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BAWA Resolution No. 2014-14RESOLUTION NO. 2014 -14 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY AUTHORIZING AN INTERLOCAL AGREEMENT CONCERNING THE ACQUISITION OF PROPERTY FOR THE BAWA EAST PROJECT; AUTHORIZING PAYMENT IN THE AMOUNT OF TWO MILLION SIX HUNDRED THIRTEEN THOUSAND SIX HUNDRED AND NO /100 DOLLARS ($2,613,600.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER AUTHORITY: Section 1: That the Board of Directors of the Baytown Area Water Authority hereby authorizes an interlocal agreement concerning the acquisition of property for the BAWA East Project. A copy of the agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the Board of Directors of the Baytown Area Water Authority hereby authorizes the payment in the amount of TWO MILLION SIX HUNDRED THIRTEEN THOUSAND SIX HUNDRED AND NO /100 DOLLARS ($2,613,600.00) to the City of Baytown consistent with the agreement authorized in Section 1 hereof. Section 3: That the General Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO/ 100 DOLLARS ($50,000.00) or less, provided that the original contract price may not be increased by more than ten percent (10 %) or decreased by more than ten percent (10 %) without the consent of the contractor to such decrease. Section 4: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Area Water Authority. INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors of the Baytown Area Water Authority this the 201h day of August, 2014. NDA BRADLEY SMITH, President ATT T: �) �3 \114FIivI1;1i,i1r/ LETICIA BRYSCH, Asst ant Secretary APPROVED AS TO FORM: NA MCI O RAMIREZ, SR., Gen Counsel \Icobfs0l \IegaIkKaren4Files\BA W AU Resolution\ 2014W ugust\ Cit yofBaytownlnterlocalResolution .doc Exhibit "A" INTERLOCAL AGREEMENT CONCERNING THE ACQUISITION OF PROPERTY FOR THE BAWA EAST PROJECT STATE OF TEXAS COUNTY OF HARRIS § This Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project (the "Agreement ") is made by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City ") and the BAYTOWN AREA WATER AUTHORITY, a conservation and reclamation district in Harris County created under Section 59, Article XVI, Texas Constitution (`BAWA "). WHEREAS, BAWA desires to construct the Baytown Area Water Authority (BAWA) 6 MGD Surface Water Treatment Plant in Chambers County on approximately 60 acres of land, more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the Property); and WHEREAS, on August 16, 2014, BAWA authorized its General Manager to execute an earnest money contract for the purchase of the Property for an amount not to exceed THREE MILLION AND NO/ 100 DOLLARS ($3,000,000.00); and WHEREAS, the owner of the Property entered into a Purchase and Sale Agreement with Chambers County Improvement District No. 1, which agreement is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes (the "Purchase and Sale Agreement "); and WHEREAS, Chambers County Improvement District No. 1 assigned the Purchase and Sale Agreement to the City of Baytown; and WHEREAS, the Purchase and Sale Agreement may not be again assigned without the express written approval of the seller; and WHEREAS, in order to proceed as rapidly as possible to closing, the City has agreed to close on the Property and then convey the Property to BAWA in accordance with the terms and conditions specified herein; NOW, THEREFORE, for and in consideration of the mutual obligations and benefits contained herein, the City and BAWA agree as follows: Section 1. Closing. The City, with the assistance of the BAWA as herein specified, agrees to endeavor to fully perform under the Purchase and Sale Agreement in order to acquire the Property. Section 2. Status. The City shall provide BAWA updates concerning the progress of the closing pursuant to the terms of the Purchase and Sale Agreement. Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project, Page 1 Section 3. Funds to be provided by BAWA. For and in consideration of the services to be provided by the City in furtherance of this Agreement, BAWA shall tender funds to the City in the amount of TWO MILLION SIX HUNDRED THIRTEEN THOUSAND SIX HUNDRED AND NO.' 100 DOLLARS ($2,613,600.00) consistent with the Purchase and Sale Agreement. All payments required to be made herein shall be payable within a time period so as not to delay or frustrate the City's closing on the Property. Section 4. Conveyance of the Property. Within sixty (60) calendar days after the City closes on the Property, the City will convey the same to the Baytown Area Water Authority via a deed without warranty at no additional cost to BAWA. BAWA shall, however, be responsible for all expenses associated with recording such deed. Section 5. Termination. Should the City fail for any reason to close on the Property, this Agreement shall automatically be terminated and any funds provided to the City pursuant to this Agreement shall be refunded to BAWA within thirty (30) days of such termination. Upon the termination of this Agreement, both parties shall be relieved of their respective obligations herein stated, except for the refund obligation specified hereinabove. This Agreement shall not be subject to termination for convenience. Section 6. Parties in Interest. This contract shall bind and benefit the City and BAWA and shall not bestow any rights upon any third parties. Section 7. 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 or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 8. Compliance with Applicable Laws. The parties hereto shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. Section 9. Choice of Law; Venue. This contract is subject to and shall be construed in accordance with the laws of the State of Texas, the laws of the federal government of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction. This contract is performable in Harris County, Texas. Section 10. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address described below or at such other address as the receiving party may have theretofore prescribed by notice to the sending party: Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project Page 2 BAWA Baytown Area Water Authority Attn: President, Board of Directors P.O. Box 424 Baytown, Texas 77522 -0424 Fax: (281) 420 -6586 Ci1y City of Baytown Attn: City Manager P.O. Box 424 Baytown, Texas 77522 -0424 Fax: (281) 420 -6586 Section 11. Audits. The City and BAWA may, at any reasonable time, conduct or cause to be conducted an audit of the other parties' records and financial transactions as they pertain to this Agreement. The cost of said audit will be borne by the entity requesting the audit. The City and BAWA shall make available all of its records in support of the audit. Section 12. Ambiguities. In the event of any ambiguity in any of the terns of this contract, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 13. Captions. The captions of the sections and subsections, if any, of this Agreement are for convenience and ease of reference only and do not define, limit, augment or describe the scope, content or intent of this Agreement or of any part or parts of this Agreement. Section 14. Entire 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. Any oral representations or modifications concerning this instrument are of no force or effect excepting a subsequent modification in writing signed by all the parties hereto. Section 15. Assignment or Transfer of Rights or Obligations. Neither party shall sell, assign, or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the other party. It is expressly understood and agreed that the City by virtue of this Agreement does not assign any of its rights or obligations under the Purchase and Sale Agreement. Such rights and obligation shall remain those of the City throughout the period required in the Purchase and Sale Agreement and any extensions thereof. Section 16. Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. Section 17. Authority. 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 /she represents. Interlocal Agreement Concerning the Acquisition of Property for the BAWA East Project Page 3 IN WITNESS WHEREOF, the parties have made and executed this contract in multiple copies, each of which shall be an original and effective on the _ day of August, 2014. CITY OF BAYTOWN ROBERT D. LEIPER City Manager ATTEST: LETICIA BRYSCH City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. City Attorney BAYTOWN AREA WATER AUTHORITY BRENDA BRADLEY SMITH President ATTEST: LETICIA BRYSCH Assistant Secretary APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. General Counsel \ \COBFSO l \Legal \Karen \Files\BA W A \Contracts\ 2014\ BaytownlnterlocalforPurchaseotProperty .doc Interlocal Agreement Concernine the Acquisition of Property for the BAWA East Project, Page 4 Exhibit "A" BAWA John Steele, Abstract No. 227 60.00 Acres T. Shepard Survey Abstract No. 229 STATE OF TEXAS COUNTY OF CHAMBERS A METES & BOUNDS description of a certain 60.00 acre tract of land in the John Steele Survey, Abstract No. 227 and T. Shepard Survey, Abstract No. 229, Chambers County, Texas; being out of those certain tracts conveyed to Cedar Crossing, L.P. by instruments recorded in Clerk's File Numbers 3125 -B (Volume 456, Page 155) (Filed May 22, 2000), 83.44 -S (Volume 810, Page 495)(Filed September 20, 2005) and 8345 -S (Volume 810, Page 583) (Filed September 20, 2005), all of the Official Public Records of Chambers County, Texas; said 60.00 acre tract of land being more particularly described as follows with all bearings being based on The Texas Coordinate System, South Central Zone, NAD 83; BEGINNING at a 3/4 -inch iron rod found set at the northwest corner of tract 12 of Schedule 1B of Deed from Reliant Energy, Inc. to Texas Genco Holdings, Inc., recorded in File No. 6952 -B (Volume 575, Page 835) of the Official Public Records of Chambers County, Texas, filed September 3, 2002, said tract 12 being described by metes and bounds in Volume 384, Page 189 of the Deed Records of Chambers County, Texas. THENCE, South 06 °35'07" West, 899.78 feet (called North 06 °34'57 East, 899.90 feet, Vol. 384, Pg. 189) along the west line of said tract 12 to a 5/8 -inch iron rod found; THENCE, South 83 °23'41" East, 1000.00 feet (called North 83 024'56 West, 999.79 feet, Vol. 384, Pg. 189) to a 5/8 -inch iron rod found in the west line of a called 5.115 acre tract conveyed to Coastal Industrial Water Authority by Instrument recorded in Volume 308, Page 163 of the Deed Records of Chambers County, Texas; THENCE, in a southerly direction along the west line of said 5.115 acre tract, the following two (2) courses and distances; 1.) South 02 °09'52" West, 176.75 feet (called South 02 °11' West, Vol. 309, Pg.163) to a 3/4 -inch iron rod (with cap stamped "Cotton Surveying Company") set. 2.) South 27 °47'52" West, 107.80 feet (called South 27 °49' West, 107.8 feet, Vol. 308, Pg.163) to a 3/4 -inch iron rod (with cap stamped "Cotton Surveying Company") set in the south line of said 5.115 acre tract. THENCE, North 77 °54'52" East, 4.94 feet to a 3/4 -inch iron rod (with cap stamped Cotton Surveying Company") set; THENCE, South 00 °07'07" West, 283.13 feet along the west line of a called 76.434 acre tract (Reservoir Tract) conveyed to U.S. Dendro Steels, Inc. by Instrument recorded in File No. 00022693 (Volume 932, Page 1 of 2 PAPROJECTS \09986 - Baytown Area Water Author1ty \0001 -00 6 MGD Surface Water Treatment Plant\Survey \Legal Desc\M &B 60.00 Ac.doc BAWA 60.00 Acres John Steele, Abstract No. 227 T. Shepard Survey Abstract No. 229 Page 543) (Filed February 6, 2007) of the Official Public Records of Chamber County, Texas, to a 3/4 -inch iron rod (with cap stamped "Cotton Surveying Company") set; THENCE, North 89 °52'53" West, 1956.14 feet to a 3/4 -inch iron rod (with cap stamped "Cotton Surveying Company"), set; THENCE, North 12 °27'42" West, 1771.41 feet to a 3/4 -inch iron rod (with cap stamped "Cotton Surveying Company"), set in the south line of tract 9 of Schedule 1B of said deed from Reliant Energy, Inc. to Texas Genco Holdings, Inc. recorded in File No. 6952 -B (Volume 575, Page 835) (Filed September 3, 2002) of the Official Public Records of Chambers County, Texas, said tract 9 being described by Metes and Bounds in Volume 276, Page 469 of the Deed Records of Chambers County, Texas (second tract, 64.832 acres); said iron rod being in the arc of a curve to the right, the radius point of which bears South 02 °02'39" West, 750.00 feet. THENCE, in an easterly direction along the southerly line of said tract 9, the following two (2) courses and distances; 1. Along the arc of said curve to the right having a radius of 750.00 feet, a central angle of 04 °32'11 ", an arc length of 59.38 feet and a long chord bearing South 85 °41'16" East, 59.37 feet to a 3/4 -inch iron rod (with a cap stamped "Cotton Surveying Company") set at a point of tangency 2. South 83 °25'10" East, 1451.28 feet to the POINT OF BEGINNING, CONTAINING 60.00 acres of land in Chambers County, Texas. Cotton Surveying Company A o t —( A j r, 6335 Gulfton, Suite 100 Acting By/Through Martin G. Hicks Houston, TX 77081 -1169 Registered Professional Land Surveyor (713) 981 -0275 No. 4387 Texas BoardofTrof essiona[LandSurveying MHicks @jonescarter.com fgistration No. 10046100 r�u Page 2 of 2 P:\PROJECTS \09986 -Baytown Area Water Authority \0001 -00 6 MGD Surface Water Treatment Plant\Survey\Legal Desc\M &B 60.00 Ac.doc Exhibit "B" PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement ") is entered into as of the Effective Date (as set forth below) between CEDAR CROSSING, L.P., a Texas limited partnership ( "Seller "), and CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.1 ( "Purchaser'). WITNESSETH: In consideration of the mutual covenants set forth herein and in consideration of the earnest money deposit herein called for, the receipt and sufficiency of which are hereby acknowledged by Seller, the parties agree as follows: Section 1. Sale and Purchase. Seller shall sell, convey, and assign to Purchaser, and Purchaser shall purchase, assume and accept from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and conditions herein set forth, the surface estate only of approximately 60 acres of land in The Cedar Crossing Industrial Park, Chambers County, Texas, depicted on Exhibit A attached hereto (the "Prop '). Section 2. Purchase Price. The price for which Seller shall sell and convey the Property to Purchaser, and which Purchaser shall pay to Seller, in cash at Closing, is $1.00 per gross square foot as established by the Survey (the "Purchase Price "). Based upon the estimated 60 acre size of the Property, the estimated Purchase Price is Two Million Six Hundred Thirteen Thousand Six Hundred and No /100 Dollars ($2,613,600.00). Section 3. Earnest Money. Within three (3) business days of the Effective Date, Purchaser will deliver to Charter Title Company, Attn: Kim LaVern, whose address is 4265 San Felipe, Suite 350, Houston, Texas 77027 (the "Title Company'), the amount of Twenty-Five Thousand and No /100 Dollars ($25,000.00) (the "Earnest Money "). The Title Company shall immediately deposit the Earnest Money in a federally insured interest bearing account until the Earnest Money is delivered pursuant to the provisions hereof. As used in this Agreement, the term "Earnest Money" shall include the Earnest Money and all interest earned thereon while in the custody of the Title Company. Section 4. Independent Contract Consideration. On the Effective Date, Purchaser shall deliver to Seller the amount of One Hundred and No /100 Dollars ($100.00) (the Independent Contract Consideration "), which amount Seller and Purchaser hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for herein, and is nonrefundable in all events. In the event the transaction described in this Agreement closes, the Independent Contract Consideration will be applied to the Purchase Price. Section 5. Delivery of Information by Sell . Within fifteen (15) days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: 36819230 1 G 5-t- (a) a commitment for title insurance (the "Title Commitment") from the Title Company setting forth the status of the title of the Property and showing all liens, claims, encumbrances, easements, rights -of -way, encroachments, reservations, restrictions, and all other matters of record affecting the Property; and Commitment; (b) a true, complete and legible copy of all documents referred to in the Title (c) any environmental studies in its possession covering the Property. Section 6. Survey. Within thirty (30) days after the Effective Date, Seller, at Purchaser's sole cost and expense, shall obtain a current ALTA survey of the Property (the "Survey"), containing a metes and bounds legal description, which Survey shall reflect the actual dimensions of, and area within, the Property, the location of all improvements, all recorded easements and encroachments, if any, located thereon, and all building setback lines and other matters of record. Exhibit A represents an approximate description of the Property. For purposes of the property description to be included in the Special Warranty Deed and calculation of the Purchase Price, the legal description prepared by the surveyor and the total area within the Property calculated by the surveyor shall control over any conflicts or inconsistencies with Exhibit A hereto, and such legal description shall be incorporated herein by this reference upon its completion. Section 7. Title. Purchaser shall have until 5:00 p.m. on the date that is forty -five (45) days after the receipt of the Title Commitment, legible copies of all instruments referred to on Schedule B or C of the Title Commitment and the Survey (the "Title and Survey Ob'e� ction Date ") to object in writing to any liens and encumbrances reflected by the Title Commitment or any matters disclosed on the Survey. All liens and encumbrances or matters to which Purchaser so objects are hereinafter referred to as the "Non- Permitted Encumbrances "; if no such notice of objection is given, then it shall be deemed that all matters reflected by the Title Commitment are "Permitted Encumbrances "; provided, however, that notwithstanding any other provision of this Agreement to the contrary, Purchaser shall be deemed to have objected to and Seller shall have the absolute obligation to cure or remove all liens (including liens of any mortgage or security interest encumbering the Property) of any kind against the Property, to satisfy all items on Schedule C of the Commitment required to be satisfied by Seller, and to satisfy any matter placed against the Property on or after the Effective Date to the extent not created by Purchaser or Purchaser's agents (collectively, the "Seller Cure Items "). Seller shall have the right, but not the obligation, to cure prior to Closing all or any Non - Permitted Encumbrances. Seller will notify Purchaser which Non - Permitted Encumbrances (other than the Seller Cure Items) it will cure within twenty (20) days after receipt of Purchaser's objection notice. If Seller does not agree to cause all of the Non - Permitted Encumbrances (other than the Seller Cure Items) to be removed or cured, Purchaser, as its sole remedy, shall have the right to either (i) terminate this Agreement in accordance with Section 12(b) hereof within ten (10) days after receipt of Seller's response to Purchaser's objection letter, or (ii) elect to purchase the Property subject to the Non- Permitted Encumbrances (other than the Seller Cure Items). If Purchaser fails to respond to Seller's response to Purchaser's objection letter within said ten (10) day period, it shall be deemed to have elected to purchase the Property subject to such Non - Permitted Encumbrances (other than the Seller Cure Items). The Non - Permitted Encumbrances, subject to which 3681923x1 2 cs� Purchaser elects to purchase the Property, shall thereafter be Permitted Encumbrances (other than the Seller Cure Items). Section 8. Riaht of Inspection; Contingency Period. (a) Seller shall afford Purchaser and its representatives a right to inspect, at reasonable hours, the Property and to satisfy itself as to the condition of the Property. Purchaser's right of inspection includes the right to conduct tests on the Property. Purchaser and its representatives shall use commercially reasonable efforts not to damage the Property during the course of its inspections, and Purchaser shall promptly repair and restore in a worlananlike manner any damage to the Property caused by Purchaser or its representatives to its prior condition. Purchaser shall indemnify and hold Seller harmless from any claims for damage, loss, liability or expense (including court costs and reasonable attorneys' fees) due to damage to property or injury to persons, arising out of the conduct of site inspections, which indemnity shall survive the expiration, closing or termination of this Agreement. (b) If for any reason Purchaser, in its sole and absolute discretion, is not satisfied with the Property, then Purchaser shall have the right to terminate this Agreement in accordance with Section 12(b) hereof, by delivering to Seller a notice of termination at any time during the period from the Effective Date until 5:00 p.m. on the date that is ninety (90) days after the Effective Date (the "Contingency Period "). In the event Purchaser terminates this Agreement during the Contingency Period as herein provided, the Title Company shall return the Earnest Money to Purchaser. If Purchaser does not terminate this Agreement in accordance with this Section 8(b) prior to the end of the Contingency Period, Purchaser shall have waived its right to terminate this Agreement under this Section 8 and all of the Earnest Money shall be non- refundable except in the event of Seller's default. Section 9. Representations. Warranties and Covenants. (a) PURCHASER AGREES THAT, EXCEPT FOR THE REPRESENTA- TIONS AND WARRANTIES IN SECTION 9(C) AND FOR A SPECIAL WARRANTY OF TITLE, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR TYPE WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE AVAILABILITY OF UTILITIES TO THE PROPERTY, THE DEVELOPMENT OF THE PROPERTY, OR THE PROFITABILITY, HABITABILITY, MARKETABILITY OR SUITABILITY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. PURCHASER ASSUMES FULL RESPONSIBILITY FOR INSPECTING THE PROPERTY AND FOR ASCERTAINING WHETHER IT WISHES TO PROCEED WITH THE TRANSACTION HEREIN CONTEMPLATED. SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF ANY INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON. PURCHASER AGREES THAT THE PROPERTY IS TO BE SOLD TO AND ACCEPTED BY PURCHASER AT CLOSING IN ITS THEN PRESENT CONDITION "AS IS, 3681923v1 3 WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED" (OTHER THAN THE SPECIAL WARRANTY OF TITLE TO BE INCLUDED IN THE SPECIAL WARRANTY DEED AND THE REPRESENTATIONS AND WARRANTIES IN SECTION 9(C)). SELLER WILL HAVE NO OBLIGATION OR LIABILITY IF PURCHASER IS UNABLE TO OBTAIN NECESSARY AGREEMENTS FROM THIRD PARTIES TO FACILITATE DEVELOPMENT OF THE PROPERTY. (b) Purchaser represents and warrants to Seller that Purchaser has the full right, power and authority to execute this Agreement and that this Agreement is a legal and binding obligation of Purchaser. (c) Seller represents and warrants to Purchaser that: (i) Seller has the full right, power and authority to execute this Agreement, and this Agreement is a legal and binding obligation of Seller; (ii) Seller is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Texas; (iii) Seller is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and applicable regulations; and (iv) As of the Closing, there will be no parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise. Section 10. Closing. Closing ( "Closing ") of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after expiration of the Contingency Period (the "Closing Date "). Time is of the essence with regard to the Closing. Closing shall occur in the offices of the Title Company in Houston, Texas, (or at such other place as is mutually agreeable to the parties) commencing at 10:00 a.m. on the Closing Date. At Closing the following, which are mutually concurrent conditions, shall occur: (a) Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller the following: (i) a cashier's check, or other immediately available cash funds, in the amount of the Purchase Price as specified in Section 2 hereof, adjusted in accordance with Section 10(c) hereof, (ii) the Road and Utilities Easement and Water Lines Easement described in Section 22; (iii) the Notice to Purchasers (defined below); (iv) evidence satisfactory to Seller and the Title Company that the person executing the closing documents has full right, power and authority to do so; and 3681923v1 4 t,� (v) such other instruments as may be customarily executed in Chambers County, Texas to effectuate the conveyance of property similar to the Property. (b) Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) a special warranty deed conveying the Property to Purchaser, substantially in the form of Exhibit B hereto (the "Special Warranty Deed') subject only to the Permitted Encumbrances; (ii) the Road and Utilities Easement and Water Lines Easement described in Section 22; (iii) the Notice to Purchasers; (iv) an owner's policy of title insurance (the "Title Policy') in the amount of the Purchase Price issued by the Title Company insuring that Purchaser is the owner of the Property subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas standard form owner's policy of title insurance, except if requested by Purchaser, at no additional cost to Seller, (a) if available, the exception relating to discrepancies, conflicts or shortages in area or boundary lines or any encroachment or overlapping of improvements which a survey might show shall be deleted except for "shortages in area," with the premium therefor to be paid by Purchaser, (b) the blank in the taxes exception shall show the year of Closing, (c) there shall be no exception for lack of access to the Property, and (d) the provisions regarding arbitration shall be specifically deleted, with any charge for such deletion to be paid for by Purchaser; (v) evidence satisfactory to Purchaser and the Title Company that the persons executing and delivering the closing documents on behalf of Seller have full right, power and authority to do so; (vi) a certificate meeting the requirements of Section 1445 of the Internal Revenue Code of 1954, executed and sworn to by Seller, substantially in the form of Exhibit C hereto; and (vii) such other instruments as may be customarily executed in Chambers County, Texas to effectuate the conveyance of property similar to the Property, with the effect that, after Closing, Purchaser will have succeeded to all of the rights, titles and interests of Seller related to the Property and Seller will no longer have any rights, titles or interests in and to the Property. (c) All normal and customarily proratable items, including, without limitation, real estate taxes, rents and profits, will be prorated as of the Closing Date, Seller being charged and credited for all of same up to the Closing Date and Purchaser being charged and credited for all of same on and after the Closing Date. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available, 3681923vi 5 G' �'.- and thereafter, when actual figures are received, a cash settlement will be made between Seller and Purchaser. (d) The Title Company shall credit the Independent Contract Consideration and the Earnest Money (plus earned interest thereon) to the Purchase Price. (e) Upon completion of Closing, Seller shall deliver to Purchaser possession of the Property free and clear of all tenancies of every kind and parties in possession. (f) Purchaser shall be responsible for the cost of the survey deletion if Purchaser requests the survey deletion, and the cost of any other requested endorsements or deletions to the Title Policy. Seller shall pay for the base title policy (but not any deletions or endorsements thereto), and any brokerage commissions as provided in Section 14 below. Purchaser shall pay all recording fees and similar costs in connection with the transfer of the Property. Purchaser and Seller shall each pay one -half of any escrow or closing fee in con- nection with Closing. Section 11. Taking Before Closing. If, before Closing, any portion of the Property becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to elect to proceed with Closing (subject to the other provisions of this Agreement) by delivering notice thereof to Seller within fifteen (15) business days of receipt of Seller's written notice respecting the taking, but Purchaser shall be entitled to all condemnation awards payable as a result of such taking and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller's rights to such awards. If, within fifteen (15) business days of receipt of Seller's notice respecting the taking, Purchaser notifies Seller of its intent to terminate this Agreement, the same shall termi- nate pursuant to Section 12(b) hereof; if Purchaser does not timely notify Seller of its intent to so terminate this Agreement, it shall have waived its right to do so under this Section 11. Section 12. Termination and Remedies. (a) If Purchaser fails to consummate the purchase of the Property pursuant to this Agreement for any reason other than Seller's failure to perform its obligations hereunder or termination hereof pursuant to a right granted to Purchaser in Sections 7, 8 and 11 hereof or other permitted termination by Purchaser under a provision of this Agreement, then Seller, as its sole remedy therefor, shall have the right to terminate this Agreement by notifying Purchaser thereof, in which event the Title Company shall deliver the Earnest Money (plus earned interest thereon) to Seller as liquidated damages, whereupon neither Purchaser nor Seller shall have any further rights or obligations hereunder. Seller specifically waives any and all right to seek specific performance of Purchaser's obligations hereunder. (b) If Purchaser terminates this Agreement pursuant to Sections 7, 8, or 11 hereof or other provision of this Agreement permitting termination by Purchaser, then the Title Company shall return the Earnest Money, plus earned interest thereon, to Purchaser, whereupon neither party hereto shall have any further rights or obligations hereunder. This provision shall not limit Purchaser's or SelIer's liability in respect of the indemnities contained herein. 3651923v1 (c) If Seller fails to consummate the sale of the Property pursuant to this Agreement for any reason other than Purchaser's failure to perform its obligations hereunder or termination hereof by Purchaser in accordance with subsection (b), then Purchaser as its sole remedy shall have the right to either: (i) terminate this Agreement by notifying Seller thereof, in which case Title Company shall return the Earnest Money (including any nonrefundable portion thereof), plus earned interest thereon; or (ii) enforce specific performance of the obligations of Seller hereunder. (d) Seller and Purchaser hereby acknowledge and agree that they have included the provision for payment of liquidated damages in Section 12(a) because, in the event of a breach by Purchaser, the actual damages to be incurred by Seller can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to accurately measure. Section 13. Notices. All notices provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; by delivering the same in person to such party; by prepaid expedited delivery service with proof of delivery. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. The addresses of the parties shall be as follows: If to Seller: Cedar Crossing, L.P. Two Allen Center 1200 Smith St., Suite 1260 Houston, TX 77002 Attn: Charles Iupe Phone: (281) 822 -2990 with a copy to: Porter Hedges LLP 1000 Main Street, 3 O Floor Houston, TX 77002 Attn: W. David Tidholm Phone: (713) 226 -6645 Email: dtidholm @porterhedges.com If to Purchaser: Chambers County Improvement District No. 1 c/o James D. Bonham Smith, Murdaugh, Little & Bonham, L.L.P. 1100 Louisiana Street, Suite 400 Houston, TX 77002 -5211 Phone: (713) 652 -6500 Email: jdb@smithmur.com 3681923v1 YC" with a copy to: Cushman & Wakefield of Texas, Inc. 1330 Post Oak Blvd., Suite 2700 Houston, TX 77056 Attn: B. Kelley Parker Phone: (713) 825 -2222 Email: kelley.parker @cushwake.com Either party hereto may change its address for notice by giving three (3) business days prior written notice to the other party. Section 14. Brokerage Commissions. Provided the transaction described herein closes in accordance with the terms of this Agreement, at Closing Seller shall pay Cushman & Wakefield a commission equal to five percent (5 %) of the Purchase Price. Purchaser is hereby advised that Kelley Parker, a broker with Cushman & Wakefield, owns a limited partnership interest in Seller. Other than as provided in this Section 14, there are no other brokers, finders or intermediaries involved in this transaction, and Seller shall defend, indemnify and hold harmless Purchaser, and Purchaser shall defend, indemnify and hold harmless Seller, from and against all claims by third parties for brokerage, commission, finders or other fees relative to this Agreement or the sale of the Property, and all court costs, attorneys' fees, and other costs or expenses arising therefrom, and alleged to be due by authorization or agreement of the indem- nifying party. Section 15. Assigns. Purchaser shall have the right to assign this Agreement to the City of Baytown, Texas without the consent of Seller. Any other assignment of this Agreement will require the prior consent of Seller, which shall not be unreasonably withheld, delayed or conditioned. Any unpermitted assignment by Purchaser without Seller's prior consent shall constitute a material breach of this Agreement, and thereupon Seller shall have the right to terminate this Agreement and retain the Earnest Money. Subject to the foregoing provisions of this Section, this Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, legal representatives, successors and assigns. Section 16. Governing Law. This Agreement shall be governed and construed in accordance with the substantive federal laws of the United States and the laws of the State of Texas. Venue for any dispute arising out of this Agreement shall lie in Harris County, Texas. Section 17. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 18. Severabilitv. Each section of this Agreement constitutes a separate agree- ment between the parties. In the event that any provision of this Agreement which would not deprive the parties of the benefit of the bargain is deemed to be invalid or unenforceable on its face or as applied, then such provision shall be deemed severed herefrom to the extent invalid and unenforceable. 3681923v1 8 Gsr Section 19. Entire Agreement. This Agreement is the entire agreement between Seller and Purchaser concerning the sale of the Property, all previous agreements (oral or otherwise) are merged herein, and no modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party to be bound. Exhibits A, B. C, D, E and F attached hereto, are incorporated herein by this reference for all purposes. Section 20. Drainage; Detention. Purchaser acknowledges and agrees that it is solely responsible for all drainage /detention requirements associated with and/or caused by Purchaser's development of the Property. Section 21. CCID; Navigation District; City of Baytown. (a) Purchaser has been informed that the Property is located within the Chambers County Improvement District No. 1 ( "CCID"), a governmental entity established by the 73'd Legislature, Regular Session 1993 of the State of Texas. Purchaser has further been informed that the Property is located within the Chambers - Liberty Counties Navigation District (the "Navigation District "), a governmental entity established by the Legislature of the State of Texas. A copy of the Acts establishing CCID and the Navigation District is included as Exhibit D attached hereto and made a part hereof. Further, Purchaser has been provided the Notice to Purchasers as required by the Texas Water Code Section 49.452 regarding CCID, attached as Exhibit E hereto and made a part hereof (the "Notice to Purchasers "), which shall be signed by Seller and Purchaser at Closing. (b) Purchaser is also aware that the Property is located in the City of Baytown's extraterritorial jurisdiction and may be subject to the Industrial Tax District of the City of Baytown. (c) Purchaser is also advised that the City of Baytown has adopted a noise ordinance that may have an effect on the use of the Property. (d) See Exhibit F attached hereto and incorporated herein for other disclosures. Section 22. Special Provisions. (a) At Closing, Seller will grant Purchaser an easement sixty (60) feet in width providing for ingress /egress gas and electric utilities to the Property from State F� t4nl Way 99 (the "Road and Utilities Easement "), in the approximate location indicated on " 229 Exhibit A hereto. The terms and conditions of the Road and Utilities Easement will be agreed Ox upon by Seller and Purchaser prior to the expiration of the Contingency Period. (b) At Closing, Seller will grant Purchaser easements providing for water lines and appurtenant facilities from the water treatment plant to be located on the Property to connect with existing water lines in the area (the "Water Lines Easement "). The locations, terms and conditions of the Water Lines Easement will be agreed upon by Seller and Purchaser prior to the expiration of the Contingency Period. 36819230 9 IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement as of the dates set forth below their signatures. The Effective Date of this Agreement is the date a fully executed copy of this Agreement is receipted by the Title Company as set forth below. SELLER: CEDAR CROSSING, L.P., a Texas limited partnership 0 Cedar Crossing Management, L.L.C., a Texas limited liability company, B N Ti D PURCHASER: CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 By: Name: B. Kelley Parker Title: President Date: 3691923v1 10 Charter Title Company acknowledges receipt of a fully executed copy of this Agreement together with $25,000.00 on `j 2014 (the "Effective Date "). CHARTER TITLE COMPANY r � 3681923vl 11 EXHIBIT A PROPERTY DESCRIPTION 3681923v1 Exhibit A, Page 1 EXHIBIT B SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF CHAMBERS That CEDAR CROSSING, L.P., a Texas limited partnership ( "Grantor"), for and in consideration of the sum of TEN AND N01100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD AND CONVEYED, and by these presents does GRANT, BARGAIN, SELL AND CONVEY unto CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 ( "Grantee'), that certain tract of parcel of land in Chambers County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all and singular the rights, benefits, privileges, easements, tenements, heredita- ments and appurtenances thereon or in anywise appertaining thereto, and together with all improvements situated thereon, all sewer and wastewater discharge capacity allocated or reserved thereto, all potable water capacity allocated or reserved thereto, all other utility rights allocated or reserved thereto, all development rights with respect thereto and any right, title and interest of Grantor in and to adjacent streets, alleys, rights -of -way and any adjacent strips or gores o real estate (such land, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances, improvements and interests being hereinafter referred to collectively as the "Propert y "). This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B attached hereto and incorporated herein by this reference, to the extent the same are validly existing and applic- able to the Property (hereinafter referred to collectively as the "Permitted Encumbrances "). All oil, gas and other minerals in, on and under the Property have been previously reserved by Grantor's predecessors in title and are not conveyed hereunder. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the title to the Property unto the said Grantee, its successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise, subject only to the Permitted Encumbrances. 3681923v1 Exhibit B, Page 1 EXCEPT FOR THE WARRANTY OF TITLE SET FORTH ABOVE, AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9(C) OF THE PURCHASE AND SALE AGREEMENT DATED 2014, BETWEEN GRANTOR, AS SELLER, AND GRANTEE, AS PURCHASER, GRANTOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY NATURE, KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE IMPROVEMENTS ON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND GRANTEE ACCEPTS SUCH PROPERTY AND IMPROVEMENTS IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. GRANTEE, BY ITS ACCEPTANCE OF THIS DEED EXPRESSLY WAIVES ANY RIGHT OR CLAIM AGAINST GRANTOR FOR DAMAGES, RESCISSION OR OTHER REMEDY AT LAW OR IN EQUITY WITH RESPECT TO OR RESULTING FROM THE PHYSICAL CONDITION OF THE PROPERTY AND THE IMPROVEMENTS THEREON, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE WAIVER PROVIDED ABOVE SHALL BE DEEMED TO BE COVENANTS RUNNING WITH THE LAND AND BINDING ON ALL SUCCESSORS AND ASSIGNS OF GRANTEE AND ALL OPERATORS OF THE PROPERTY. Grantee's address is 3681923v1 Exhibit B, Page 2 EXECUTED this STATE OF TEXAS COUNTY OF HARRIS day of , 2014. CEDAR CROSSING, L.P., a Texas limited partnership By: Cedar Crossing Management, L.L.C., a Texas limited liability company, its general partner By: Name: Title: This instrument was acknowledged before me on the _ by Management, L.L.C., a Texas limited liability company, it partner of Cedar Crossing, L.P., a Texas limited partnership, partnership. day of , 2014, of Cedar Crossing its capacity as the sole general for and on behalf of said limited [SEAL] Notary Public, State of Texas 3681923v1 Exhibit B, Page 3 EXHIBIT C NON - FOREIGN CERTIFICATE Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code ") provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by CEDAR CROSSING, L.P. ( "Transferor'), the undersigned hereby certifies the following on behalf of the Transferor: (a) Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations); (b) Transferor is not a disregarded entity as defined in § 1. 1 445-2(b)(2)(iii); (c) Transferor's U.S. taxpayer identification number is ; and (d) Transferor's address is Two Allen Center, 1200 Smith St., Suite 1260, Houston, TX 77002. Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury the undersigned declares that he has examined this certification and to the best of his knowledge and belief it is true, correct and complete. Executed as of the _ day of , 2014. CEDAR CROSSING, L.P., a Texas limited partnership By: Cedar Crossing Management, L.L.C., a Texas limited liability company, its general partner By: Name: Title: 3681923vl Exhibit C, Page 1 STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on the day of , 2014, by of Cedar Crossing Management, L.L.C., a Texas limited liability company, in its capacity as the sole general partner of Cedar Crossing, L.P., a Texas limited partnership, for and on behalf of said limited partnership. [SEAL] Notary Public, State of Texas 3681923v1 Exhibit C, Page 2 EXHIBIT D ACTS ESTABLISHING THE CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 AND CHAMBERS — LIBERTY COUNTIES NAVIGATION DISTRICT [attached] 3681923v1 Exhibit D, Page 1 EXHIBIT E CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 NOTICE TO PURCHASERS OF REAL PROPERTY AS REQUIRED BY SECTION 49.452, TEXAS WATER CODE, AS AMENDED The real property which you are about to purchase is located in the Chambers County Improvement District No. 1. The District has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date, the rate of taxes to be levied by the District on real property located in the District is $0.62 on each $100 of assessed valuation. The total amount of bonds, excluding refunding bonds and any bonds or any portion of bonds issued that are payable solely from revenues received or expected to be received under a contract with a governmental entity, approved by the voters and which have been or may, at this date, be issued is $100,000,000.00, and the aggregate initial principal amount of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is $38,260,000.00. The purpose of the District is (1) as set out in Article III, Section 52, Article XVI, Section 59 and Article III, Section 52 -a of the Texas Constitution, including, but not limited to: promote, develop, encourage, and maintain employment, commerce, economic development, and the public welfare in the commercial areas of municipalities and metropolitan areas of the State of Texas, to supplement the municipal services of the municipality, to serve a public use and benefit, to further the public purposes of development and diversification of the economy of the State, the elimination of unemployment and underemployment, and the development or expan- sion of transportation and commerce, to promote the health, safety, and general welfare of residents, employers, employees and consumers in the District and the general public, to provide needed funding for metropolitan areas to preserve, maintain and enhance the economic health and vitality of the areas as community and business centers, to serve the public purpose of secur- ing expanded and improved transportation and pedestrian facilities and systems, to further promote the health, safety, welfare, morals, convenience and enjoyment of the public by land- scaping and developing certain areas within the District that are necessary for the restoration, preservation and enhancement of scenic and aesthetic beauty, to promote and benefit commercial development and commercial areas throughout the State, all as authorized by Chapter 375, Local Government Code; (2) the control, storage, preservation and distribution of its storm water and floodwater, the water of its rivers and streams for irrigation, power, and all other useful purposes, the reclamation and irrigation of its arid, semiarid and other land needing irrigation, the recla- mation and drainage of its overflowed land and other land needing drainage, the navigation of its inland and coastal water, to control, abate and change any shortage or harmful excesses of water, the protection, preservation and restoration of the purity and sanitary condition of water within the State and the preservation of all natural resources of the State, all as authorized by Chapter 54, Texas Water Code; (3) the acquisition, purchase, construction, reconstruction, repair and equipping, improvement, or extension of rail facilities, including but not limited to any real, personal, or mixed property, or any interest in that property that is determined to be necessary or convenient for the provision of a rural rail transportation system and all property or interests necessary or convenient for the acquiring, providing, constructing, enlarging, remodeling, 3681923vl Exhibit E, Page 1 renovating, improving, furnishing, using or equipping of the system, including rights -of -way, earthworks and structures, trackwork, train controls, stations, rolling stock, and maintenance facilities, all as authorized by Article 6550c, Vernon's Texas Civil Statutes; (4) the acquisition of land and waterways and all improvements on or to the land and waterways and to acquire, purchase, construct, enlarge, extend, repair, maintain, operate, or develop wharves, docks, ware- houses, grain elevators, bunkering facilities, belt railroads, floating plants and facilities, lighten- ing and towing facilities, everything appurtenant to them, and all other facilities or aids incidental to or useful in the operation or development of the District's ports and waterways or in the aid of navigation and commerce in the ports and waterways, as authorized by Subchapters E and M, Chapter 60, Texas Water Code; (5) the lease from the State of Texas of the surface estate of any lands and flats belonging to the State which are covered or partly covered by the water of any of the bays or other arms of the sea for the promotion of marine commerce and immediately related activities, including but not limited to port development, channel construction and maintenance, commercial and sport fishing, recreational boating, industrial site locations, trans- portation, shipping, and storage facilities, pollution abatement facilities, and all other activities necessary or appropriate to the promotion of marine commerce, as authorized by Section 61.116, Texas Water Code; (6) acquire by grant, purchase, gift, devise, lease, or otherwise, and hold, use, sell, lease, or dispose of any of its rights, interests, or properties, whether real or personal and licenses, patents, rights, and interests necessary, convenient, or useful for the full exercise of any of its powers; acquire, construct, complete, develop, own, operate, and maintain permanent improvements and provide services inside and outside its boundaries, as authorized by Section 375.092, Local Government Code; (7) undertake improvement projects and services that confer a special benefit on all or a definable part of the District and provide improvements and services to an area outside the boundaries of the District, as authorized by Section 375.111, Local Government Code; (8) acquire any interest in land in accordance with Chapter 54, Texas Water Code, within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these facilities is not included in the purchase price of your property, and these facilities are owned or to be owned by the District. The legal description of the property which you are acquiring is set forth in the Exhibit which is attached hereto and by this reference made a part hereof. [PROPERTY DESCRIPTION] 3681923vl Exhibit E, Page 2 SELLER: CEDAR CROSSING, L.P., a Texas limited partnership By: Cedar Crossing Management, L.L.C., a Texas limited liability company, its general partner By: Name: Title: STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on the day of , 2014, by 9 of Cedar Crossing Management, L.L.C., a Texas limited liability company, in its capacity as the sole general partner of Cedar Crossing, L.P., a Texas limited partnership, for and on behalf of said limited partnership. [SEAL) Notary Public, State of Texas 3681923x1 Exhibit E, Page 3 PURCHASER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of the purchase of the real property. PURCHASER: CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 By: Name: B. Kelley Parker Title: President STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on this the day of , 2014, by B. Kelley Parker, the President of Chambers County Improvement District No. 1, on behalf of said entity. [SEAL] Notary Public, State of Texas 3681923v1 Exhibit E, Page 4 EXHIBIT F DISCLOSURES (a) Chapter 50 Notice. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 50, Section 50.301, of the Texas Water Code requires Seller to deliver and Purchaser to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this Contract. (b) Notices from Broker. Purchaser should not rely upon any oral representations about the Property from any source. Broker is not qualified to render Property inspections, Survey, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Purchaser should seek experts to render such services. Selection of inspectors and repairmen is the responsibility of Purchaser and not the Broker. (c) Rollback Taxes Notice. The following disclosure is made for the purpose of complying with the provisions of Section 5.010 of the Texas Property Code and is not intended to and does not alter or affect the rights and obligations of Purchaser and Seller: Notice Regarding Possible Liability for Additional Taxes If for the current ad valorem tax year the taxable value of the land that is the subject of this Contract is determined by a special appraisal method that allows for the appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the Property may then be appraised at its full market value. In addition, the transfer of the Property or a subsequent change in the use of the Property may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in use of the Property. The taxable value of the Property and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Property is located. (d) Annexation Notice. The following disclosure is made for the purpose of complying with the provisions of Section 5.011 of the Texas Property Code and is not intended to and does not alter or affect the rights and obligations of Purchaser and Seller: Notice Regarding Possible Annexation If the Property that is the subject of this Contract is located outside the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial 3681923vl Exhibit F, Page 1 jurisdiction, Purchaser should contact all municipalities located in the general proximity of the Property for further information. (e) Certificated Water and Sewer Service. The following disclosure is made for the purpose of complying with Section 13.257 of the Texas Water Code, and is not intended to and does not alter the rights and obligations of Purchaser and Seller. Notice Reaardina Certificated Water and Sewer Service The Property that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your Property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your Property. You are advised to determine if the Property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your Property. The undersigned Purchaser hereby acknowledges receipt of the fore- going notice at or before the execution of a binding contract for the purchase of the Property. 3681923v1 Exhibit F, Page 2 ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT This Assignment and Assumption of Purchase and Sale Agreement (this "Agreement`) is made and entered into by and between CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. I ( "Assignor") and THE CITY OF BAYTOWN, TEXAS ("Assignee"). RECITALS A. Cedar Crossing, L.P., a Texas limited partnership ("Seller"), and Assignor, as Purchaser, entered into that certain Purchase and Sale Agreement executed by Assignor on April 9, 2014 and by Seller on May 7, 2014 (the "Contract') relating to the purchase and sale of the 60 acres of land located in Chambers County, Texas, as more particularly described therein (the "Property"); and B. Assignor desires to assign to Assignee all of Assignor's rights, duties and obliga- tions under the Contract, subject to the terms of this Assignment; and C. Assignee desires to accept such Assignment, and assume all duties and obliga- tions of Assignor under and pursuant to the Contract. ASSIGNMENT NOW THEREFORE, for and in consideration of the sum of Ten and NoA 00 Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by both parties, Assignor and Assignee hereby agree, each to the other, as follows: 1. Assignor hereby sells, transfers, assigns and conveys unto Assignee all of Assignor's right, title and interest in and to the Contract. 2. Assignee hereby agrees to all of the terms and conditions of the Contract and assumes and covenants to observe and perform all of the duties and obligations of purchaser under the Contract. Contemporaneously with the execution of this Agreement, Assignee has paid Assignor $25,000 in reimbursement for the earnest money deposited by Assignor under the Contract. 3. The agreements, covenants, warranties and representations contained in this Assignment are binding on and shall inure to the benefit of the parties hereto and their respective heirs, legal and personal representatives, successors and assigns. 4. This Assignment may be executed in any number of counterparts that together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE.) 37278270 Executed to be effective as of 2014. ASSIGNOR: CHAMBERS COUNTY IMPROVEMENT DISTRICT N0. 1 By: Name: A&. log -!u&- Ti1 Title: .G'rrs, cr�ri t- ASSIGNEE: THE CITY OF BAYTOWN, TEXAS By: Nam 7- Title• e4jgx ofklu 3727827x1 SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT 4