Ordinance No. 15,591 ORDINANCE NO. 15,591
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING THE AMENDED AND RESTATED DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR GATEWAY 10
BUSINESS PARK; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby approves the
Amended and Restated Declaration of Covenants, Conditions and Restrictions for Gateway 10
Business Park. Said declaration 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 26th day of October, 2023.
MIKE LESTER, ayor Pro em
ATTEST: � �YTt�ln1Q�T
C a
5� �
ANGELA JACKSON, City Clerk-
APPROVED AS T FO
SCOTf fE114r, City Attorney
R:\Karen Anderson\ORDINANCES\2023\2023.10.26\S.Lemond\Approving2ndAmendment2Declarations4GatewaylOBusinessPark.docx
EXHIBIT "A"
AMENDED AND RESTATED
DECLARATION.OF COVENANTS,CONDITIONS.AND RESTRICTIONS
FOR GATEWAY TEN BUSINESS PARK
THE STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF HARRIS §
THIS AMENDED AND RESTATED DECLARATION OF COVENANTS,
CONDITIONS, AND RESTRICTIONS FOR GATEWAY TEN BUSINESS PARK (this
"Declaration") is made as of the Effective Date (defined herein), by GATEWAY TEN
BUSINESS PARK, LLC, a Texas limited liability company ("Declarant" and "Owner"),
Ratcliff Development, LLC, a Louisiana limited liability company ("Administrator"), The City
of Baytown,Texas("City"),and Harris County Municipal Utility District No.473 ("MUD 473").
RECITALS
A. A Declaration of Covenants, Conditions, and Restrictions for Gateway Ten Business
Park was executed by the above parties and then landowner New Sjolander,L.L.C.,a Texas limited
liability company,dated effective July 10,2020,and recorded July 14,2020,in the Official Public
records of Harris County, Texas under Clerk's File No. RP-2020-310753 (the "Declaration");
and
B. Declarant is the sole fee owner and developer of 58.708 acres situated in Harris County,
Texas, commonly known as "Gateway Ten Business Park," being more particularly described by
metes and bounds on Exhibit "A" attached hereto and incorporated herein by this reference (the
"Development Project"); and
C. New Sjolander, L.L.C., a Texas limited liability company, conveyed the Development
Project by Special Warranty Deed executed effective July 13, 2020 and recorded under Clerk's
File No. RP-2020-310752 on July 14,2020 in the Official Public Records of Harris County,Texas
to Gateway Ten Business Park, LLC, a Texas limited liability company, the current owner of all
the real property encumbered by the Declaration; and
D. The Declaration can be amended by an instrument signed by owners of 75%of the
gross square footage of the Development Project(the "Required Majority of Owners");and
E. Owner holds all votes allocated under the Declaration and is the Required Majority of
Owners; and
F. City and MUD 473 consent to this Amended and Restated Declaration of Covenants,
Conditions, and Restrictions; and
G. Declarant/Owner now desires to amend and restate in its entirety the Declaration so as
to correct inconsistencies and bring current with the First Amendment to Declaration of Covenants,
Conditions,and Restrictions,dated August 9,2022,and recorded under Clerk's File No.RP-2022-
465619 in the Official Public Records of Harris County, Texas.
NOW THEREFORE, for Ten and No/100 Dollars($10.00)and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the undersigned
amends and restates in its entirety,the Declaration, as follows:
WITNESSETH:
WHEREAS, the Development Project is located within the municipal limits of the City
(defined hereinafter), and the Development Project was annexed into the District(defined herein)
with the consent of the City on June 25,2020,and Declarant entered into a Development Financing
Agreement, dated July 8, 2020, with the District relating to public infrastructure installed by
Declarant in the Development Project; and
WHEREAS,the Declarant constructed Gateway Boulevard(the"Road"as defined herein)
to City standards and dedicated it to the public,to be maintained by the District; and
WHEREAS, the Development Project is subject to City Ordinances, such as the Unified
Land Development Code ("ULDC"), except to the extent of any applicable vested rights; and
WHEREAS, Declarant agreed to dedicate, at no cost to the City, an additional thirty feet
(30') of public right of way along the west side of Sjolander Road, notwithstanding that the
Development Project takes no access from Sjolander Road; and
WHEREAS, Declarant agreed to build to City specifications a public road within the
Development Project, at no cost to the City and to cause the District to maintain such road, at no
cost to the City; and
WHEREAS, Declarant agreed not to take access to Sjolander Road, not to connect its
internal road to Sjolander Road, but to construct an emergency access from the internal road to
Sjolander Road, with an emergency access gate, in order to provide additional emergency access
to the Development Project, and to construct a sidewalk along the western side of Sjolander Road
to City specification,notwithstanding that the Development Project will not have pedestrian access
to that sidewalk; and
WHEREAS, Declarant desires to create and carry out a general and uniform plan for the
Development Project as described herein in order to protect the value and desirability of the
Development Project and yet retain flexibility to respond to changing or unforeseen circumstances
so as to control and maintain the quality, uniformity and distinction of the Development Project
for the benefit of the present and future owners of any portion thereof; and
WHEREAS, Declarant desires to provide certain development restrictions to enhance the
aesthetic appearance of the Development Project as described herein in order to provide a better
aesthetic appearance of development as herein below defined; and
2
WHEREAS, Declarant desires to hold, sell and convey the Development Project subject
to the following covenants, conditions and restrictions, which are for the purpose of establishing
and preserving certain aesthetic qualities and standards in connection with future development,
improvement and use of the Development Project; and
WHEREAS, for purposes of preserving the value of the Development Project and
providing for the effective maintenance and improvement of the Common Areas and Common
Facilities (as each such term is hereinafter defined), Declarant deems it desirable, and in its best
interests, to allow the Administrator (as hereinafter defined) to act as and hold the rights of
Declarant hereunder and, at the election of the Administrator, to create an entity to which would
be delegated and assigned the powers and responsibilities of maintaining certain Common Areas
and Common Facilities, providing certain Approved Services (as hereinafter defined), enforcing
this Declaration, collecting and disbursing the Assessments (as hereinafter defined), and
performing the other functions set forth in this Declaration.
NOW,THEREFORE, Declarant hereby adopts the following covenants, conditions,and
restrictions, which shall run with the Development Project, and will bind all parties having or
acquiring any right, title, or interest therein and inure to the benefit of each Owner thereof, as
hereinafter more fully described and set forth.
ARTICLE I
Definitions
The definitions contained in the ULDC shall apply, unless otherwise defined herein.
1. "Administrator" means Ratcliff Development, LLC, a Louisiana limited liability
company,or such other person,persons or entity(including,but not limited to,the Association(as
hereinafter defined)to whom Ratcliff Development,LLC, or its assignee has assigned the powers
and duties of Administrator hereunder,from time to time,by written instrument filed for record in
the County Records (defined below).
2. "Accessory Use" means a use subordinate to the principal use of a lot or of a
principal building on the same lot and serves a purpose clearly incidental to a permitted principal
use of the lot or building and which accessory use is compatible with the principal permitted uses
authorized under this Declaration.
3. "Applicable Laws"means all laws, statutes,ordinances,rules,orders, regulations,
requirements, court orders and rulings, and other requirements of any federal, state or local
governmental authorities with jurisdiction over the Development Project (or relevant portion
thereof, as applicable), including,without limitation,the City Ordinances(as hereinafter defined),
all if and as amended from time to time.
4. "Assessments" shall have the meaning set forth in Article IV, Section 4 hereof.
5. "Association" shall have the meaning set forth in Article IV, Section I hereof.
3
6. "City"shall mean the City of Baytown,Texas,a home-rule municipal corporation
located in Harris and Chambers Counties, Texas. whenever the approval of the City is required
herein, such approval shall mean the approval of the City Manager or his/her designee.
7. "City Ordinances"means the Code of Ordinances of the City of Baytown,Texas
and all other existing (and future) ordinances and regulations of the City of Baytown, Texas, if
and as amended from time to time,including but not limited to the ULDC.
8. "County Records"means the Real Property Records of Harris County,Texas.
9. "Declaration"means this Declaration of Covenants, Conditions and Restrictions
for Gateway Ten Business Park.
10. "Design Development Plan" shall mean a plan that shall include:
(a) a site plan showing the location, dimensions and orientation to
boundary lines and applicable set-back lines of proposed buildings,
garages,other structures, streets,driveways,sidewalks,fencing and
all other contemplated Improvements to be placed on the
Development Site, including (A)traffic directional flow indicators
reflecting one-way traffic and direction,and where two-way traffic
is proposed, and (B) a proposed parking striping plan and
calculation of total number of parking spaces and
handicapped/disabled parking spaces(that comply with Applicable
Laws to be considered as such); and
(b} design elevation of(from each side) and description of the height
and exterior dimensions and size of, each structure to be built,
including,without limitation,an architect's estimated calculation of
the gross square footage of building area and commercial rentable
square footage of each structure to be constructed on the
Development Site.
11. "Development Restrictions" means the Gateway Ten Business Park
Development Restrictions that Administrator may,but shall not be required to,promulgate,revise
and/or amend from time to time with prior written approval of the City as herein provided.
Compliance with the Development Restrictions is mandatory. To the extent of conflict between
Applicable Law and these Development Restrictions, the most stringent shall control.
12. "Development Site" means any individual Reserve within the Development
Project intended for individual sale, lease or development, or any other combination of platted
Reserves or portions of platted Reserves (or land acreage) within the Development Project that
under applicable City regulations is permitted to be developed for commercial or industrial
purposes as such uses are defined in the City's Land Development Code.
4
13. "District" means Harris County Municipal Utility District No. 473, a political
subdivision of the State of Texas, organized pursuant to the provisions of Article XVI, Section
59 and Article III, Section 52 of the Texas Constitution and operating pursuant to Chapters 49
and 54 of the Texas Water Code, created by the Texas Commission on Environmental Quality,
and organized for the purposes,among others,of providing water,sanitary sewer,drainage,road,
and park and recreational facilities to serve the land within its boundaries, and or any successor
governmental entity thereto.
14. "Effective Date"means the date of the last signature hereto.
15. "Exterior Lighting Plan" means a plan, which shall include and show the
location, intensity, projected light coverage, and orientation of all exterior lighting to be placed
on the Development Site together with a lighting spill plan which reflects that no lighting will
spill onto adjacent residential properties or rights-of-way.
16. "Exterior Materials Plan" shall mean a plan containing drawings and details of
the proposed design of all exterior surfaces of all Improvements, including, without limitation,
the roof,paving/pavers,sidewalks,walls,and fencing,specifying the style,pattern,color,quality
and type of exterior construction materials to be used as exterior treatments or finishes for all
proposed Improvements.
17. "First Class" shall mean the standard of quality or performance typical for high
quality, business parks in the greater Houston Area, as reasonably determined by the
Administrator(or the Association as assignee of the Administrator)acting in good faith applying
commercially reasonable standards. The opinion of a licensed architect or engineer retained by
the Administrator(or the Association as the assignee of the Administrator)who is knowledgeable
in the particular issue may be the basis of this determination
18. "General Assessments" shall have the meaning set forth in Article IV, Section 4
hereof.
19. "Green Belt Reserve" means the portion of the Development Project situated
along the western right-of-way line of Sjolander Road,as shown on the Site Plan,which contains
drainage/detention facilities, landscaping/buffering and an emergency access drive and limited
access gate known as a"911 Gate." No buildings are permitted in the Green Belt Reserve,which
is intended to be a substantial, attractive buffer between Sjolander Road(and residential housing
east of Sjolander Road) and the Business Park uses in the Development Project; and
20. "Improvement"or"Improvements"means all of the following: (i) landscaping
(including vegetation, stonework, or similar embellishments) installed or grown on the
Development Site, and (ii) every item of construction or erection of man-made items upon a
Development Site, including, but not limited to: buildings; garages; carports or truck ports; dock
facilities and ramps; storage buildings, sheds, and other p
or d roun
outbuildings; ad-mounted
g g
exterior equipment, such as, without limitation, HVAC equipment, compressors, generators,
dynamos, battery back-up systems, cranes, signal transmitting or receiving equipment (such as
antennas and satellite dishes); racks and other structures for stacking or staging of materials;
5
fences,screening,walls,and retaining walls;storage,processing or treatment pits,reservoirs,and
other similar areas,whether excavated or created by above-ground structures;stairs and railings;
fixtures; flagpoles; statuary and sculptures; water towers; storage tanks for water, chemicals or
other products or supplies; and light poles, standards, fixtures and facilities.
21. "Landscaping Plan"means a plan which shall include the general location, e
. type
(tree, shrub or ground cover) and approximate configuration of all proposed landscaping and
landscaping materials, showing the proposed use and treatment of all portions of the
Development Site that are to be landscaped, including sod and grass areas and any related
berming, stonework and similar items.
22. "Lessee" means any lessee, tenant, occupant or user of any Development Site
who is not the fee owner thereof, including any ground lessee.
23. "Owner"means and refers to the record fee owner,whether one or more persons
or entities, of the fee simple title to the surface estate in any Development Site or tract of land
which is part of the Development Project, including contract sellers, but excluding those having
such interest merely as security for the performance of an obligation. If there is more than one
fee owner of a part of the Development Project, then "owner" will mean all the fee owners,
collectively; provided, however, that voting in any Association by multiple owners of a single
p g
Development Site shall be as provided elsewhere herein or in the Development Restrictions, as
applicable.
24. "Plans and Specifications" means complete construction drawings and
specifications suitable for obtaining construction or building permits for the construction of all
Improvements to be placed on the Development Site. "Plans and Specifications" shall include,
but not be limited to,all of the elements required in the following plans: Exterior Materials Plan,
Landscaping Plan, Utilities Plan, Exterior Lighting Plan, Design Development Plan, Screening
g
i
Plan(if screening s required), and Signage Plan.
25. "Required Majority of Owners" shall have the meaning set forth in Article VI,
Section 1 hereof.
26. "Reserve" or "Reserves" means any plot of land that is subdivided as a lot or
reserve on a recorded subdivision plat recorded in the County Records,subject to the restrictions
herein on replats.
27. "Road" means the public road shown on the Site Plan as proposed Gateway
Boulevard,which provides internal access to the Reserves,which shall be dedicated to the public
and maintained by the District as a public road, at the expense of the Association.
28. "Schematic Design Package" means the following:
(a) the Design Development Plan;
(b) the Exterior Materials Plan;
6
(c) the Landscaping Plan;
(d) the Utilities Plan;
(e) the Exterior Lighting Plan;
(f) the Signage Plan;
(g) the Screening Plan(if screening is required); and
(h) other elements, which shall mean and include all such other information as
may be reasonably required to determine that the location, scale, design,
character, style and appearance of such developer's/Owner's intended
Improvements to the Development Site are in compliance with the
requirements of this Declaration and the Development Restrictions.
29. `Screening" or "Screened" means, an opaque screen, which must be maintained
at all times, made of any combination of the following that cumulatively equals a minimum of
six feet(6) in height, except for laydown yards which require eight feet(8) in height:
(a) a berm;
(b) a fence or wail; and/or
(c) evergreen screening shrubs that satisfy City Ordinances,
as approved by the Administrator and the City.
30. "Screening Plan" means a plan, which shall include and show the location and
method of all required screening.
31. "Setback" shall mean the required unobstructed, unoccupied distance between
each structure and the lot lines of the lot on which it is situated.
32. "Signage Plan"shall mean a plan that shall include and show the location,height,
orientation, color and materials for exterior appearance,lighting scheme and proposed content of
all signs to be located on the Development Site.
33. "Site Plan" means the Site Plan attached as Exhibit B.
34. "Special Assessments" shall have the meaning set forth in Article IV, Section 4
hereof.
10
3 5. "Special Restrictions"means the provisions of Article II,Article III,and Article
V,which provisions may not be amended or terminated without the prior written approval of the
City.
36. "Utilities Plan" shall mean a plan that shall include and show approximate
location, size, type, and above-ground visible elements of all utility facilities proposed to be
located outside the occupiable building structures to obtain water, sanitary sewerage, drainage
(including detention, if applicable, and on-site collector and discharge systems), electric, gas,
telephone, cable or other utility service(s)to the Development Site.
ARTICLE II
uk dRadument Saes
1. Permitted Uses. Subject to the rights for Grandfathered Uses and the prohibited
uses listed in this article, Development Sites shall be used solely for uses permitted in the City
Ordinances for the Development Site.
All uses shall be subject to all of the conditions set forth in this Declaration, the City
Ordinances and other Applicable Laws.
2. Prohibited Uses. The uses described in this section shall have the meanings
ascribed to them in the ULDC.
(a} Anywhere on the Land. No portion of the Land shall ever be used for any
of the following purposes:
(1) any trailer court, mobile home park, manufactured home park,
recreational vehicle park, or single manufactured home or
recreational vehicle not being used for a permitted construction
office, lot for sale,lease, or rental of new or used boats, recreational
vehicles, or motorcycles, except the sale of new and used
automobiles shall be permitted and the sale of boats, motorcycles
and ail-terrain vehicles may be sold as an incidental part of a retail
business such as Academy, Bass Pro-Shops,and Gander Mountain;
(2) any labor camp,junk yard, stock yard,or animal raising(other than
veterinarian clinics or hospitals, provided such facilities, have no
provision for keeping animals outdoors overnight and otherwise
comply with the provisions hereof);
(3) the operation of any automobile body or fender repair facility,
except as part of an auto dealership or service station;
(4) any carnival or amusement park;
8
(5) any dry cleaning plant;
(6) any rooming or boarding house or adult day care center(which term
shall not be deemed to include nursing homes and rehabilitation care
facilities);
(7) any fire sale, bankruptcy sale(unless pursuant to a court order);any
adult oriented business or businesses based primarily upon materials
or performances that depict, describe or relate to sexual activities,
anatomical areas or nudity (including, but not limited to, adult
arcades, adult bookstores, adult cabarets and adult theaters, or
sexually-oriented business (or equivalent) as defined in the City
Ordinances or the laws of any other governmental authority with
jurisdiction over the Development Project);
(8) an establishment engaged in the retail sales of alcoholic beverages
for either on-premises or off-premises consumption, which
establishment derives 75 percent or more of its gross revenue during
any 12-month period from the sale of alcoholic beverages(including
100%of the price of all alcoholic drinks using"mixers"), Including,
but not limited to, bars, lounges, and taverns; provided, however,
nothing contained herein shall prohibit the location of a bar or
lounge within and ancillary to: (1)a hotel,motel or similar transient
lodging, or (2) a restaurant (that does not derive from all of its
operations more than 75%of its gross revenue during any 12-month
period from sale of alcoholic beverages as stated above), or (3)
prohibit a liquor store, wine shop or similar retail establishment;
(9) for drilling for oil, gas or other hydrocarbons or for mineral
extraction of any kind or character;
(10) any residential use (such as, but not limited to, dwelling unit, group
housing, boarding house, dormitory, halfway house, orphanage,
homeless shelter, hotel, trailer courts);
(11) excavation or mining operations;
(12) medical waste storage or disposal;
(13) towing yard;
(14) truck stop;
9
(15) truck terminal;
(16) recycling center;
(17) self storage;
(18) RV/vehicle storage;
(19) sandblasting,unless occurring within a building;
(20) distillation of bones;
(21) dumping,disposal or incineration of garbage or refuse;
(22) fat rendering;
(23) stockyard or slaughter of animals;
(24) refining of petroleum or of its products;
(25) smelting of metal;
(26) animal raising or feed yard;
(27) bulk distribution;
(28) junk or salvage yard; or
(29) heavy industrial uses.
(b) Within 350'of[-10. No portion of the Land located within 350'of the south
right-of-way line of Interstate Highway 10 ("I-10") shall ever be used for
any of the following purposes as a primary or accessory use:
(1) Vehicle repair,commercial;
(2) Container;
(3) Outdoor storage;
(4) Outdoor sales and displays;
(5) Packaging; or
(6) Laydown yard.
to
3. Grandfathered Use. Any use of a Development Site that is permitted by this
Declaration at the time of any change, modification or amendment of the uses authorized herein,
shall not be required to be changed or altered and shall be permitted to continue for so long as such
use continues;provided,however,that if the actual use of such Development Site(permitted at the
time of the change, modification or amendment of uses authorized under this Declaration) (the
"Grandfathered Use")either:
(a) ceases for an extended period as defined below; or
(b) is changed or altered to a more intensive classification of use,
then any new use or change or alteration in the existing use shall comply with this Declaration, as
changed, modified, or amended and then in effect at the time of the recommencement of use or
change or alteration from the Grandfathered Use.
For purposes of the above,a cessation of a Grandfathered Use for an"extended period"means that
the use is not a substantial use on the subject Development Site for a period of twelve(12)months,
excluding any period during which(i)the buildings on the site cannot reasonably be occupied due
to renovations,alterations,or casualty damage or other repairs,or(ii)the Development Site is held
as rental property and it is vacant, but being actively marketed(at least listed with a listing broker
under an active listing)for lease for the Grandfathered Use;provided,however,that the extension
for vacancy under clause(ii)hereof will not exceed an additional period of twelve(12)months.
4. No Re-plats Without Consent. Re-platting of any plot of land that is subdivided
as a lot or reserve on a recorded subdivision plat subject to this Declaration shall not be undertaken,
approved or permitted by the Owner of such plot of land(other than Declarant)without the joinder
and consent of Administrator and the approval of the City pursuant to its subdivision regulations.
ARTICLE III
Apgroval of DevelQ11Mrflt Site Plana; Qnstructim
DeveloMnent Restrietaons and'V'aances
1. Plan Approval Required. No building,parking facility, sign or structure shall be
constructed, altered or placed upon any Development Site until the Plans and Specifications
(defined below) for same shall have been first approved in writing (or deemed approved) by
Administrator as being in compliance with this Declaration and the Development Restrictions and
all applicable permits have been obtained from the City. The processes for such approval from the
Administrator are set forth below:
(a) optional Schematic Design Package Submission and Approval.
(i) Submittal. If the Owner of a Development Site desires to obtain
schematic and conceptual approval of the Administrator prior to construction and prior to
preparing complete Plans and Specifications for the Improvements on the Development
Site, the Owner or the submitting party authorized under Section 1(d) of this Article shall
II
submit to the Administrator two complete sets of the Schematic Design Package. The
requirements for the Schematic Design Package may be modified by the Administrator
only with prior written approval of the City.At the option of the Owner of the Development
Site,the Owner or submitting party authorized under Section 1(d)of this Article may skip
the step of submitting the Schematic Design Package and proceed directly to submit to the
Administrator the Plans and Specifications as described below.
(ii) Approval. The Administrator, shall, within twenty (20) days after
the receipt of each complete submission of the Schematic Design Package, advise the
Owner or the submitting party authorized under Section 1(d) of this Article in writing of
(1)the approval of the Schematic Design Package by the Administrator,or(2)the segments
or features of the Schematic Design Package which are deemed by the Administrator to be
inconsistent or not in conformity with this Declaration and/or the Development
Restrictions. The approval of the Schematic Design Package by the Administrator shall be
valid and effective for a period of not more than one hundred twenty (120) days, which
may be extended by the Owner of right by an additional sixty (60)days by the Owner's or
submitting party's filing a notice of extension with the Administrator not later than the
expiration of the initial one hundred twenty(120)day validity period."Valid and effective"
means that the Schematic Design Package approval will exempt the Improvements on the
Development Site covered thereby from any changes in this Declaration or the
Development Restrictions that occur after the approval thereof by the Administrator as long
as Plans and Specifications are submitted to and approved by the Administrator while the
approval is still valid and effective hereunder.
(iii) Amendments.A party holding rights to a Schematic Design Package
previously approved by the Administrator hereunder shall apply to the Administrator for
approval of an amendment to the previously approved Schematic Design Package, (an
"SDP Amendment Application"). An SDP Amendment Application must be on the
required form approved or promulgated therefor by the Administrator and must (1) state
that the application is an SDP Amendment Application, (2) clearly identify the previous
Schematic Design Package that is being requested to be amended, and(3) clearly identify
the items that are the proposed changes to the original Schematic Design Package. The
SDP Amendment Application will be handled and either disapproved or approved in the
same manner as for an application for a new Schematic Design Package.
(b) Approval of Plans and Specifications. The final approval process with
which the Owner of a Development Site must comply in order to obtain Administrator approval
of Plans and Specifications(defined below) is set forth below:
(i) Submission. At least twenty (20)days before commencement of any
construction(including clearing, grading and/or site preparation) on the Development Site,
the Owner of the Development Site shall submit to the Administrator for final approval of
the Administrator the Plans and Specifications for the Development Site; provided,
however,that if the Administrator has previously approved a valid and effective Schematic
Design Package for the Development Site that is still valid and effective, then the
Administrator's sole objections will relate to any matters in the Plans and Specifications
12
that are inconsistent with(or relevant to the Administrator's approval rights hereunder and
added to the proposed Improvements since) the Schematic Design Package already
approved for the Development Site.
00) Approval. The Administrator shall, within twenty (20) days after
receipt of a complete set of Plans and Specifications, advise in writing the Owner or
submitting party of(I) the approval of the Plans and Specifications by the Administrator,
or (2) the segments or features of the Plans and Specifications which are deemed by the
Administrator to be inconsistent or not in conformity with this Declaration or the
Development Restrictions (subject to its limitations if operating under an approved, valid
and effective, Schematic Design Package).
Approval of Plans and Specifications shall be valid and effective for a
period of one (1) year from the date of approval or deemed approval thereof, with one
available extension of up to ninety(90)additional days to be granted by the Administrator
in writing upon good cause shown (such as for events of force maj eure, changes in
Applicable Laws with: which the party must comply on a mandatory basis, change in
market circumstances [for financing, leasing or otherwise], or change in control or
involuntary successorship in the executive suite at the applicant company).If construction
pursuant to said Plans and Specifications has not commenced within the period during
which such Administrator approval is valid and effective, then the Owner of the
Development Site must re-apply for Administrator approval as provided in the first
instance under this Declaration. Construction shall be deemed "commenced" hereunder
when any part of the Improvements is begun on the site under an approved building permit
issued in accordance with Applicable Laws, excluding site preparation or grading unless
done under the same building permit as the Improvement.
(iii) Amendments.A party holding rights under Plans and Specifications
previously approved by the Administrator shall apply to the Administrator for approval of
an amendment to the previously approved Plans and Specifications,(a"Plans Amendment
Application"). A Plans Amendment Application must be on the required form approved
or promulgated therefor by the Administrator and must (1) state that the application is a
Plans Amendment Application, (2) clearly identify the previous Plans and Specifications
that are being requested to be amended, and (3) clearly identify the items that are the
proposed changes to the original Plans and Specifications. Otherwise, the Plans
Amendment Application will be handled and either disapproved or approved in the same
manner as for an application for a new Plans and Specifications, except that if a Plans
Amendment Application is filed, then (A) such request will be considered under the
requirements of this Declaration and Development Restrictions in effect at the time of the
approval of the original Plans and Specifications that were approved and are being proposed
to be amended, and (B) if construction has not already been commenced in the required
time to hold such Plans and Specifications approval in place, the application for and
Administrator approval of the amendment to the previously approved Plans and
Specifications shall not extend the time that the originally approved Plans and
Specifications (as so amended) is valid and effective. In the sole discretion of the
Administrator,if any Plans Amendment Application substantially or materially changes the
13
character or nature of the Improvements from that contained in the previously approved
Plans and Specifications,the Administrator shall notify the applicant that the Administrator
considers the Plans Amendment Application to be a completely new application for the
revised Plans and Specifications. Upon the applicant's receipt of such notice from the
Administrator, the applicant must within ten (10) days thereafter either (I) notify the
Administrator in writing that the applicant agrees that the application should be handled
and processed as a new application for the entire amended Plans and Specifications,or(II)
that the applicant withdraws the Plans Amendment Application. If the applicant fails to
timely do either(I) or(II),then the applicant will be deemed to have elected option(II)and
the Administrator may drop its,consideration of the Plans Amendment Application. If the
applicant timely notifies the Administrator under option (I), then the Administrator shall
consider the Plans Amendment Application along with the originally approved Plans and
Specifications as a new application in its entirety.
(c) Approval Not for Third Party Reliance and Not Guaranty. The
approval of the Schematic Design Package and Plans and Specifications do not constitute a
warranty that such Schematic Design Package and Plans and Specifications comply with City
Ordinances or other Applicable Laws, including, without limitation, those of applicable flood
control districts, and no party shall rely upon any such approval other than the party in favor of
whom it is issued. The Administrator's approval of the Schematic Design Package and Plans and
Specifications is at all times contingent on the approval of all matters by the appropriate
governmental authorities having jurisdiction. The Administrator's approval of the Schematic
Design Package and Plans and Specifications shall not create any responsibility, representation,
warranty or liability on the part of the Administrator for the completeness, design or sufficiency
of such Plans and Specifications or the compliance of same with Applicable Laws, or any other
aspect of the Plans and Specifications.
(d) Parties Entitled to Submit for and Benefit from Administrator
Approvals. The following parties may submit to the Administrator for approval either a
Schematic Design Package or Plans and Specifications under this Declaration: (i)any Owner of a
Development Site; (ii) any party authorized in writing(on a form approved or promulgated by the
Administrator) to act as the agent or representative of the Development Site Owner for purposes
of such matters, including, without limitation, an architect, engineer or lawyer for such Owner;
(iii) any tenant or occupant of a Development Site or prospective tenant or occupant of a
Development Site, with written authorization from the owner of the Development Site, in form
acceptable to the Administrator; or (iv) any party who is under written contract to purchase a
Development Site and who has written authorization from the seising owner to apply for such
approval. No person or entity shall be entitled to enforce or benefit from any approval for
construction or alteration of Improvements granted by the Administrator under this Declaration
other than (1) the party to whom it is issued, which shall be the party who made the application,
or(2) any party who is the principal named in the application for approval submitted by Y g an agent
or representative of such party pursuant to clause(ii)of this paragraph.Any party entitled to submit
the application for approval may assign such approval rights to any other party who would be
entitled to submit for such approval under clauses (i)-(iv) of this paragraph, if assigned in writing
and in a form promulgated or approved by the Administrator. Any owner or any tenant/user of a
Development Site shall be entitled to assign(or collaterally assign)its approvals hereunder to any
14
fee or leasehold mortgagee of such party's interest in the Development Site in question. Any
attempted or purported assignment of approvals hereunder made without the written consent of the
Administrator is void. No permitted assignments of any such approval shall be effective if made
after the approval has expired by the terms hereof, and neither shall any assignment, in and of
itself, ever have the effect of extending the validity or effectiveness of the assigned approval.No
assignment shall be effective as to Administrator (other than mortgagee assignments) unless and
until a copy of the required (or Administrator approved) form of assignment has been filed with
Administrator. Up to the time of the assignment,only the applicant who holds such approval right
(and its Owner in the case of an agent or representative applicant)is entitled to request information
from the Administrator in regard to such approval.
(e) Compliance with City ordinances. Plan approval under this Section is
not approval from the City, nor a substitute for compliance with City Ordinances. All
Improvements require City permits and compliance with applicable building codes.
2. Construction Standards; Development Restrictions. Construction or alteration
of any building on a Development Site shall meet the standards set forth in this Declaration and
the Development Restrictions. Nothing in this Declaration or in the authority to adopt
Development Restrictions authorizes Declarant or the Administrator to regulate, control or
approve Improvements that are interior to an enclosed building structure, subject to the use
regulations stated elsewhere herein.
(a) Right to Adopt and Amend Development Restrictions. Declarant
and/or Administrator(or the Association,as assignee of the Administrator)may adopt and amend
the Development Restrictions from time to time, with the prior written consent of the City, but
without the joinder of any Owner. Such regulations, restrictions and limitations on development
that may be included in the Development Restrictions adopted hereunder include, without
limitation:
(i) requirements for Development Site configurations, including any
combination or fractions of platted reserves that may constitute a unified Development Site
for purposes of a unified development of that Development Site as if it were a single
Reserve, without any obligation on the part of the Administrator to allow development of
partial or combined platted reserves or acreage that are not re-platted as single Reserves
with approval of the Administrator; provided, however, that a Reserve and combinations
of whole Reserves will always be a permitted Development Site;
(ii) what Improvements (if any) may be located within building set-
back areas,if all Improvements are not to be prohibited therein(setbacks will not,however,
entirely prohibit one driveway access for each Development Site);
(iii) the location, height, style, and extent of fences, walls, or other
screening devices on the Development Site;
(iv) the orientation of buildings and other Improvements with respect to
streets, walks, paths and structures on adjacent property, and the height of Improvements
15
on a Development Site, and the aesthetic appearance of exterior materials and color
schemes on buildings and other Improvements visible from the exterior of the
Development Site;
(v) the use, height, presence, style or appearance (or prohibition of)
decorative items, equipment, stored materials, containers, dumpsters or other materials or
items that will be visible from any public street notwithstanding fencing, landscaping or
screening;
(vi) permissible or required types,extent,style, location and appearance
of landscaping and vegetation;
(vii) requirements for style, orientation, appearance and screening of
garages and loading docks,truck wells and similar building features, and location, style,
prohibition, and other regulations regarding any outbuildings;
(viii) limitations and restrictions on acceptable exterior materials and
finishes that may be utilized in construction or repair of Improvements;
(ix) orientation and height of Improvements on a Development Site;
(x) parking, driveways, traffic flow, curb cut locations and related
traffic related issues;
(xi) location, appearance, height, use and number of exterior signs on a
Development Site; and
(xii) location,type, intensity and orientation of(glare regulation)exterior
light standards, fixtures and other illuminated devices of any kind.
Nothing in the Development Restrictions shall, however, amend, repeal, or increase any specific
requirement set forth in this Declaration if the specific requirement stated herein is established as
an objective, measurable criteria, such as, but without limitation, specific building setbacks stated
herein.
The Development Restrictions may also modify or supplement the type and amount of information
that must be submitted for approvals requested from the Administrator hereunder, and the method
and place of submission, for consideration of any request for approval of development plans for
any development or alteration on any Development Site, and may prescribe reasonable fees for
the cost of review of submissions of development or alteration plans for the Development Sites,
as well as supplementing any other procedural provisions of this Declaration. The Development
Restrictions may be amended from time to time, in writing, as determined by the Administrator
only with the prior written consent of the City, and upon recordation of any amendments thereto
in the County Records, the same will become the Development Restrictions that govern all
construction of Improvements or alterations to Improvements on any Development Site that is not
16
otherwise grandfathered in respect to the Development Restrictions under some other express
provision of this Declaration.
The requirements contained in the Development Restrictions are in addition to any other
requirements contained in the City Ordinances and Applicable Laws,including, but not limited to,
the City's subdivision and telecommunication regulations, if and when the same are applicable to
the Development Project by law or by agreement.
(b) Pre-Existing Non-Conforming Improvements. Any existing (built or
commenced) Improvement of a Development Site that is permitted by this Declaration at the time
of any change,modification or amendment of this Declaration or the Development Restrictions as
authorized herein ("New Requirements") shall not be required to be changed or altered.
(Improvements that specifically would no longer be permitted by the New Requirements are herein
called "Preexisting lion-Conforming Improvement(s).") Preexisting Non-Conforming
Improvement(s) shall be permitted to continue in existence until such time as they are materially
altered, repaired or replaced due to (i) a voluntary change desired by the Owner of such
Development Site, or (ii) fire or other casualty or requirement to comply with a change in
Applicable Law. Notwithstanding the foregoing, however, if compliance with the New
Requirements as to existing Improvements being altered, repaired or replaced pursuant to clauses
(i) or(ii) hereof would result in the need for material alteration, repair or replacement of material
Improvements that are not Preexisting Non-Conforming Improvement(s) in order for them to be
in functional or architectural harmony with one another, then the Preexisting Non-Conforming
Improvement(s) may be replaced or repaired into their existing non-conforming configuration,
style or location insofar as necessary to maintain such harmony. The definition of "material
alteration, repair or replacement" as used in this paragraph shall reside in the sound, good
faith discretion of the Administrator, but generally means that the item is replaced in its entirety
(or most major component parts thereof are replaced) or the repair cost approaches the cost to
replace the segregated Preexisting Non-Conforming Improvements) in question.
(c) First-Class Construction. All construction shall be conducted in a First
Class manner with minimum disruption to the other portions of or uses of the Development Project.
3. Building Setbacks.No building or other building structure shall be erected within
the building setbacks below, with the distance indicated being the distance from the common
boundary of the Development Site and the named right-of-way or adjacent feature or tract
boundary, as indicated:
Right of Way or Adjacent Tracts: Minimum Building Setback Distance:
Sjolander Road Three Hundred Ninety (390) feet
Interstate Highway 10 One Hundred(100) feet
Any other public street right-of-way Thirty Five (35) feet
West Development Site Boundary (not abutting a
Two Hundred(200) feet
public street ri ht-of-w a
17
South Development Site Boundary (not abutting
a public street ri ht-of-wa Two Hundred (200)feet
4. Parking.Parking shall be provided for each building structure,subject to the terms
of the Development Restrictions, and so as at all times to comply with the City Ordinances and
other Applicable Laws.
S. Utility Lines.All electric supply,telecommunications,cable or similar lines within
or adjacent to the Road or Green Belt Reserve(except within the southeastern corner'of the Green
Belt Reserve) shall be installed underground. Above,ground lines are permitted in the rear of
Development Sites located west of the Road and along the south boundary of the Development
Project and from those lines to any building. Also,the following above-ground lines are permitted:
(i) lines at those locations which the Administrator and the District, in the exercise of their
reasonable discretion, shall first approve in writing and (ii) primary source lines. Without
limitation, the Administrator, subject to the approval of the District, may promulgate additional
utility guidelines as part of the Development Restrictions, which additional guidelines must be
approved in advance in writing by the City. Utility lines shall be installed so as at all times to
comply with the City Ordinances and other Applicable Laws.
6. Loading Docks. The Administrator may promulgate loading dock guidelines as
part of the Development Restrictions,which additional guidelines must be approved in advance in
writing by the City. At-grade garage or overhead door openings are not considered a loading dock,
but only building openings used for loading/unloading with either(i) depressed truck well, or(ii)
"dock high"raised floor. No Loading dock,at-grade garage door, or overhead door openings may
face I-10 or Sjolander Road. Loading docks must be Screened.
7. Landscaping. Landscaping in accordance with the final approved Plans and
Specifications for the Development Site must be installed at the time of completion of a building
on such Development Site. The Administrator may promulgate additional landscaping guidelines
as part of the Development Restrictions, which additional guidelines must be approved in advance
in writing by the City. Landscaping(including grass)must be irrigated.
8. Screening. Where Screening is required, it shall comply with the definition of
Screening in Article II. Laydown yards and loading docks shall be Screened.
9. outdoor Storage Areas. Outside storage area and items thereon shall be Screened
from view in accordance with City Ordinances and may occur only on improved surfaces,such as
crushed concrete, shell, rock, concrete, asphalt or other stabilized surface approved by the
Administrator. Such surfaces shall be appropriately treated and maintained to reduce dust and to
prevent any nuisance.
10. Signs, Monuments and Flagpoles. All signs shall be in locations and of a design,
size and material as approved by the Administrator. No more than one (1) free standing ground
or berm mounted permanent sign, in addition to any building signage, shall be permitted for each
Development Site, provided that if the Development Site will be used for retail purposes, then the
Administrator, with consent of the City, may allow additional signage, which may include a
18
tasteful pole sign and other signage which is part of the trade dress of any brand. Unless otherwise
approved in writing by the Administrator, all other signs must be attached to and flush with an
exterior wall of a building and shall be parallel to and contiguous with its wall and not project
above its roofline.No sign of a flashing or moving character shall be installed and no sign shall be
painted on a building wall. Directional and traffic control signs, and signs advertising the sale or
lease of a Development Site are also permitted upon the written approval of the design and location
by the Administrator. The Administrator shall have the right, and hereby reserves an easement,
to enter upon any and all portions of the Development Project to remove any signs that are in
violation of this Article III, Section 9 upon reasonable notice to the Owner or Lessee of such
portion of the Development Project,all at the expense of such Owner or Lessee.Without limitation,
the Administrator may promulgate additional sign, monument and flagpole guidelines as part of
the Development Restrictions,which additional guidelines must be approved in advance in writing
by the City.
Declarant shall construct a project monument sign at the intersection of the Road and I-10
in accordance with the approved Signage Plan.
11. Illumination. All buildings are required to have exterior illumination facilities for
their front and side walls of a power and design to be approved by the Administrator prior to
commencement of construction,and,upon completing of said building,said illumination facilities
shall remain in full operation until twelve (12) midnight each night (subject to compliance with
applicable governmental requirements). Lighting will be designed, installed, oriented, and
operated so as not to create unacceptable glare to adjacent properties, as determined by the
Administrator. without limitation, the Administrator may promulgate additional lighting and
illumination guidelines as part of Development Restrictions, which additional guidelines must be
approved in advance in writing by the City.
12. Maintenance. The Owner of any Development Site or portion thereof shall have
the duty of and responsibility for keeping (and for causing its Lessee) the premises and
Improvements (including landscaping) in a first-class, well-maintained, safe, clean and attractive
condition at all times and in compliance with this Declaration and the Development Restrictions
(subject to any grandfathering expressly provided for herein as to future amendments hereto and
to the Development Restrictions). In addition, the Owner of any Development Site or portion
thereof shall be responsible for (and responsible for ensuring that its Lessee or occupant is
responsible for): (i) all maintenance of any property lying between the paved portion of any
adjoining public street and the Development Site, and (ii) until the Association (as hereinafter
defined) is formed and activated with such power, all maintenance and replacement of any
landscaping lying within any esplanade in any public street immediately adjoining such
Development Site (within the area of the esplanade that actually fronts the Development Site). If,
in the opinion of the Administrator, any such Owner (or its Lessee) is failing in this duty and
responsibility, then the Administrator may give such Owner or Lessee, or both, written notice of
such fact,and such Owner or Lessee must,within a reasonable period after such notice(determined
on the basis of the nature of the alleged breach of this Declaration,but in no event more than thirty
(30) days thereafter), undertake the care and maintenance required to restore said Owner's or
Lessee's Development Site to a safe, clean and attractive condition, or bring the property and/or
landscaping into compliance with this Declaration. If Administrator gives the notice described in
19
the preceding sentence to Owner of such Development Site (irrespective of whether a Lessee
occupies such Development Site)at such Owner's last known address according to the information
available in the Administrator's records, upon the expiration of the applicable curative period the
Administrator shall have the right (but not the obligation), and hereby reserves an easement, to
enter upon any and all portions of any Development Site (through its own personnel, agents or
contractors)to perform such work that the Administrator deems reasonably necessary to effectuate
the purposes of these this Declaration.Failure or inability of the Administrator to be able to identify
or notify the Lessee of the Development Site of such violation shall not in any way reduce, limit
or prevent the Administrator from taking corrective, enforcement or lien action hereunder against
the Owner and the subject Development Site for a violation of this Section 12, as long as the
Administrator gives notice to the Owner of such Development Site as set forth herein. The Owner
of the Development Site on which such work is performed by the Administrator shall be liable for
all reasonable costs of any such work and shall promptly reimburse the Administrator therefor. If
such Owner shall fail to so reimburse the Administrator within thirty (30) days after being billed
therefor by the Administrator, then such cost shall be a debt of such Owner, payable to the
Administrator, and shall be a lien against any such Owner's Development Site, which lien is
expressly reserved and created in this Declaration. Except as set forth in Article VIII, Section S
hereof,the lien reserved and created hereby is subject only to,and shall be subordinate and inferior
to, automatically and without the necessity of another document, any and all first lien purchase
money deeds of trust and liens in favor of third party financial institutions or representing bona
fide seller financing. The Administrator shall be liable for any actual damages (exclusive of any
consequential, special or punitive damages, all of which are hereby expressly waived by each
Owner of a Development Site)caused to any Development Site by its entry onto any Development
Site only if the Administrator has acted negligently in connection with any permitted work
performed by it hereunder. All references in this Article III, Section 11 to the Administrator shall
include the Association subsequent to its formation and activation.
13. Utility Easements. Declarant hereby reserves for itself and its duly authorized
agents, representatives, employees, successors, assignees (including, but not limited to the
Association), licensees and the Administrator, an easement over all area within sixteen ( 1 d) feet
of each side and rear property line of any Development Site for the construction, replacing,
repairing and maintaining of all utilities. The Administrator and/or the Declarant shall have the
right and power to grant specific easements as it may deem necessary in its sole discretion to public
or private utility companies or governmental authorities for these purposes. All such easements
shall be recorded in the County Records.
14. Site Plan. The Development Project shall be developed in accordance with the Site
Plan, provided that Reserves, other than Green Belt Reserves and detention areas, may be re-
platted in accordance with City Ordinances.
15. Exterior Finishes on Building Front Facades. The exterior building wall which
faces the Road or I-10 and the other portions of the exterior building walls connected to the front
fagade and extending at least one foot (F) beyond the front fagade shall utilize masonry, stone,
brick,tilt wall, split face block,stucco, artificial stone/brick,haydite or similar concrete block with
an architectural finish such as split face, EFIS ("Exterior Finish and Insulation System")
20
comparable to Dryvit, or concrete with an architectural treatment or similar building materials
meeting the following coverage of building facades(excluding the area with windows and doors):
Total front fagade- 100%
Side facades minimum 50%
Total of all facades minimums 60%
The remainder of the building may be those materials or concealed fastener metal panels, steel,
or aluminum, provided that those materials are suitably painted and maintained. Exterior color
shall be harmonious with the overall aesthetics of the Development Project. The restriction will
not be construed as a prohibition on the use of metal personnel doors and overhead/roll-up doors
or other miscellaneous architectural features made of metal, such as roof flashing, gutters or the
like; provided such metal personnel doors and overhead/roll-up doors or other miscellaneous
architectural features made of metal do not constitute fifty percent (50%) or more of any such
exterior building wall.
16. Architectural Character/Height & Size Limits. The architectural character of
buildings shall be determined by the Administrator in its approval of a Design Development Plan.
The Administrator, exercising its good faith judgment, shall utilize the Conceptual Architectural
Renderings attached as Exhibit C as guidance for architectural character. The buildings shown are
conceptual only. The following limits apply to building footprints (but not building size, as
multiple story buildings are permitted): (1) Development Site north of the pipeline easement
52,500 gross square feet; and(2) Development Site south of the pipeline easement 30,000 gross
square feet. No building shall exceed (i)thirty five feet(35) in height measured to the top of the
eaves of the building, (ii) forty five feet (45') in height measured to the top of the roof, and (iii)
two (2) stories; provided that an office building located on a Development Site abutting I-10
freeway is not so limited,but shall not exceed the height limitations within the ULDC.
17. Waiver; Variances. Except as expressly provided in this Declaration, the
Administrator, with the prior written approval of the City, shall have the right to grant variances
with respect to the strict application of any of the provisions contained herein as to any
Development Site,including,but not limited to,subsections 14-16, if the Administrator,in its sole
good faith judgment, determines that(i) strict applicability of any of the provisions hereof would
create a hardship as to the Owner of a Development Site or would make development of a
Development Site difficult or impractical, (ii) the granting of a variance will not adversely affect
the Development Project or the purpose or intent of this Declaration,and(iii)all required variances
pursuant to the City Ordinances and Applicable Laws have been obtained. No such variance as to
the applicability of any covenant,condition or restriction shall be construed to be a waiver of such
covenant, condition or restriction, or be construed so as to entitle any other party to a variance, as
to any other project,development or circumstance. Further, no such variance granted or denied by
the Administrator shall be subject to challenge by any other beneficiary of this Declaration or
Owner of any of portion of the Development Pro j ect, but shall be absolute with respect to the
portion of the Development Project as to which such variance has been granted. No delays in or
failure in enforcing this Declaration or the Development Restrictions as to any breach or violation
thereof shall impair, damage or waive the right of any party entitled to enforce the same to obtain
relief against or recover for continuation or repetition of such breach or violation or any similar
21
breach or violation thereof at any later time or times.Variances must be evidenced in writing,must
be signed by the Administrator(or,in the case of the Association, at least a majority of the board)
and the City, and shall become effective upon their execution. Variances shall be strictly and
narrowly construed, and no granting of a variance shall be construed as being broader or less
restrictive than its plain wording. The granting of such a variance shall not operate to waive any
of the terms and provisions of this Declaration or the Development Restrictions for any purpose
except as to the particular provision hereof covered by the variance, and shall only constitute a
waiver or variance for the particular Development Site for which it is issued and is not transferrable
(except shall run for the benefit of successive Owners of the Development Site for which it is
issued); provided, however, that a variance shall be issued only in connection with a
simultaneously submitted(or amended)application to the Administrator for approval of a plan for
Improvements or alteration of Improvements on a Development Site. Such variance shall be valid
only as to the final approved Plans and Specifications for such Development Site and not a different
or other configuration of Improvements, unless the variance expressly states that it is
"Unrestricted," which shall mean that it is a variance that is permanently associated with such
Development Site due to special site considerations and is not dependent on the final approved
Plans and Specifications for the Improvement of the Development Site. The granting or denial of
variances is in the sole discretion of the Administrator(or the directors of the Association as the
case may be),provided that the granting of variances must also be approved in writing by the City,
and UNDER. NO CIRCUMSTANCES SHALL THE ADMINISTRATOR.. (OR THE
DIRECTORS OF THE ASSOCIATION) EVER BE COMPELLED, BY COURT ORDER OR
OTHERWISE, TO GRANT A VARIANCE UNDER THE PROVISIONS OF THIS SECTION.
The granting of any variance shall never affect in any way the Owner's obligation to comply with
all Applicable Laws, regardless of whether or not they are consistent with or contrary to the
variance.
NOTICE: The granting of a variance under this Section is not a variance from any City
Ordinances.
ARTICLE IV
r
.Qlyners
_&sg5_smgnJs andliens
1. Formation; Designation; Assignment of Administrator Powers. The
Administrator shall have the right, but not the obligation, to form, as a Texas non-profit
corporation, a property owners' association(the "Association") for the sole purpose of enforcing
and administering this Declaration. At any time after the formation of the Association, the
Administrator may, but shall not be obligated to(in one or more assignments at various times as it
may choose), assign all or any part of the rights, powers, duties or obligations vested in the
Administrator by this Declaration to the Association,by written assignment recorded in the County
Records identifying the Association by name. The first such assignment and designation of the
Association that is filed by the Administrator shall be deemed to activate the Association for
purposes of acting hereunder. After any such activation of the Association, such rights as have
been so assigned shall be fully vested only in the Association, and the Association will expressly
be responsible for all duties given to it by the Administrator by the terms of such assignment.
Unless and until the Administrator activates the Association as provided above, all rights of
22
Administrator hereunder shall continue to reside in the Administrator. Notwithstanding the
foregoing, however, at such time as Declarant has not owned any portion of the Development
Project for ten (10)years, but only if the Association has been formed and activated prior thereto,
the assignment of all remaining rights, powers, authorities and responsibilities of Administrator
under this Declaration shall take place automatically, without the need for action by any party.All
approvals and/or variances granted from time to time by the Administrator shall be binding upon
the Association and all Owners of the Development Project.
2. Rights and Duties.Upon its formation and Administrator's activation thereof, the
Association shall have all of the rights and duties of the Administrator hereunder that have been
assigned to it by the Administrator, or that have devolved upon it by passage of time as provided
in Section I of this Article IV. If the assignment to the Association by the Administrator is of
"all" such rights, powers, authorities and duties of the Administrator(or are stated to include"all
maintenance and repair responsibilities"of the Administrator hereunder),then the assigned rights
and duties that become the responsibility of the Association will include, without limitation,
carrying out and enforcement of this Declaration and the Development Restrictions, the
management, operation, upkeep, maintenance, repair, and replacement of all Common Areas and
Common Facilities, if any, specifically including, but not limited to the maintenance of the Road.
After formation and activation of the Association, it may provide services to the Development
Project,using independent contractors engaged by the Association,such as,but without limitation,
security patrols, esplanade lighting, street cleaning, insect fogging or any other services provided
that are approved by a Required Majority of Owners("Approved Services"),and all Owners will
be assessed under the General Assessment for the cost of Approved Services regardless of whether
the Owner(s) in question voted to approve such Approved Services. The Administrator and
Association are each authorized to enter into one or more agreements with the District for the
District to maintain the Road, and for the Administrator and/or Association (on behalf of the
Owners) to fund such costs, including, but not limited to, reimbursing the District for previously
expended costs, and, if appropriate, establishing reserves for anticipated costs. The City will not
maintain the Road.
3. Membership and voting. Each Owner of a Development Site shall be a member
of the Association with such rights as are set forth in the Articles of Incorporation and Bylaws of
the Association. Voting rights for members of the Association shall be determined on the basis of
gross square footage of the portion of the Development Project owned by each member. The
Administrator may create as part of the Development Restrictions and in the Association formation
and governing documents,among other procedures for operation that are not in direct conflict with
the terms of this Declaration,rules regarding submissions of requests from,issuances of approvals
to, and exercise of voting rights by Owners of Development Sites where more than one Owner is
a fee or fractional interest Owner in such Development Site.
4. General and Special Assessments. The Association (and Administrator prior to
formation of an Association) shall expressly have the power to levy Assessments against land
within the Development Project in amounts which it deems necessary to effectuate the purposes
of and carry out this Declaration, excluding the cost of enforcement of obligations of a specific
Development Site Owner (collectively, the "General Assessment"); provided, however, that
General Assessments may be increased to cover unpaid Special Assessments (as hereinafter
23
defined) pending collection thereof from the Owner who is responsible for paying them, unless
the Association elects to (and is able) to borrow such funds. Upon collecting any Special
Assessment(s) from the Owner obligated for the Special Assessment, then if the same were
previously funded by General Assessments, the Special Assessment revenue will be placed into
the Association's (or Administrator's) general revenues and general revenue budget to reduce the
obligations of future General Assessments accordingly. In addition, the Association (and the
Administrator prior to its formation and designation) may assess specially against the Owner of a
Development Site(s), and against the Development Site(s) directly, all costs of remedying any
defaults under this Declaration and/or the Development Restrictions by the Owner or Lessee of
the Development Site(s) in question, by a specific enforcement Assessment ("Special
Assessment"),which may include,interest,late charges,penalties(if applicable)and attorney fees
and court costs for General Assessments that are delinquent (for delinquent account collection),
and for other enforcement action, including, without limitation, costs of injunctive actions, suits
for specific performance or declaratory relief, actions to foreclose the lien hereunder, and
enforcement or collection actions in any bankruptcy or receivership proceedings of any Owner.
Any General Assessment shall be levied on a uniform basis against all of the Development Sites
on the basis of gross land square footage within any Development Site. General Assessments and
Special Assessments are sometimes collectively or generically referred to herein as the
"Assessments"or an"Assessment."Common Areas and Common Facilities owned by Declarant
and/or by the Association for common use by Owners are exempt from Assessment. If any portion
of Development Site consists of an easement for common use by Owners, then the Owner of that
Development Site shall be assessed for and shall have voting rights as to its entire acreage
notwithstanding such area affected by such easement.
5. Use of Assessments In General.Any Assessment collected by the Association(or
Administrator before Association is activated with such powers) shall be used for one or more of
the following purposes as the Association may deem appropriate in its reasonable discretion:
maintenance of the Road (either directly or by contract with the District), planting, landscaping,
watering or irrigation, mowing, tree surgery and general upkeep and maintenance of planted or
landscaped areas; provision of safety and security measures; enforcement of parking restrictions;
enforcement of this Declaration and/or the Development Restrictions; maintenance of medians,
esplanades, sidewalks and easement areas in or adjacent to the Development Project and common
areas owned by or under easements to the Association; mowing of the portion of unsold Reserves
located within fifty (50) feet of a road; removal of illegal dumping on common areas and unsold
Reserves; reimbursement of reasonable costs and expenses of the Association in connection with
its operation and management and administration of this Declaration and/or Development
Restrictions (including but not limited to charges related to engagement of third a�Yarchitects
engineers, attorneys, accountants and other consultants in connection with such operation and
administration), taxes, insurance, attorneys' fees, costs of Approved Services and such other
non-capital and capital items of expense and expenditure as may be deemed by the Association, in
its discretion and good faith, to be necessary or desirable for the carrying out of these provisions
and for the general benefit of members of the Association. In no event shall the Association expend
any Assessments for a single capital replacement or addition that costs in excess of$100,000.00
without a vote of the Required Majority of Owners approving such expenditure that was held in
accordance with the Association's governing documents.
24
6. Lien to Secure Assessments.To secure the payment of any Assessments levied by
the Association(or Administrator before Association is activated with such powers)and any other
sums due hereunder (including, without limitation, interest, late fees or delinquency charges), a
lien is hereby reserved and created in favor of the Association against each Development Site.The
lien reserved and created hereby is subject only to,and except as expressly set forth to the contrary
in this Declaration shall be subordinate and inferior to,automatically and without the necessity of
another document, any and all first lien purchase money deeds of trust and liens in favor of third
party financial institutions or representing bona fide seller financing. By accepting a deed to a
Development Site, each Owner of such Development Site expressly grants to the Association a
lien for the payment of any Assessments, and such lien shall be binding with a power of sale to
enforce such lien by non-judicial foreclosure pursuant to the provisions of Section 51.002 of the
Texas Property Code, or any successor statute governing enforcement of consensual liens on real
estate (the "Code"), and for the purposes of a trustee to conduce the sale, the President of the
Association (or any designated officer of Administrator before Association is activated) are the
trustee with authority to conduct such sale. Alternatively, the Association may institute a suit or
proceeding at law or in equity or take any lawful action to enforce collection of any defaulted
Assessments, including, but not limited to, an action to foreclose the lien reserved and created
herein securing any Assessments. Any foreclosure may be brought by the Association in the same
manner as an action to foreclose the lien of a mortgage of deed of trust on real property in
accordance with the Code.
7. Delinquent Assessments. Any Assessment not paid within thirty (30) days after
the due date shall bear interest at the maximum per annum ceiling rate allowed by applicable usury
laws from the due date until paid or, if there is no maximum lawful rate applicable to such
transaction, then at the rate of eighteen percent (18%) per annum. The Association (or
Administrator before the Association is activated with such powers) may bring an action at law
against the Owner personally obligated to pay the Assessment(s),,foreclose the lien against the
Development Site (per Article IV, Section 6 hereof), or pursue both such remedies to the extent
not mutually exclusive, in addition to pursuing and enforcing any equitable remedies such as
mj unction, specific performance, and/or declaratory judgment. Interest, court and other collection
costs and attorneys' fees incurred in any such action shall be added to the amount of such
Assessment or charge.
8. Mandatory Date for Formation of Association. Notwithstanding the foregoing,
at such time as Declarant (or its designated transferee or assignee as successor named and
designated in writing in the County Records) no longer owns at least forty percent (40%) of the
gross square footage of the Development Project, any one or more Owners of Development Sites
with an aggregate of more than fifty percent(50%)of the gross square footage of the Development
Project may form or compel the formation of the Association for the purposes stated herein. Such
Owners shall thereupon send notice of the formation of the Association to all Owners of record of
Development Sites as shown by the tax assessors'rolls of Harris County,Texas and shall file such
notice, signed by the requisite Owners of Development Sites in the County Records.
9. Optional Loans by Declarant. Declarant may, but is not obligated to, advance
funds for the maintenance and improvement of the common areas (and other expenses of the
Association or Administrator provided herein), and the operation of the Association (or of
25
Administrator prior to establishment of the Association). Such funds shall be reimbursed to the
Declarant by the Association, with 6% interest from the date advanced, as an obligation of the
Association. The loan(s) shall be represented by one or more promissory notes executed by the
Association payable to the order of Declarant and providing for a repayment period not to exceed
five (5) years from the date of the note. The loan(s) shall be paid in equal quarter annual
installments amortized over five (5)years.
ARTICLE V
Public Infrastructure
1. Construction of the Road /City Inspection. The Road shall be constructed by
Declarant in accordance with the Site Plan and to City specifications for a public road, including
an emergency connection from the end of the Road to and/or from Sjolander Road, together with
an emergency access gate (known as a 911 Gate) to which the City and District have access for
emergencies. No internal sidewalks along the Road will be constructed since the Development
Project is a Business Park where pedestrian access and usage is not typical. The City agrees to
inspect the Road upon completion of its construction by Declarant and to deliver to Declarant and
the District a letter confirming that the Road has been completed in accordance with the
engineering standards and specifications for a public road and the City acknowledges that the Road
is a public road,but to be maintained solely by the District or the Association,not the City.
2. Dedications.
(a) The Road. The Road shall be dedicated as a public road on the plat for the
Development Project,to be dedicated to the Public,but subject to the District's agreement
to maintain the Road in Section 3 below.
(b) Sjolander Right-of-Way. Additionally, and notwithstanding that the
Development Project takes no access to Sjolander Road, Declarant shall dedicate to the
City an additional thirty foot(30')right-of-way along the west side of Sjolander Road, and
to construct a sidewalk to City specifications within such area.
3. Maintenance of the Road by the District. Upon receipt of the City's letter
referenced in subsection 1 above,the District shall thereafter maintain the road in accordance with
the City's engineering and maintenance standards and Applicable Laws for similar roads in the
City,as set forth in the Utility Functions and Services Allocation Agreement,as amended,between
the City and the District. The District shall follow all standard District procedures and Applicable
Laws, including applicable bidding requirements in performing all necessary repairs and
maintenance for the Road. The District is responsible for all costs of Road maintenance and pay
such costs through legally available revenues, including such revenues received from the
Association pursuant to agreement between those parties. If the Road is not accepted for
maintenance by the District, for any reason,then the Association shall directly maintain the Road.
The parties acknowledge that the City is not obligated to maintain the Road,and will not maintain
the Road.
i
26
4. Road Use and Regulation. The City may enforce City Ordinances and Applicable
Laws as to the use of the Road.
5. Sjolander Sidewalk. Declarant shall construct to City specifications a sidewalk
along the west side of Sjolander Road in the newly dedicated right of way, at no cost to the City.
All landscaping and fencing within the Green Belt Reserve and sidewalks along Sjolander Road
shall be installed prior to final plat.
6. Green Belt Reserve. Declarant shall develop the Green Belt Reserve in
accordance with the Site Plan, as a buffer between the Development Project and Sjolander Road
(and residential housing east of Sjolander Road). The Green Belt Reserve shall be subject to the
jurisdiction and control of the Association. At Declarant's discretion,the Green Belt Reserve may
be included within Reserves in fee title, but subject to the easement for Green Belt Reserve
purposes, may be conveyed in fee simple to the District or to the Association. The drainage and
detention areas within the Green Belt Reserve shall be designed and constructed by Declarant in
accordance with all Applicable Laws, including without limitation the requirements of Harris
County Flood Control District in order to provide ample drainage capacity for the Development
Project. The Green Belt Reserve is hereby restricted in perpetuity as a green space reserve to be
maintained by the Association. Except for detention and related drainage improvements, no
Improvements may be constructed in the Green Belt Reserve and no equipment, supplies, goods,
containers and shipping palettes or other materials may be stored or located thereon. In additional
to complying with vegetated buffer requirements contained in the City Ordinances for the area
along Sjolander Road, Declarant shall install a black coated six foot(6) tall chain link fence and
an additional row of landscaping between the fence and the detention ponds. The Administrator
with concurrence of the City,acting through the City Manager,may approve minor variations and
details relating to this landscaping buffer. No other landscaping is required to be placed or
maintained in the Green Belt Reserve, but the Owner or developer of each portion of the Green
Belt Reserve may elect to further landscape the Green Belt Reserve on such Owner's or developer's
Development Site, provided any such further landscaping complies with the City's landscape
requirements,as they now exist or may be hereinafter amended.Regardless of anything contained
herein or elsewhere to the contrary,the landscape requirements contained in City Ordinances shall
apply throughout the Development Project. All landscaping and improvements within the Green
Belt Reserve required herein shall be installed prior to final plat.
7. Needlepoint Road Right Turn Lane. If the City commences construction of an
asphalt right turn lane from Needlepoint Road north onto Sjolander Road (across from the
Development Project) within five (5) years of the Effective Date, then the Declarant shall
contribute TWENTY THOUSAND ,AND NO/100 DOLLARS ($20,000.00) to the City to be
applied to the total cost.
ARTICLE VI
lam-
Imminadon
AmendMejat:
Enforcemol
1. Duration and Amendment/City Consent. Each condition and covenant
contained in Declaration shall remain in full force and effect until December 313 20701 and shall
27
automatically renew for successive ten (10) year periods thereafter; provided, however, that this
Declaration shall not be automatically renewed and extended for such successive terms if,prior to
the expiration of the initial term hereof or any automatic renewal term that has then already
occurred, the Owners of seventy-five percent (75%) of gross square footage of the Development
Project (the "Required Majority of Owners") execute and acknowledge a declaration of
termination, to be effective upon the expiration of the then current initial or renewal term, and
record the same in the County Records. The Required Majority of Owners at any time after the
Association has been formed and activated,may by written declaration signed and acknowledged
by them and the Administrator in the County Records, alter or amend, but not terminate, the
restrictions, conditions and covenants contained herein and this right shall exist as long as the
Required Majority of Owners and the Administrator shall so desire.References in this Declaration
to a percentage (or fraction) of the gross square footage of the Development Project shall be
determined by excluding from the numerator and the denominator any portion of the Development
Project that is platted, dedicated or otherwise acquired or used as a public street, drainage or
detention structure, park or other common area, but shall include the Green Belt Reserve. The
foregoing notwithstanding, no amendment of Articles II, III,V,VI or VIII,nor termination of this
Declaration shalt be effective without consent of the City.
2. Enforcement. The Declaration shall be enforceable exclusively by Declarant,
Administrator, and the Association (after its formation and activation with such powers), and
additionally, as to the Special Restrictions, by the City, and as to Article V, by the District, and
their respective successors and assigns. Enforcement may be by an action for injunction to restrain
or enjoin a violation or threatened violation of the Declaration, or by an action for damages, or
both.If any such party bringing suit to enforce the terms and provisions hereof shall prevail therein,
such party shall also be entitled to recover therein (or in a separate suit) a reasonable sum as
attorney's fees from the party or parties against whom judgment is rendered. It is further agreed
that if a suit for injunctive relief is brought for enforcement of the Declaration, the party against
whom such suit is brought shall have no right to, and by having accepted any deed or lease to
property within the Development Project shall be conclusively deemed to have covenanted and
agreed not to(and to have waived any right to),urge or assert as a defense that an adequate remedy
at law exists. Under no circumstances is any party who is subject to the Declaration be liable for
consequential,special or punitive damages as a result of any breach hereof. Each Owner from time
to time of any Development Site shall be bound by the Declaration and liable for breaches or
defaults thereof related to its Development Site only during that Owner's ownership of such
Development Site, and such Owner shall not be liable for breaches hereof by any subsequent
Owner(or user) of such Development Site;provided,however,that nothing herein exculpates any
Owner who sells a Development Site from liability to its transferee to the extent the transferring
Owner contractually warranted or guaranteed compliance herewith or contractually agreed to
indemnify the subsequent Owner from any non-compliance existing as of the date of the
conveyance of the Development Site to the new Owner.
ARTICLE VII
[INTENTIONALLY DELETED]
28
ARTICLE VIII
Gmeral Provisions
1. Representations by Declarant.Declarant represents and warrants that it owns fee
simple title to the Development Project lands, subject to all existing liens, restrictions, easements,
rights-of-way, and other encumbrances of record in the County Records.
2. Term; Covenants Run With Land. The tern of this Declaration is as set forth in
Article VI hereof. The terms and provisions of this Declaration shall run with the land and bind
the land within the Development Project and each Owner from time to time of each Development
Site or any interest in any such Development Site,and each Lessee,occupant,and user of any such
Development Site from time to time, for the duration (term) stated in the respective sections
referenced in the preceding sentence.
3. Additional Property. The Administrator shall have the right to bring within the
Development Project additional property in its discretion. Any additions authorized under this
Article VIII, Section 3 shall be made by filing of record in the County Records, a supplemental
declaration with respect to the additional property, which shall extend this Declaration(as therein
modified) to such property, executed by the Administrator. Upon such filing, the Development
Project shall include the additional property described in such supplemental declaration.
4. Approvals by Administrator, Association and/or the City. whenever in this
Declaration any approval or consent of the Administrator,the Association (if activated with such
powers)and/or the City is required,such consent or approval shall be consistent with the purposes
and intent of these Declarations and shall not be withheld arbitrarily or in bad faith. The
Administrator, the Association and the City shall have no liability for the granting or withholding
of any such approval or consent if(i) done in good faith or(ii) done in bad faith by another party
hereto. It is understood that while Administrator has the power of consent or approval hereunder,
r
and while the vote of Declarant is the control vote in the Association after it is activated, the
Administrator will be acting in the self-interest of Declarant in material respects in regard to
preserving, retaining, and enhancing the value of Development Sites that it owns, and such self-
interest does not, by itself, constitute an element of or evidence of bad faith in decision making
hereunder.
5. Rights and obligations of Lenders. If by virtue of any right or obligation set
forth herein, a lien shall be placed upon any Development Site, such lien shall expressly be
subordinate and inferior, except as set forth in this Article VIII, Section 5, to the lien of any first
lienholder now or hereafter placed on such Development Site. Except as set forth in the preceding
sentence, however, any holder of a first lien on any Development Site, and any assignee or
successor in interest of such first lienholder, shall be subject to the terms and conditions of this
Declaration. Notwithstanding anything herein contained or implied to the contrary, any and all
liens created pursuant to the terms hereof shall be paid and satisfied in full upon the sale of any
Development Site or any property to which such lien attaches, and if not so paid upon sale, such
29
lien shall no longer be subordinate and inferior to any lien on such Development Site or property,
and the lien created hereunder shall become a first and prior lien to all existing and future liens.
6. Limitation of Liability. Any person acquiring fee or leasehold title to any
Development Site shall be bound by this Declaration only as to the Development Site acquired by
such person. In addition, such person shall be bound by this Declaration only during the period
such person is the Owner or Lessee of such Development Site, except as to obligations, liabilities
and responsibilities that accrue during said period of such Owner's ownership or Lessee's leasehold
interest. Although persons may be released herein, the easements, covenants, conditions,
restrictions and encumbrances contained in this Declaration shall continue to be benefits to and
servitudes upon said tracts running with the land comprising the Development Project.
7. Use of"Gateway Ten Business Park". The name "Gateway Ten Business Park"
shall not be used in connection with any business or trade or operations on or any portion of the
Development Project without the prior written consent of the Administrator, which consent the
Administrator may withhold in its sole discretion. All rights,titles and interest in and to the name
"Gateway Ten Business Park"are expressly reserved and retained by Declarant.
8. Notices. Any notice required or desired to be given under this Declaration shall be
in writing and shall be deemed to have been properly given and served when(I*)three(3)days after
deposit in the United States Mail,certified,return receipt requested,postage prepaid,and properly
addressed,or(ii)delivered in person or receipted for at the proper notice office address of the party
being served if sent or delivered by any other means,in each case addressed,if to an Owner,to the
Owner's last known address as shown on the records of the Administrator(or the Association after
activated) at the time of such mailing or, if to the Administrator, to its President, Secretary or
registered agent at its address specified herein(as amended from time to time as hereinafter stated).
The initial address for the Administrator and Declarant shall be:
3900 Lee Street
Alexandria, Louisiana 71302
Attn: Gregg H. Thompson
Such address for the Administrator shall be effective unless and until a notice of change of address
shall be made and filed by Administrator in the County Records specifying a different address (in
which event such address specified in such notice shall be the address, for the purposes of this
Article VIII, Section 8 for the Administrator thereafter). Upon activation of the Association,
notices shall be given to the Association at the office of its State of Texas registered agent shown
in the records of the Texas Secretary of State unless and until the President of the Association
records a notice of change of address for the Association in the County Records. If any Owner
(other than Declarant) fails to give written notice of a change of address to the Administrator or,
after it is activated,the Association,then notice to such Owner at or care of any address where an
Owner has a building completed within the Development Project will be effective as notice
hereunder or, in the absence of any such existing building owned by that Owner,to the address of
the Owner set forth in the instrument of conveyance whereby such Owner took title to the
Development Site that it most recently purchased in the Development Project based on the good
30
faith inquiry of the Administrator or Association with available title data of a title insurer. Any
notice address provided by any Owner to the Administrator or Association hereunder must include
(even if there is a separate address for mail) a street address that is not a mail drop or post office
box type address so that overnight courier services(such as FedEx) can deliver to the Owner or a
live representative of the Owner at such address during normal business hours.
9. Law Governing. This Declaration shall be governed by and construed in
accordance with the laws of the State of Texas.
10. Successors and Assigns; Assignment of Declarant Rights.This Declaration, and
all the terms and provisions hereof, shall be binding upon Declarant, its successors, assigns and
successors in title, and violations of this Declaration by any such parties shall be enjoinable and
actionable as herein provided.The rights and powers of Declarant and/or Administrator hereunder
may be assigned by Declarant to any third party who purchases all or all remaining (or any part
of) Development Project lands,but no such assignment of Declarant or Administrator rights shall
ever transfer with Declarant' s transfer of title to any part of the Development Project unless
Declarant expressly and specifically executes and records a written assignment of the Declarant
and/or Administrator's rights (or any of them) under this Declaration, which express assignment
of Declarant or Administrator rights may be included in any conveyance document or by separate
instrument. Declarant may also, likewise by specific express recorded assignment only, convey
Declarant's and/or Administrator's enforcement rights under this Declaration to any property
owners' association formed to govern or manage any part of the Development Project.
11. Severability.This Declaration is intended to be performed in accordance with,and
only to the extent permitted by, all Applicable Laws, ordinances, rules and regulations of
governmental authorities having jurisdiction. If any provision of this Declaration, or the
application thereof to any person or circumstance, shall,for any reason or to any extent,be held to
be invalid or unenforceable, then the remainder of this Declaration and the application of such
provision to other persons or circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted by law.
12. Headings. The headings contained in this Declaration are for reference purposes
only and shall not in any way affect the meaning or interpretation hereof.
13. Miscellaneous. The singular wherever used herein shall be construed to mean or
include the plural when applicable, and the necessary grammatical changes required to make the
provisions hereof apply either to corporations (or other entities) or individuals, male or female,
shall in all case be assumed as though in each case fully expressed. If any part of this Declaration
shall be in conflict with any term of a previously recorded deed of conveyance to any portion of
the Development Project, the term of the prior deed of conveyance shall govern, but only to the
extent of such conflict. If additional restrictions are imposed upon a Development Site by
Declarant in the instrument by which Declarant conveys a Development Site or any portion
thereof,the terms of the deed of conveyance shall be in addition to the Declaration herein and shall
be solely in favor of Declarant unless otherwise specifically stated in the instrument of conveyance.
31
14. City Joinder. The City joins in this Declaration for purposes stated herein,
including, but not limited to, (i) enforcing the Special Restrictions (and the related defined terms
used therein), and(ii)joining in all amendments or terminations of this Declaration. The joinder
of the City herein shall not be deemed to make the City primarily responsible (all of which
responsibility it hereby expressly disclaims)for monitoring or enforcement of any requirement of
this Declaration , but the City has the authority (but not the obligation) to enforce the Special
Restrictions.
15. Limited District Joinder. The District joins in this Declaration for purposes of
Article V. The joinder of the District herein shall not be deemed to require joinder of the District
in any amendments or terminations of this Declaration.
[REMAINDER OF PA GE INTENTION ALL Y LEFT BLANK-
SIGNATURE PAGES FOLL0WI
32
SIGNATURE PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY TEN BUSINESS PARK
IN WITNESS WHEREOF, this Declaration is executed on the date set forth below to
be effective as of the Effective Date first set forth above.
DECLARANT:
GATEWAY TEN BUSINESS PARK,LLC,
a Texas limit d liability company
By: .cam7.
Name: Robert RatcIiff,
Title: Manager
THE STATE OF LOUISIANA §
PARISH OF RAPIDES §
This instrument was acknowledged before me on thisAday of June, 2023, by
Robert Ratcliff, Sr., Manager of GATEWAY TEN BUSINESS PARK, LLC, in that
capacity and on behalf of said limited liability company.
Jt
of Pu Ii i and for he State o iisiana
Kathyrn E.Ussery
Nc tary Public ID#66760
Parish of Rapides
My Commission expires with life.
SIGNATURE PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY TEN BUSINESS PARK
IN WITNESS WHEREOF, this Declaration is executed on the date set forth below to be effective
as of the Effective Date first set forth above.
ADMINISTRATOR:
RATCLIFF DEVELOPMENT,LLC,
a Louisiana limited liability company
By-
Name: Gre Thompson
Title: anag
THE STATE OF LOUISIANA §
PARISH OF RAPIDES §
This instrument was acknowledged before me on this day of June, 2023, by Gregg H.
Thompson, Manager of Ratcliff Development, LLC, a Louisiana limited liability company, on
behalf of said limited partnership.
tary 'ublic in nd Eor'Ke State of c zisiana
Kathyrn E. ry
Notary Public ID#66760
Parish of Rapides
My Commission expires with life.
[JOINDER PAGES FOLLOW)
JOINDER PAGE
DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS
FOR GATEWAY TEN BUSINESS PARK
The City of Baytown,Texas
The CITY joins herein for the purposes stated herein and accepts and acknowledges the benefits
of such provisions:
CITY OF BAYTOWN, TEXAS
By.
Name:
Title:
Date: June 92023
JOINDER PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY TEN BUSINESS PARK
Harris County Municipal Utility District No. 473
The HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 473 joins herein for the
purposes stated herein and accepts and acknowledges the benefits of such provisions:
HARRIS COUNTY MUNICIPAL UTILITY
DISTRICT NO. 473
By:lAkLum zyl&etA��
Name: KA'll'f' 6V IGTAX4igA1
Title: 1l.7'CI PREV.Z06or
Date: �1 jJt5 N , 2023
Exhibits:
Exhibit"A" Legal Description
Exhibit"B" Site Plan showing 911 gate and fence, and 30' Sjolander right of way dedication
Exhibit"C" Conceptual Architectural Renderings
After Recording,Return To:
Jennifer Graff
Kean Miller LLP
1400 Woodloch Forest Drive
The Woodlands,Texas 77380
EXHIBIT"A"
Legal Descrizionn 'ect
TRACT 1 (Fee Simpl).
FIELD NOTES of a 58.708 acre tract of land situated in the Ashbel Smith Survey,Abstract 954,
Harris County, Texas and being all of that same land conveyed by Fireside Holdings LLC. & 1-
10 Sjolander LLC to New Sjolander LLC by Deed dated May 19, 2017 and recorded under
County Clerk's File#RP-2017-222808 of the Official Public Records of Real Property of Harris
County, Texas. This 58.708 acre tract of land is more particularly described by the following
metes and bounds,to-wit:
NOTE: BEARINGS ARE STATE PLANE BEARINGS AND ALL COORDINATES REFER
TO THE TEXAS STATE PLANE COORDINATE SYSTEM,SOUTH CENTRAL ZONE,NAO
83. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR = 1.0000000.
REFERENCE IS MADE TO THE MAP OF EVEN DATE ACCOMPANYING THIS METES
AND BOUNDS DESCRIPTION.
BEGINNING at a 1 inch iron pipe inside a 2 inch iron pipe found in the South right-of-way line
of Interstate Highway 10 (right-of-way width varies) at the Northeast corner of that certain 8.00
acres conveyed by Virginia Evans, et al,to Roy Valladares, et al,by Deed dated March 12, 2003
and recorded under County Clerk's File #V753526 of the Official Public Records of Real
Property of Harris County, Texas. Said point being the Northwest corner and POINT OF
BEGINNING of this tract and has a State Plane Coordinate Value of Y=13,864,666.79 and
X=3,2 54,674. 16.
THENCE: North 78°05'06" East along the Westernmost North line of this tract and the South
right-of-way line of said Interstate Highway 10 for a distance of 1301.80 feet to a 1/2 inch iron
rod, with cap (BHA), set for the Northernmost Northeast corner of this tract and the Northwest
corner of 1-10 Sjolander Minor Plat as recorded under Film Code#677339 of the Map Records
of Harris County,Texas. Said point has a State Plane Coordinate Value of Y=13,864,935.56 and
X=351255,947.91;from which a 1/2 inch iron rod,with busted cap,found for the Northeast corner
of that certain 15 feet wide right-of-way strip conveyed to City of Baytown by said Minor Plat
bears North 78°05'06"East 320.00 feet.
THENCE: South 16°46'54"East along the Northernmost East line of this tract and the West line
of said I-10 Sj olander Minor Plat for a distance of 203.86 feet to a 1/2 inch iron rod, with cap
(BHA)., set for an interior corner of this tract and the Southwest corner of said 1-10 Sjolander
Minor Plat. Said point has a State Plane Coordinate Value of Y=13,864,740.3 8 and X=3,256,006.
77.
THENCE:North 78°05'06"East along the Easternmost North line of this tract and the South line
of said 1-10 Sjolander Minor Plat for a distance of 320.00 feet to an "x" cut in concrete set for
the Easternmost Northeast corner of this tract, the Southeast corner of said 15 feet wide right-of-
way strip and an interior corner of Sjolander Road(right-of-way width varies). Said point has a
State Plane Coordinate Value of Y=139864,806.45 and X=3,256,319.88.
THENCE: South 16°46'54" East along the Southernmost East line of this tract and the West
right-of-way line of said Sjolander Road for a distance of 307.84 feet to a 1/2 inch iron rod,with
cap (BHA), set for an angle point in said line. Said point has a State Plane Coordinate Value of
Y=13,864,511.72 and X=3,256,408. 76.
THENCE: South 10'5654"East along the Southernmost East line of this tract and the West right-
of-way line of said Sjolander Road for a distance of 1076.40 feet to a 1/2 inch iron rod,with cap
(SHA), found for the Southeast corner of this tract and the Easternmost Northeast corner of that
certain 32.85 acres conveyed by Jonathan Groves,et ux,to JCG Real Estate,LLC by Deed dated
July 1, 2013 and recorded under County Clerk's File #20130335919 of the Official Public
Records of Real Property of Harris County,Texas. Said point has a State Plane Coordinate Value
of Y=13,863,454.91 and X=3,256, 613.19; from which a 1/2 inch iron rod found for the
Easternmost Southeast corner of said 32.85 acres bears South 11°52'16"East 61.03 feet.
THENCE: South 78°00'07" West along the South line of this tract and the Easternmost North
line of said 32.85 acres for a distance of 1647.05 feet to a 1 inch iron rod found for the Southwest
corner of this tract and the Southeast corner of said 8.00 acres. Said point has a State Plane
Coordinate Value of Y=13,863,112.52 and X=3,255,002.12.
THENCE: North 11'54'54"' West along the West line of this tract and the East line of said 8.00
acres for a distance of 1588.49 feet to the PLACE OF BEGINNING and containing within these
boundaries 58.708 acres or 2,557,316.997 square feet of land.
SITE PLAN
OVERALL SITE AREA=58.7 AC SF) [-f6TAl.BUILDING AREA--226,000SF j6ovERArw=e-cj%
............
FIT
c
(fill
1®R-
..........-
1
t
1 `
t�
a
v
z
J
in
x
p
�v
in jai
f
snu .: Pua?t #rs.m7 7st,a'v lem .7557
f 11WHXI
6 � ,
j \
\ �
\ ® « \
2
. y\.
s
t
rt:
s y:
s
A {
a
c�
0
i
C7
Z
Q
J �
LLJ
LLI
T
0] �r
a
� t
I �
� I t