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Ordinance No. 16,364 (Item 5.b.)ORDINANCE NO. 16,364 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO THE RENEWAL OR EXTENSION OF THE INDUSTRIAL DISTRICT AGREEMENT WITH BLUE TIDE BAYTOWN, LLC, FORMERLY BLUE TIDE ENVIRONMENTAL, LLC AND TOPSAIL ENERGY BAYTOWN, LLC; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to the renewal or extension of the Industrial District Agreement with Blue Tide Baytown, LLC, formerly Blue Tide Environmental, LLC and Topsail Energy Baytown, LLC. A copy of said agreement is attached hereto, marked 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 81h day of January, 2026. 'j/ 'i- , Z-" ATTEST: F R ANGELA A ON; City.Clerk APPROVED AS FORM:: �7-4 SCOTT LE*40ND, City Attorney R:\Ordinances and Resolutions\Ordinance Drafts\2026-1-8\Renewal IDA with Blue Tide Baytown.kh.docx Exhibit "A" Industrial District Agreement This Industrial District Agreement ("Agreement") is made and entered into between the City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City," and Blue Tide Baytown, LLC (formerly Blue Tide Environmental Baytown, LLC and Topsail Energy Baytown, LLC). hereinafter referred to as "Property Owner." In consideration of the promises and of the mutual covenants and agreements herein contained, it is agreed by and between the City and Property Owner as follows: I. Parties This Agreement is made under the authority of Texas Local Government Code Annotated §42.044 (Vernon 1993), article XI, §5 of the Texas Constitution and other applicable law. The parties to the Agreement and their addresses are: The "City" City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Copy to: City of Baytown Attn: City Attorney P.O. Box 424 Baytown, TX 77522 2. The "Property Owner" Blue Tide Baytown, LLC Attn: Chief Accounting Officer 4400 Post Oak Parkway, Suite 1980 Houston, TX 77027 Tax Statement Address: Blue Tide Baytown, LLC Attn: Chief Accounting Officer 4400 Post Oak Parkway, Suite 1980 Houston, TX 77027 [I. Identification of Property and Industrial District This Agreement includes provisions concerning certain real estate and tangible personal property owned or leased by the Property Owner. Real estate located outside the corporate limits of the City is sometimes referred to herein as the "affected area," and it is described in Exhibit A, which is attached to this Agreement and made a part hereof. Acting pursuant to the above mentioned authority, the City Council of the City has by ordinance, designated the affected area as an industrial district, the same to be known as Baytown Industrial District No. 3 (the "Industrial District"). III, Term The term of this Agreement is fifteen tax years, from 2025 through 2039, unless it is sooner terminated under the provisions hereof. This Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of the parties to this Agreement and shall remain in effect for fifteen years. This Agreement supersedes any prior existing agreements between the Property Owner and the City relating to the subject matter specific to the term hereof. IV. Limited Immunity from Annexation by the City In consideration of the obligations of the Property Owner herein set forth, the City hereby guarantees for the term of this Agreement the immunity of the affected area from annexation of any type by the City except for such parts of the affected property as may be necessary to annex property owned by third parties within the Industrial District that the City may decide to annex. Additionally, this Agreement shall not affect the continuation of any limited purpose annexation status to which the affected area is now subject. V. Industrial District Payment As part of the consideration for the City's undertakings as set forth above, the Property Owner agrees to pay to the City on or before December 3 I 't of each year during the term hereof a sum of money equal to: the Base Value Industrial District Payment plus the Added Value Industrial District Payment. The sum of the Base Value Industrial District Payment plus the Added Value Industrial District Payment shall be referred to as the Industrial District Payment. A. Base Value Industrial District Payment The Base Value Industrial District Payment shall be calculated as follows: (1) the fair market value as agreed to and stipulated by the parties to be as follows for each year indicated: 2025 $25,530,031.00 2026 $25,530,031.00 2027 $25,530,031.00 2028 $25,530,031.00 2029 $25,530,031.00 2030 $25,530,031.00 2031 $25,530,031.00 2032 $25,530,031.00 2033 $25,530,031.00 2034 $25,530,031.00 2035 $25,530,031.00 2036 $25,530,031.00 2037 $25,530,031.00 2038 $25,530,031.00 2039 $25,530,031.00 hereinafter referred to as the "Base Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City, multiplied by the applicable Yearly Payment Rate as detailed below: TAX YEAR YEARLY PAYMENT RATE 2025 .66 2026 .66 2027 .66 2028 .66 2029 .66 2030 .66 2031 .66 2032 .66 2033 .66 2034 .66 2035 .66 2036 .66 2037 .66 2038 .66 2039 .66 plus (3) the value of the situs inventory, which is the personal property and inventory stored or held on or within the affected property which is not owned by the Property Owner, as assessed each year by the Chambers County Appraisal District, multiplied by (4) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City and multiplied by the applicable Yearly Payment Rate as detailed below: TAX YEAR YEARLY PAYMENT RATE 2025 .66 2026 .66 2027 .66 2028 .66 2029 .66 2030 .66 2031 .66 2032 .66 2033 .66 2034 .66 2035 .66 2036 .66 2037 .66 2038 .66 2039 .66 On or before February l" of each contract year during the term of this Agreement, the Property Owner shall file separate written information reports with the City's Director of Finance stating the name and address of each person to whom the Property Owner leased or other provided storage space on (1) January I` of the current contract year and (2) September I` of the preceding year. Additionally, if the Property Owner on or before July I" of each year certifies under oath that the Property Owner has required the owner of the situs property to make the payment to the City for the portion of the Base Value Industrial District Payment calculated pursuant to subsection (3) and (4) this Subsection A, the City shall invoice such owner for that amount. However, nothing herein shall be construed so as to relieve the Property Owner from making the full Industrial District Payment on or before December 3 1 " of each year should the owner of the situs property fail to timely pay that portion of the Base Value Industrial District Payment calculated pursuant to subsection (3) and (4) this Subsection A. B. Added Value Industrial District Payment The Added Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area on January 1 of each year in which an Industrial District Payment is due hereunder minus the Base Year Value, hereinafter referred to as the "Added Value", multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by the applicable added value industrial district payment rate detailed below; and (3) reduced by any applicable discount as described below in Section V.C. The applicable Added Value Industrial District Payment Rate shall be determined using the following chart: TAX YEAR ADDED VALUE INDUSTRIAL DISTRICT PAYMENT RATE 2025 .66 2026 .66 2027 .66 2028 .66 2029 .66 2030 .66 2031 .66 2032 .66 2033 .66 2034 .66 2035 .66 2036 .66 2037 .66 2038 .66 2039 .66 If the formula used in calculating the Added Value Industrial District Payment produces a negative number, then the Added Value Industrial District Payment shall be $0.00. C. Added Value Industrial District Payment Discount The following discounts shall apply to the Added Value Industrial District Payment: (1) For added value resulting from capital expansions and improvements totaling between $10,000,000.00 and $50,000,000.00, the Added Value Industrial District Payment attributable to such expansions and improvements shall be reduced by l5°o. (2) For added value resulting from capital expansions and improvements totaling between $50,000,000.00 and $100,000,000.00, the Added Value Industrial District 5 Payment attributable to such expansions and improvements shall be reduced by 20° o. (3) For added value resulting from capital expansions and improvements totaling over $100,000,000.00, the Added Value Industrial District Payment attributable to such expansions and improvements shall be reduced by 30°u. For purposes of this section, the amount of qualifying capital expansions and improvements shall be determined annually by the City based on documentation provided by the Property Owner and subject to verification by the City. The applicable discount shall be applied only to the portion of the Added Value Industrial District Payment attributable to the qualifying expansions or improvements in the year in which it is first fully assessed and all subsequent years under the term of this Agreement. VI. Valuations and Collections A. Generally The parties hereto recognize that said Chambers County Appraisal District is not required to appraise for the City the land, improvements, and tangible property, real or mixed, in the affected area, which is not within the corporate limits of the City, for the purpose of computing the payments hereunder. For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including, in particular, the Texas Property Tax Code), except, however, that (i) to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City, the provisions of this Agreement will control where in conflict with the provisions of such laws and (ii) the income method of appraisal as described in Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which a rental market exists. Specifically, nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists, instead if such method is used, the chief appraiser shall: l , use income and expense data pertaining to the property, if possible and applicable; 2. make any projections of future income and expenses only from clear and appropriate evidence, 3. use data from generally accepted sources in determining an appropriate capitalization rate; and 4. determine a capitalization rate for income -producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. The parties agree that the fair market value of the Property Owner's land, improvements, and tangible property subject to Subsections B and C of this section shall be determined in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment under this Agreement on properties annexed or disannexed subsequent to the commencement of this Agreement. The City may choose to use the appraised value as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination), or by appraisal conducted by an independent appraiser of the City's selection at the City's expense. The determination of fair market values by the City shall be final and binding unless the Property Owner within thirty (30) days after receipt of the City's determination petitions for a Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section XIII hereof. Nothing contained herein shall ever be construed as in derogation of the authority of the Chambers County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. B. Adiustment of Base Value for Property Inside the Corporate Limits but Subsequently Disannexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is disannexed from the corporate limits of the City during the term of this Agreement, shall become part of the affected area immediately upon disannexation. The value for such disannexed land, improvements and tangible property, real or mixed shall be determined as described in Subsection A of this Section based upon the year in which the property is disannexed and shall be added to the Base Value specified in Article V each year after the disannexation for purposes of payment hereunder. C. Adiustment of Base Value for Property Outside the Corporate Limits but Subsequently Annexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is annexed into the corporate limits of the City during the term of this Agreement, shall be removed from the affected area the year after the annexation. The value for such annexed land, improvements and tangible property, real or mixed shall be determined as described in Subsection A of this Section based upon the year in which the property is annexed and shall be subtracted from the Base Value specified in Article V each year after the annexation for purposes of payment hereunder. D. Statements The City shall mail one statement to the Property Owner on or about December 1 of each year showing the total amount due on December 31 of such year pursuant to this Agreement. Such statement shall be mailed to the "Tax Statement Address" noted in this Agreement. Any amounts due on December 31 that are not paid when due shall become delinquent on January l of the following year. Provided, however, if the tax statement is mailed after December 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties, interest, attorneys' fees and costs of collection as recoverable by the City in the case of delinquent ad valorem taxes. The City shall have a lien upon the Property Owner's land within the affected area upon any delinquency in the Industrial District Payment. E. Valuation Contests If any differences concerning the appraised values shall not have been finally determined by the due date of the Property Owner's payment hereunder and the Property Owner is pursuing through a declaratory judgment action as specified in Subsection A, the Property Owner shall, without prejudice to such action, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Chambers County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner; if not paid timely, the refund amount shall bear interest at the rate specified in Section 2251.025 of the Texas Govemment Code beginning 60 days after the City received both the Property Owner's written refund request and the Chambers County Appraisal District's formal notification that the appraised value of the property has been reduced. VII. Compliance with Law The City and the Property Owner mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in the Industrial District, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Property Owner and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of the City adjacent to the Industrial District shall also be applicable to the affected area. The Property Owner agrees that any industrial or other activity carried on within the affected area will be constructed in strict compliance with all applicable valid state and federal air and water pollution control standards. If the Property Owner's property within the affected area is subject to the Occupational Safety and Health Act, 29 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its facilities and improvements in the affected area comply with the applicable fire safety standards of such act and the resolutions from time to time promulgated hereunder (the "OSHA Standards"), but there shall be no obligation to obtain any permits of any kind from the City in connection with the construction, operation or maintenance of improvements and facilities in the affected area not located within the corporate limits of the City. Nonetheless, the Property Owner agrees that any structure built within the affected area shall be built in accordance with the building code adopted by the City in effect at the time of construction. 8 The City and the Property Owner recognize that activities in the City's industrial districts are subject to regulation by other governmental entities, including the state and federal governments and their various departments and agencies. The City and the Property Owner also recognize that the City may have an interest in activities in the City's industrial districts that are regulated by other governmental entities. Nothing in this Agreement is intended to limit the City's right and authority to communicate its interest in, or opposition to, those activities to the applicable regulatory agencies or to participate, to the extent allowed by law, in any related administrative or judicial proceeding. Vill. Inspections The Chief Appraiser of the Chambers County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided in the Texas Property Tax Code as amended. IX. Default A. Default by Property Owner In the event of default by the Property Owner in the performance of any of the terms of this Agreement, including the obligation to make the payments above provided for, the City shall have the option, if such default is not fully corrected within sixty (60) days from the giving of written notice of such default to the Property Owner to either (i) declare this Agreement terminated or (ii) continue the term of this Agreement and collect the payments required hereunder. Notwithstanding any to the contrary contained herein, should the City determine the Property Owner is in default according to the terms and conditions of Section VII hereof, the City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at the address stated in this Agreement, and if such default is not cured within sixty (60) days from the date of such notice (the "Cure Period") then such failure to cure shall constitute a material breach of this Agreement; provided that, in the case of a default under Section VII for causes beyond the Property Owner's control that cannot with due diligence be cured within such sixty (60) day period or in the event that the failure to cure results from ongoing negotiations with federal or state officials, administrative proceedings or litigation regarding the necessary cure steps, then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. B. Default by City In the event of default by the City, the Property Owner may, if such default is not fully corrected within 60 days from giving written notice of such default to the City, terminate this Agreement. Upon such termination, both the Property Owner and the City shall be relieved of all further obligations hereunder, but the Property Owner shall not be relieved of the obligation to pay any amounts that accrued prior to such termination. In the event of termination, the City shall have Z the right to repeal the ordinance designating the affected area as an industrial district. Provided, however, if the termination occurs as a result of the City's exercising its option to terminate (as provided in the first sentence of this Section IX), the City shall not have the right to annex the affected area into the general corporate limits of the City so as to subject the affected area to ad valorem taxes for any part of the period covered by the Property Owner's last payment hereunder. X. Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth on the cover page of this Agreement. Any such notice in writing may be given in any other manner. If given by registered or certified mail, the notice shall be effective when mailed. With the exception of annual bills for payments due herein, notice given in any other manner shall be effective when received by the Property Owner or the City, as the case may be. XI. No Further Expansion of Taxing Jurisdiction Nothing herein contained shall be construed to change or enlarge the jurisdiction, power or authority of the City over or with respect to the affected area as prescribed by applicable law, except as specifically provided in this Agreement. The Property Owner shall not be obligated by virtue of this Agreement, or the establishment of the industrial district covering the affected area not within the corporate limits of the City, to make any payments to the City in the nature of a tax or assessment based upon the value of the Property Owner's property in the affected area during the term of this Agreement other than the payments specified herein. Specifically, the Property Owner shall not be liable for any City taxes within the affected area, including, without limitation, City ad valorem taxes on taxable property within the affected area. XII. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and is a member of Channel Industries Mutual Aid organization ("CIMA") or similar organization, the Property Owner shall reimburse the City for costs incurred by the City in providing fire protection services to the Property Owner as shall be provided in the charter, bylaws and agreements pursuant to which CIMA or such similar organization is organized and operates. If the Property Owner requests and receives mutual aid firefighting assistance and is not a member of CIMA or a similar organization, then the Property Owner shall be required to reimburse the City for costs actually expended by the City in providing any firefighting assistance to the Property Owner, including chemical and personnel costs. XIII. Declaratory Judgment Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris E County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes. If the controversy affects an Industrial District Payment, the Property Owner shall, pending final determination of said controversy, pay to the City on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the amount owed by the Property Owner to the City. The Property Owner agrees to tender any additional amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. XIV. Assignment This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Property Owner and the City only. If the Property Owner conveys all or any part of the property then covered hereby, the Property Owner shall notify the City within 30 days of the conveyance and shall thereafter cease to be obligated with respect to the property so conveyed and the Base Value plus the Added Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed, only if the grantee thereof enters into an Industrial District Agreement with the City with respect to such property so conveyed. No right or obligation under this Agreement may be sold, assigned or transferred. XV. Authority The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner of a possessory estate (including a leasehold estate) in the land comprising the affected area, which will not terminate before the expiration date of this Agreement. Additionally, the officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. XVI. No Municipal Services It is agreed that during the term of this Agreement, the City is under no obligation to provide any governmental, proprietary or other municipal services to the affected area. Specifically, but without limitation, it is agreed that the City shall not be required to furnish (1) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5) garbage pickup service. XVII. Severability If any provision of this Agreement, or any covenant, obligation or agreement contained herein, including, without limitation, that term hereof, is determined by a court to be invalidated or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to comply with applicable law. If it is not possible to so reform such provision, covenant, obligation or agreement, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Provided, further that such invalidity or unenforceability shall not affect any valid and enforceable provision thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the above, if the application of this Section XVII requires reformation or revision of any term that removes or materially diminishes the obligation of the Property Owner to make the payments to the City described herein (except in the event of a reformation that shortens the term of this Agreement), the City shall have the option to declare this Agreement terminated. Will. Complete Agreement This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. M. Non -waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XX. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXI. Headings The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. XXII. Choice of Law: Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 12 XXIII. Airccment Read The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf of the Property Owner this I Oth day of December, 2025, and on behalf of the City this day of 2025. 13 Blue Ti y own, Terence J. McHugh Printed Name Chief Executive Officer Title STATE OF TEXAS COUNTY OF f Before me, �'Le 6 _ , the undersigned notary public, on this day personally appeared a -, , the _ C . Eb, of Blue Tide Baytown, LLC the owner of the affected property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes, in the capacity, and for the consideration th rein expressed. SUBSCRIBED AND SWORN before me this jwday of , 2025. Notary Public in and for the State of Texas VICKI 9ARRERA Noary Public, State Texaa �. Comm. Expires 02-17-2028 Note ID b47171 14 ATTEST: Angela Jackson, City Clerk APPROVED AS TO FORM: Scott Lemond, City Attorney Teresa McKenzie, Finance Director 15 CITY OF BAYTON Charles Johnson, Mayor Exhibit A-1 Tract 1: 6651 West Bay Road, Baytown, TX 77523 A tract or parcel containing 16.119 acres (702,123 square feet) of land situated in the Christian Smith League, Abstract No. 22, Chambers County, Texas, being out of and a part of the residue of 48.791 acres conveyed to RDK, L.C. by Hansa Company by deed dated December 30, 1992, and recorded in Volume 195 at Page 135 of the Official Public Records of Chambers County, Texas, said 16.119 acre tract of land being more particularly described by metes and bounds as follows. The bearings shown hereon are based on the Texas State Plane Coordinate System, South Central Zone, NAD 83: Commencing at al/2 inch iron rod found for in the West right of way line of West Bay Road, 80 foot wide right of way, being the southeast corner of a called 11.174 acre tract, called 11.178 acres in Volume 450, Page 465 of the Official Public Records of Chambers County; Thence South 78 degrees 24 minutes 41 seconds West, along the south line of said 11.174 acres, pass at 639.45 feet a 1/2 inch capped iron rod found for the southwest corner of said 11.174 acres, and the southeast corner of a called 7.203 acre tract surveyed this date, in all a distance of 724.45 feet to a 1/2 inch capped iron rod found for the southeast corner of the herein described tract and the point of beginning; Thence South 78 degrees 24 minutes 41 seconds West, along the north line of a 10.089 acre tract surveyed this date, a distance of 506.85 feet to a 1/2 inch capped iron rod found for angle point; Thence South 77 degrees 34 minutes 24 seconds West, continuing along the north line of said 10.089 acre tract surveyed this date, a distance of 418.34 feet to a 5/8 inch capped iron rod set for corner; Thence North 12 degrees 12 minutes 48 seconds west, a distance of 56.00 feet to a 5/8 inch capped iron rod set for corner; Thence South 77 degrees 47 minutes 12 seconds West, pass at 20.00 feet a 5/8 inch iron rod set for reference, in all a distance of 346.43 feet to the southwest corner of the herein described tract; Thence North 06 degrees 26 minutes 39 seconds East, along the east line of Cedar Bayou, a distance of 194.64 feet to the westerly northwest corner of the herein described tract; Thence North 78 degrees 17 minutes 27 seconds East, with the westerly north line of this tract of land, at a distance of 50.00 feet found a 1/2 inch iron rod on line, in all a total distance of 393.90 feet to a 1/2 inch capped iron rod found for interior corner of the herein described tract; Thence North 11 degrees 40 minutes 54 seconds West, with an east line of this tract of land a distance of 470.95 feet to a 1/2 inch iron rod found for the northerly northwest corner of the herein described tract; Thence North 78 degrees 18 minutes 36 seconds east, with the north line of this tract of land a distance of 751.89 feet to a 1/2 inch iron rod found at the beginning of a tangent curve to the right; Thence in a southeasterly direction with said curve to the right, having a central angle of 90 degrees 04 minutes 10 seconds, a radius of 130.00 feet, an arc length of 204.36 feet, and a chord bearing and distance of South 56 degrees 39 minutes 19 seconds East, 183.96 feet to a 1/2 inch iron rod found for the point of tangency; Thence South 11 degrees 37 minutes 14 seconds East, a distance of 332.67 feet to a 1/2 inch capped iron rod found for angle point; Thence South 02 degrees 11 minutes 25 seconds West, a distance of 152.10 feet to a 1/2 inch capped iron rod found for angle point; Thence South 11 degrees 37 minutes 14 seconds East, a distance of 100.00 feet to the point of beginning and containing' 16.119 acres of land, more or less. Tract 2: 6651 West Bay Road, Baytown, TX 77523 A tract or parcel containing 7.234 acres (315,132 square feet), being the remainder of a called 8.379 acres of land situated in the Christian Smith League, Abstract No. 22, Chambers County, Texas, being out of and a part of the residue of 48.791 acres conveyed to RDK, L.C. By Hansa Company by deed dated December 30, 1992, and recorded in Volume 195 at Page 135 of the Official Public Records of Chambers County, Texas, said 7.203 acre tract of land being more particularly described by metes and bounds as follows. The Bearings shown hereon are based on the Texas State Plane Coordinate System, South Central zone, NAD 83: Commencing at a 1/2 inch iron rod found for in the West right of way line of West Bay Road, 80 foot wide right of way, being the southeast corner of a called 11.174 acre tract, called 11.178 acres in Volume 450, Page 465 of the Official Public Records of Chambers County; Thence South 78 degrees 24 minutes 41 seconds West, along the south line of said 11.174 acres a distance 639.45 feet to a %: inch capped iron rod found for the southwest corner of said 11.174 acres, the southeast corner of the herein described, and the point of beginning; Thence South 78 degrees 24 minutes 41 seconds West, for a distance 85.00 feet to a 1/2 inch capped iron rod found for the easterly southwest corner of the herein described tract; Thence in a northerly direction with the easterly west line of this tract of land the following courses to 1/2 inch iron rods found for angle corners of this tract of land: North 11 degrees 37 minutes 14 seconds West, 100.00 feet; North 02 degrees 11 minutes 25 seconds East, 152.10 feet; North 11 degrees 37 seconds 14 minutes west, 332.67 feet to a 112 inch iron rod found for the point of curvature of this tract of land; Thence in a northwesterly direction with a West line of this tract of land, and said curve to the left, having a central angle of 90 degrees 04 minutes 10 seconds, a radius of 130.00 feet, an arc length of 204.36 feet, and a chord bearing and distance of North 56 degrees 39 minutes 19 seconds west, 183.96 feet to a 1/2 inch iron rod found for the point of tangency; Thence South 78 degrees 18 minutes 36 seconds west, with a south line of this tract of land a distance of 751.89 feet to a 1/2 inch iron rod found for an interior corner of this tract of land; Thence South 11 degrees 40 minutes 54 seconds East, with the westerly east line of this tract of land a distance of 470.95 feet to a 1/2 inch iron rod found for the westerly southeast corner of this tract of land; Thence South 78 degrees 17 minutes 27 seconds West, with a south line of this tract of land, at a distance of 343.90 feet found a 1/2 inch iron rod on line, in all a total distance of 393.90 feet to a point for the southwest corner of this tract of land, in the west line of said residue of 48.791 acres, and in the shoreline of Cedar Bayou; Thence in a Northerly direction with the west lines of this tract of land, the west lines of said residue of 48.791 acres, and the east line Cedar Bayou the following courses: North 18 degrees 35 minutes 57 seconds East, 45.23 feet; North 67 degrees 38 minutes 05 seconds West, 30.85 feet; North 12 degrees 42 minutes 09 seconds West, 32.81 feet; North 23 degrees 35 minutes 30 seconds West, 60.30 feet; North 05 degrees 26 minutes 38 seconds East, 25.22 feet; North 24 degrees 32 minutes 29 seconds East, 34.51 feet; North 20 degrees 47 minutes 06 seconds West, 70.61 feet; North 06 degrees 51 minutes 44 seconds East, 110.48 feet; North 14 degrees 08 minutes 34 seconds West, 31.30 feet; North 52 degrees 27 minutes 41 seconds West, 18.43 feet; North 10 degrees 24 minutes 58 seconds East, 39.02 feet; North 25 degrees 59 minutes 46 seconds West, 60.22 feet; Thence North 50 degrees 19 minutes 25 seconds West, a distance of 14.67 feet to a point for the northwest corner of this tract of land, the northwest corner of said residue of 48.791 acres, and the southwest corner of the residue of 413.081 acres conveyed to Texas Genco Holdings, Inc., by Reliant Energy Incorporated by August 31, 2002, and recorded in Volume 575 at Page 835 of the Official Public Records of Chambers County, Texas; Thence North 78 degrees 18 minutes 36 seconds East, with the north line of this tract of land, the north line of said residue of 48.791 acres, and the south line of said residue of 413.081 acres, at a distance of 64.08 feet set a 5/8 inch capped iron rod on line, in all a total distance of 1348.70 feet to a 1/2 inch iron rod found for the northeast corner of this tract of land, the northeast corner of said residue of 48.791 acres, and the northwest corner of said 11.174 acres. Thence South 11 degrees 37 minutes 14 seconds East, along the west line of said 11.174 acres for a distance of 772.99 feet to the point of beginning and containing 7.234 acres of land, more or less. Tract 3: 6651 West Bay Road, Baytown, TX 77523 A tract or parcel containing 10.089 acres (439,482 square feet), called 10.059 acres of land in Volume 492, Page 504 of the Official Public Records of Chambers County, in the Christian Smith League, Abstract No. 22, Chambers County, Texas, and being out of and part of a certain tract of land called 48.791 acres conveyed to RDK, L. C. by Hansa Company by deed dated December 30, 1992, and recorded in Volume 195 at Page 135 of the Official Public Records of Chambers County, Texas, said 10.089 acres being more particularly described by metes and bounds as follows. The bearings shown hereon are based on the Texas State Plane Coordinate System, South Central Zone, NAD 83: Beginning at al/2 inch iron rod found in the west right-of-way line of west bay road (80 foot wide right-of-way) for the southeast corner of said 48.791 acres, the northeast corner of that certain tract called 34.5202 acres conveyed to Heavy Haul Inc., described in Volume 380, Page 624 of the Official Public Records of Chambers County, Texas, being the southeast corner and point of beginning of the herein described tract; Thence South 78 degrees 54 minutes 09 seconds West, along the south line of said 48.791 acres, the north line of said called 34.520 acres and the south line of this tract, a distance of 1235.68 feet to a 1/2 inch iron rod found for an angle point in said line; Thence South 77 degrees 47 minutes 12 seconds West, along the south line of said 48.791 acres, the north line of said called 34.520 acres and the south line of this tract, at 421.95 feet pass a 5/8 inch capped iron rod set for reference, in all, a total distance of 772.65 feet to the southwest corner of the herein described tract; Thence North 00 degrees 44 minutes 00 seconds East, a distance of 109.61 feet to an angle point; Thence north 03 degrees 07 minutes 02 seconds east, a distance of 151.79 feet to the northwest corner of the herein described tract; Thence North 77 degrees 47 minutes 12 seconds East, along the westernmost north line of this tract, over and across said 48.791 acres, at 326.43 feet pass a 5/8 inch capped iron rod set for reference, in all, a total distance of 346.43 feet to a 5/8 inch capped iron rod set for the westerly northeast corner of the herein described tract; Thence South 12 degrees 12 minutes 48 seconds East, along the northernmost east line of this tract, for a distance of 56.00 feet to a 5/8 inch capped iron rod set for an interior corner of this tract; Thence North 77 degrees 34 minutes 24 seconds East, along the easternmost north line of this tract, over and across said 48.791 acres for a distance of 418.34 feet to a 5/8 inch iron rod set for an angle point in said line; Thence North 78 degrees 24 minutes 41 seconds east, along the easternmost north line of this tract, at 591.85 feet pass the southwest corner, of a certain 11.174 acre tract surveyed this date, called 11.178 in Volume 505, Page 284 of the Official Public Records of Chambers County, in all, a total distance of 1231.30 feet to a 1/2 inch iron rod found for the southeast corner of said 11.174 acres and northeast corner of this tract, on the west line of west bay road and the cast line of said 48.791 acres; Thence South 12 degrees 13 minutes 46 seconds East, along the west line of said west bay road, the east line of said 48.791 acres and the east line of this tract, a distance of 217.27 feet to the point of beginning and containing 10.089 acres of land, more or less. Tract 4: 6651 West Bay Road, Baytown, TX 77523 A tract or parcel of land containing 11.174 acres (486,750 square feet) of land in the Christian Smith League, Abstract 22, Chambers Country Texas, out of that certain residue of a called 48.791 acre Tract of land conveyed by Hansa Company to RDK, L.C., by deed dated December 30, 1992 and recorded in Volume 195 at page 135 of the Official Public records of Chambers County, Texas, being that same tract called 11.178 acres conveyed to Dome Hydrocarbons, L. C., described in Volume 505, Page 284 of the Official Public Records of Chambers County, said 11.174 acre tract being more particularly described by metes and bounds as follows. The bearings shown hereon are based on the Texas State Plane Coordinate System, South Central zone, NAD 83: Beginning at a 1/2 inch iron rod found in the intersection of the south and west right-of-way lines of west bay road (80 feet wide right-of-way) at the easternmost northeast corner of said residue Tract out of called 48.791 acres. Said 1/2 inch iron rod being the easternmost northeast corner and point of beginning of said 11.174 acres herein described; Thence South 11 degrees 30 minutes 45 seconds East, along the southernmost east line of said 11.174 acres herein described (same being the -west right-of-way line of said west bay road and the southernmost east line of said residue tract out of said 48.791 acres) for a distance of 539.06 feet to a 1/2 inch iron rod found for an angle point in said line; Thence South 12 degrees 14 minutes 58 seconds East, along the southernmost east line of said 11.174 acres herein described (same being the west right-of-way line of said west bay road and the southernmost east line of said residue tract out of said 48.791 acres) for a distance of 195.40 feet to a 1/2 inch capped iron rod found for the southeast corner of said 11.174 acres herein described; Thence South 78 degrees 24 minutes 41 seconds West, along the south line of said 11.174 acres herein described for a distance 639.45 feet to a 1/2 inch capped iron rod found for the southwest corner of said 11.174 acres herein described; Thence North 11 degrees 37 minutes 14 seconds West, along the west line of said 11.174 acres herein described for a distance of 772.99 feet to a 1/2 inch iron rod found in the westernmost north line of said residue tract out of said 48.791 acres and the south line of that certain called 413.081 acre tract of land conveyed to Genco Holdings, described in Volume 575, Page 835 of the Official Public Records of Chambers County, Texas, for the northwest corner of said 11.174 acres herein described; Thence North 78 degrees 18 minutes 36 seconds East, along the westernmost north line of said 11.174 acres herein described (same being the westernmost north line of said residue tract out of said 48.791 acres and the south line of said 413.081 acres) for a distance of 459.39 feet to a 1/2 inch iron rod found in the right-of-way line of said west Bay Road for the westernmost northeast corner of said 11.174 acres herein described and the westernmost northeast corner of said residue tract out of said 48.791 acres; Thence South 17 degrees 28 minutes 54 seconds East, along the northernmost east line of said 11.178 acres herein described (same being the right-of-way line of said west bay road and the northernmost east line of said residue tract out of said 48.791 acres) for a distance of 36.99 feet to a 5/8 inch capped iron rod set for the southernmost southwest corner of west bay road and an Interior corner of said 11.174 acres herein described; Thence North 79 degrees 14 minutes 56 seconds East, along the easternmost north line of said 11.174 acres herein described (same being the south right-of-way line of west bay road and the easternmost north line of said residue tract out of said 48.791 acres) for a distance of 175.18 feet to the point of beginning and containing 11.174 acres of land, more or less. AND BEING FURTHER DESCRIBED BY SURVEYED METES AND BOUNDS AS FOLLOWS: Metes and bounds description of a 44.797 acre tract of land, being the same property as that called 44.792 acre tract or parcel of land conveyed to Topsail Energy Baytown, LLC as recorded in Volume 1662, Page 108, Official Public Records, Chambers County, Texas (O.P.R.C.C.T.), said Topsail Energy now being Blue Tide Environmental Baytown, LLC per name change document State Record 20212034633-File Number 6031743 filed with the Delaware Secretary of State Division of Corporations, said called 44.792 acre tract also being comprised of a called 11.174 acre tract, a called 16.198 acre tract, a called 10.189 acre tract and a called 7.231 acre tract, all as recorded in said Volume 1662, Page 108, O.P.R.C.C.T., said 44.797 acre tract being situated in the Christian Smith League, Abstract 22, Chambers County, Texas, said 44.797 acre tract being more particularly described by metes and bounds as follows: All bearings and coordinates are based on the Texas Coordinate System, South Central Zone, NAD83 (CONUS), Epoch 2010, in US Survey feet. Distances are in US Survey feet. BEGINNING at a 5/8" iron rod with Audubon plastic cap set for the most Easterly Northeast corner of the herein described 44.797 acre tract and of said called 11.174 acre tract, said Northeast corner being in a South right-of-way line of West Bay Road, said "POINT OF BEGINNING" having coordinates N=13,841,219.92, E=3,262,143.86; THENCE, along an East line of said 11.174 acre tract and partially along the West right -of way line of West Bay Road, South 11°30'45" East, a distance of 539.06 feet to a %:" iron rod found for corner; THENCE, along said West right-of-way line of West Bay Road and an East line of said 11.174 acre tract, South 12*14158" East, a distance of 195.40 feet to a %:" iron rod found at the Southeast corner of said 11.174 acre tract, said Southeast corner being the Northeast corner of said 10.189 acre tract; THENCE, along the South line of said 10.189 acre tract, South 78°58'31" West, a distance of 1236.40 feet to a 5/8" iron rod with Audubon plastic cap set for corner; THENCE, along the South line of said 10.189 acre tract, South 77148'43" West, at a distance of 421.27 feet pass a 1/2" iron rod with plastic cap stamped "RPLS 980" found for reference, and continuing for a total distance of 825.97 feet (call=S77050'51"W, 825.85') to a point for the Southwest corner of the herein described 44.797 acre tract and the Southwest corner of said 10.189 acre tract; THENCE, along a West line of said 10.189 acre tract, North 00044'00" East, a distance of 115.66 feet (call=115.13') to a point; THENCE, along a West line of said 10.189 acre tract, North 03107102" East, a distance of 151.79 feet to a point in a South line of said 16.198 acre tract; THENCE, along the South line of said 16.198 acre tract, South 77147'12" West, a distance of 41.32 feet to a point; THENCE, along the West line of said 16.198 acre tract, North 06°26'39" East, a distance of 203.28 feet to a point; THENCE, along the West deed lines of said called 7.234 acre tract the following courses: North 18°35'37" East, a distance of 45.23 feet to a point; North 67038'25" West, a distance of 30.85 feet to a point; North 12042'29" West, a distance of 32.81 feet to a point; North 23135'50" West, a distance of 60.30 feet to a point; North 05126' 18" East, a distance of 25.22 feet to a point; North 24°32'09" East, a distance of 34.51 feet to a point; North 20047'26" West, a distance of 70.61 feet to a point; North 06052'04" West, a distance of 110.48 feet to a point; North 14108'54" West, a distance of 31.30 feet to a point; North 52128'01" West, a distance of 18.43 feet to a point; North 10024'38" East, a distance of 39.02 feet to a point; North 26100'06" West, a distance of 60.22 feet to a point; North 50°19'45" West, a distance of 14.56 feet to a point; THENCE, along the North line of said 7.231 acre tract and along the South line of a called 5.368 acre tract as recorded in Volume 297, Page 398 Chambers County Deed Records, North 78017'07" East, at a distance of 64.00 feet pass a 5/8" iron rod with Audubon plastic cap set for reference, and continuing for a total distance of 1348.42 feet to a 1/2" iron rod found for corner, said corner being the Northwest corner of said 11.174 acre tract; THENCE, along the North line of said 11.174 acre tract, North 78018'36" East, a distance of 459.39 feet to a 1/2" iron rod found for corner of said 11.174 acre tract and of the herein described 44.797 acre tract, said corner being in a West right-ofway line of West Bay Road; THENCE, along the most Northerly East line of said 11.174 acre tract, South 17028'54" East, a distance of 36.99 feet to a 1/2" iron rod found for corner; THENCE, along the South right-of-way line of West Bay Road, North 79014'56" East, a distance of 175.18 feet to the POINT OF BEGINNING and containing 44.797 acres, or 1,951,355 square feet of land. +�rM'[� •rr c..�s••..I yxu» u.a\ .eya]cI xo )) _+ �rwf.• f WEST BAY ROAD 1 4 ,. 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