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Ordinance No. 12,685ORDINANCE NO. 12,685 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A DEVELOPMENT AGREEMENT WITH CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 2; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute a Development Agreement with Chambers County Improvement District No. 2. Said agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. /7 INTRODUCED, READ and PASSED, by the affiirmat' ; vote of the City Council of the City of Baytown this the 23`d day of October, 2014. _ STAPHEN H. DONCARLOS, ATTEST: LETICIA BRYSCH City Clerk �• ..sue o U. Qe :O APPROVED AS TO FORM: ��,���� «..•••S�CP' :/� ACIO RAMIREZ, SR. ty Attorney RAKaren \Files \City Council\Ordinances\20MOctober 231CCID2DevelopmentAgreement .doc Exhibit "A" 10/14/2014 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS AND CHAMBERS COUNTY MROVEMENT DISTRICT NO.2 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 This Development Agreement (the "Agreement ") is made and entered into effective as of the —day of , 20 by THE CITY OF BAYTOWN, TEXAS (the "City"), a home -rule municipality located in Chambers and Harris Counties, Texas, acting by and through its governing body, the City Council of Baytown, Texas; and CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 2, a municipal utility district created pursuant to Article XVI, Sections 52 and 59, Texas Constitution (the "District'). RECITALS WHEREAS, the District consists of approximately 723.06 acres of land in Chambers County, Texas, and described in Exhibit A (the "Property"). A boundary map and vicinity map of the Property are attached as Exhibit B; and WHEREAS, the District desires that land within its boundaries be developed as a commercial and/or industrial development; however, the development of the Property requires an agreement providing for long -term certainty in regulatory requirements and development standards by the City regarding the Property; and WHEREAS, the City and the District agree that the development of the Property can best proceed pursuant to a development agreement; and WHEREAS, it is the intent of this Agreement to establish certain restrictions and commitments imposed and made in connection with the development of the Property. The City and the District agree that the provisions of this Agreement, and the goods and services to be provided by the City and by the District substantially advance legitimate interests of the City and the District. The City and the District are proceeding in reliance on the enforceability of this Agreement. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the District agree as follows: ARTICLE I. DEFINITIONS Section 1.01 Terms. Unless the context requires otherwise, and in addition to the terms defined above, the following tenns and phrases used in this Agreement shall have the meanings set out below: Agreement means this Development Agreement between the City and the District. Board means the Board of Directors of the District. City means the City of Baytown, Texas. City Council means the City Council of the City or any successor governing body. Development Agreement, Page 1 City Manager means the City Manager of the City or his designee. County means Chambers County, Texas. District means Chambers County Improvement District No. 2, a special district created under Sections 52 and 52 -a, Article III, and Section 59, Article XVI, Texas Constitution, by Senate Bill 2511, as passed by the 816` Legislature, Regular Session, effective May 26, 2009, that encompasses all of the Property, the purposes of which, among others, are to supply a public water supply, sanitary sewer services, drainage services, fire protection, recreational facilities, and/or roads and to exercise all powers granted to such district under the laws of the State of Texas. ETJ means the extraterritorial jurisdiction of the City. Party or Parties means a party or parties to this Agreement. Person means any individual, partnership, association, firm, trust, estate, public or private corporation, or any other legal entity whatsoever. Project means water and wastewater facilities with associated appurtenances as described herein to be constructed by the District or developer on its behalf along the right -of -way of FM 565 to serve land within the District, as shown and depicted on Exhibit E, attached hereto and incorporated herein by reference for all purposes. Property means all the land described in the attached Exhibit A, which is incorporated herein for all intents and purposes. Property shall be defined as the Property plus any additional land which is annexed by the District with the City's consent. Subdivision means a division of a tract or parcel of land as defined in Section 126 -1 of the Code of Ordinances, Baytown, Texas. TCEQ means the Texas Commission on Environmental Quality and its successors. ARTICLE II PLATTING Section 2.01 Introduction. The Property is proposed to be developed as a mix of commercial and /or industrial development. The land uses within the Property shall be typical of a mixed -use development with commercial and institutional facilities as applicable. Section 2.02 Platting. Any developer of Property within the District shall be required to plat any subdivision of the Property in accordance with the City's Code of Ordinances. The subdivision plat shall be subject to review and approval of the Planning and Zoning Commission of the City or the Director of Planning and Development Services of the City, as appropriate, in accordance with those requirements and procedures and planning standards of the City. The District will not provide water or sewer service to any lot or parcel of land unless a plat covering such land has been approved by the appropriate authority. Development Agreement, page 2 ARTICLE III WATER, WASTEWATER AND DRAINAGE FACILITIES AND SERVICES Section 3.01 Water Facilities and Services. The Parties acknowledge that the Property is subject to a water certificate of convenience and necessity ( "CCN ") held by the Baytown Area Water Authority ( "BAWA "). In order to allow development within the District, the City agrees to allow the District to construct water distribution facilities to connect the Property to the BAWA water supply system. The City will not object to the first phase of commercial and industrial development to utilize wells to obtain water supply service. The Parties agree that a water line will be constructed along FM 565 from SH 146 to the Property, approximately 1,500' west of Ameriport Parkway, ( "FM 565 Water Line "), as shown and depicted on Exhibit C, by the District or a developer on its behalf. The Parties further agree that the water line shall be increased from a twelve -inch line (12 ") to a sixteen -inch (16 ") line in accordance with the following terms and conditions: The District may use the City's rights -of -way and /or easements for the water line from FM 565 to the District's boundary. The District shall have the following obligations with respect to this upsizing project: (a) The District agrees that it will at its own cost and expense employ one or more professional engineers ( "District's Engineer ") to design the Project. (b) The District agrees to comply with all laws, rules or regulations of the City and other applicable governmental authorities, in order to make the waterline described hereinabove meet or exceed the quality standards set by such governmental authorities. (c) The District shall be obligated to submit plans and specifications for the construction of the Project (the "Water Plans and Specifications ") within 45 calendar days of the Effective Date to the City Engineer, for approval and/or for required revision and approval by the City Engineer prior to bidding the water line. The District agrees that the Water Plans and Specifications shall include the construction and installation of both a twelve -inch (12 ") diameter and a sixteen -inch (16 ") diameter water line together with related improvements. The District shall bid such upsizing as an alternate bid item. (d) Within 180 calendar days after the City Engineer approves the Water Plans and Specifications and Chambers County has issued a permit allowing the water line to be constructed within the rights -of -way, the District shall advertise, or cause advertisement, for bids and within forty - five (45) calendar days thereafter shall let the construction contract for the water line in accordance with the requirements of all applicable laws, Development Agreement Page 3 including, but not limited to, Chapter 49 Texas Water Code, as amended. The City shall have the right at any time to inspect the water line as it is constructed. Construction of the water line shall be completed within one hundred eighty (180) calendar days of the contract award. (e) The City's share of the costs of the water line shall be the difference between the cost of installing the sixteen -inch (16 ") diameter water line and the cost of installing a twelve -inch (12 ") diameter water line, as determined by the bid alternate. The City's share of the costs of the water line shall be due and payable within thirty (30) days of the City's receipt of an invoice from the District. Such amount shall be adjusted upon completion of the water line based upon the actual cost of the construction of the water line. The City's proportionate share of such cost shall be determined based upon the quotient obtained when dividing the amount required to be paid by the City by the bid received from the lowest responsible bidder prior to the start of construction. If any monies are due the City, the District shall pay the same within thirty (30) days of completion of the water line. If monies are due the District, the City shall pay the same within thirty (30) days of the City's receipt of an invoice from the District. (f) Upon completion of the water line and acceptance thereof by the City as being in compliance with the Water Plans and Specifications approved by the City and the applicable codes of the City, the District shall assign all warranties and any maintenance bond obligations to the City and shall convey title to the water line, and all appurtenances related thereto, and any associated easements and shall assign any permits obtained to use the rights -of -way to the City in form acceptable to the City, without cost or expense to the City, and thereafter, the City will own, operate and maintain the water line. The City will operate and maintain the Project from FM 565 up to the District's master meter located on the side of the District's boundary. The District shall own, operate and maintain any water line extended from the master meter to Property within its boundaries. As part of the conveyance of the water line, the District shall convey a maintenance /access road with restricted access for maintenance of the water line from FM 565 to the master meter. The road shall be above the 500 -year flood elevation, designed using sound engineering principles and practices and acceptable to the City. Once the District conveys title as described hereinabove, the District shall have no right or privilege to remove or interfere with any part or portion of the Project. Notwithstanding the foregoing, the Parties agree that the following shall be reserved to the District for providing water supply within the boundaries of the District: Development Agreement Page 4 This reservation provision shall expire upon the execution of a utility agreement between the parties. (g) Upon request, the District shall provide the City an update on the status of the FM 565 Water Line. Upon request of the City, the District shall provide copies free of charge to the City of pay estimates, inspection reports, testing reports, certificate of substantial and final completion, and evidence of payment regarding the costs of the water line. The City agrees that payment of water impact fees shall not be applicable to development within the District until connection of such development to the City's water distribution system. Section 3.02 Wastewater Facilities and Services. The Parties acknowledge that the Property, is subject to a wastewater CCN held by Gulf Coast Waste Disposal Authority ("Gulf Coast"). The District, as of the date of this Agreement, is in discussions with Gulf Coast regarding removing the property from Gulf Coast's CCN and /or allowing another entity to provide wastewater service to land within the District. The District shall pay the City ONE, HUNDRED NINETY -FOUR THOUSAND THREE HUNDRED EIGHTY AND NO 1100 DOLLARS ($194,380.00) for upsizing the sanitary sewer force main from a twelve -inch (12 ") to a sixteen -inch (16 ") line from Tompkins Drive to the City's Raccoon Road Lift Station within thirty (30) days from the Effective Date. The Parties agree that a wastewater force main and a section of twelve inch (12 ") gravity line will be constructed from FM 565 to the Property ( "FM 565 Wastewater Facilities "), as shown and depicted on Exhibit D, by the District or a developer on its behalf. The Parties further agree that the force main shall be increased from a six -inch (6 ") to a eight -inch (8 ") line installed in accordance with the following terms and conditions: The District may use the City's rights -of -way and/or easements for the FM 565 Wastewater Facilities from FM 565 to the District's boundary. The District shall have the following obligations with respect to the FM 565 Wastewater Facilities: (a) The District agrees that it will at its own cost and expense employ the District's Engineer to design the Project. Development Agreement, Page 5 Average Dail Flow Peak Hour Flow 1— 2 87,540 d 177,000 d 3 — 4 138,540 d 282,060 gpd 4 - 5 192,540 gpd 385,080 gpd 6+ 245,900 gpd 737,700 gpd This reservation provision shall expire upon the execution of a utility agreement between the parties. (g) Upon request, the District shall provide the City an update on the status of the FM 565 Water Line. Upon request of the City, the District shall provide copies free of charge to the City of pay estimates, inspection reports, testing reports, certificate of substantial and final completion, and evidence of payment regarding the costs of the water line. The City agrees that payment of water impact fees shall not be applicable to development within the District until connection of such development to the City's water distribution system. Section 3.02 Wastewater Facilities and Services. The Parties acknowledge that the Property, is subject to a wastewater CCN held by Gulf Coast Waste Disposal Authority ("Gulf Coast"). The District, as of the date of this Agreement, is in discussions with Gulf Coast regarding removing the property from Gulf Coast's CCN and /or allowing another entity to provide wastewater service to land within the District. The District shall pay the City ONE, HUNDRED NINETY -FOUR THOUSAND THREE HUNDRED EIGHTY AND NO 1100 DOLLARS ($194,380.00) for upsizing the sanitary sewer force main from a twelve -inch (12 ") to a sixteen -inch (16 ") line from Tompkins Drive to the City's Raccoon Road Lift Station within thirty (30) days from the Effective Date. The Parties agree that a wastewater force main and a section of twelve inch (12 ") gravity line will be constructed from FM 565 to the Property ( "FM 565 Wastewater Facilities "), as shown and depicted on Exhibit D, by the District or a developer on its behalf. The Parties further agree that the force main shall be increased from a six -inch (6 ") to a eight -inch (8 ") line installed in accordance with the following terms and conditions: The District may use the City's rights -of -way and/or easements for the FM 565 Wastewater Facilities from FM 565 to the District's boundary. The District shall have the following obligations with respect to the FM 565 Wastewater Facilities: (a) The District agrees that it will at its own cost and expense employ the District's Engineer to design the Project. Development Agreement, Page 5 (b) The District agrees to comply with all laws, rules or regulations of the City and other applicable governmental authorities, in order to make the FM 565 Wastewater Facilities described hereinabove meet or exceed the quality standards set by such governmental authorities. (c) The District shall be obligated to submit plans and specifications for the construction of the FM 565 Wastewater Facilities (the "Wastewater Plans and Specifications ") within 45 calendar days of the Effective Date to the City Engineer, for approval and/or for required revision and approval by the City Engineer prior to bidding the FM 565 Wastewater Facilities. The District agrees that the Wastewater Plans and Specifications shall include the construction and installation of both a six -inch (6 ") diameter and an eight -inch (8 ") diameter force main together with related improvements. The District shall bid such upsizing as an alternate bid item. (d) Within 180 calendar days after the City Engineer approves the Wastewater Plans and Specifications and Chambers County has issued a permit allowing the FM 565 Wastewater Facilities to be constructed within the rights -of -way, the District shall advertise, or cause advertisement, for bids and within forty-five (45) calendar days thereafter shall let the construction contract for the FM 565 Wastewater Facilities in accordance with the requirements of all applicable laws, including, but not limited to, Chapter 49 Texas Water Code, as amended. The City shall have the right at any time to inspect the Wastewater Facilities as it is constructed. Construction of the FM 565 Wastewater Facilities shall be completed within one hundred eighty (180) calendar days of the contract award. (e) The City's share of the costs of the force main shall be the difference between the cost of installing the eight -inch (8 ") diameter force main and the cost of installing a six -inch (6 ") diameter force main, as determined by the bid alternate. The City's share of the costs of the force main shall be due and payable within thirty (30) days of the City's receipt of an invoice from the District. Such amount shall be adjusted upon completion of the force main based upon the actual cost of the construction of the force main. The City's proportionate share of such cost shall be determined based upon the quotient obtained when dividing the amount required to be paid by the City by the bid received from the lowest responsible bidder prior to the start of construction. if any monies are due the City, the District shall pay the same within thirty (30) days of completion of the force main. If monies are due the District, the City shall pay the same within thirty (30) days of the City's receipt of an invoice from the District. Development Agreement. Page 6 (f) Upon completion of the FM 565 Wastewater Facilities and acceptance thereof by the City as being in compliance with the Wastewater Plans and Specifications approved by the City and the applicable codes of the City, the District shall assign all warranties and any maintenance bond obligations to the City and shall convey title to the FM 565 Wastewater Facilities, and all appurtenances related thereto, and any associated easements and shall assign any permits obtained to use the rights -of -way to the City in form acceptable to the City, without cost or expense to the City, and thereafter, the City will own, operate and maintain the FM 565 Wastewater Facilities. The City will operate and maintain the FM 565 Wastewater Facilities from FM 565 eastward to point located approximately 1,500' west of Ameriport Parkway. The District shall own, operate and maintain any wastewater collection system that extends south into the District's property from this location. As part of the conveyance of the FM 565 Wastewater Facilities, the District shall convey a maintenance /access road with restricted access for maintenance of the FM 565 Wastewater Facilities in form acceptable to the City, without cost or expense to the City. The road shall be above the 500 -year flood elevation, designed using sound engineering principles and practices and acceptable to the City. Once the District conveys title as described hereinabove, the District shall have no right or privilege to remove or interfere with any part or portion of the FM 565 Wastewater Facilities. Notwithstanding the foregoing, the Parties agree that 300 gallons per minute of capacity in the FM 565 Wastewater Facilities shall be reserved for providing wastewater service within the boundaries of the District. Further, should the City of a third party add additional flow in the force main, any modifications reasonably necessary to be made to the District's lift station (e.g., to pumps or controls) shall be paid by the City or the City shall require such third party to pay for same. (g) Upon request, the District shall provide the City an update on the status of the FM 565 Wastewater Facilities. Upon request of the City, the District shall provide copies free of charge to the City of pay estimates, inspection reports, testing reports, certificate of substantial and final completion, and evidence of payment regarding the costs of the FM 565 Wastewater Facilities. (h) The District shall convey or cause its developer to convey, by special warranty deed to the City a 100'x100' area for a future public lift station east of the pipeline and approximately 1,500' west of Ameriport Parkway. The special warranty deed must be approved by the City Attorney and the exact location of the lift station site shall be approved by the City Engineer no later than 180 days following the effective date of this Agreement. Providing wastewater services to the District will require upgrading the City's lift station located just north of the Cedar Bayou crossing at SH 146, south of FM 565 (`xLannie #6 "). As such, the District agrees that it will share in the cost of the installation of the new pumps at Develonment Agreement, Page 7 Lannie 46 in accordance with the following terms and conditions: (a) The City will shall advertise, or cause advertisement, for bids and for the replacement pumps at Lannie #6. (b) The District shall pay the City one -half of the cost of the purchase and installation of the replacement pumps for Lannie #6 as determined initially by the bid received by the City from the lowest responsible bidder with the District's share of such costs not to exceed $70,000. The District's share of the costs shall be due and payable within thirty (30) days of the District's receipt of an invoice from the City. Such amount shall be adjusted upon completion of the pump replacement and installation at Lannie #6 based upon the actual costs to the City. If any monies are due the District, the City shall pay the same within thirty (30) days of completion of the acceptance by the City of the replacement pump project at Lannie #6. If monies are due the City, the District shall pay the same within thirty (30) days of the District's receipt of an invoice from the City. (c) The City shall replace or cause the pumps to be replaced at Lannie #6, such construction shall commence within thirty (30) calendar days after receipt of the District's share of the expense. (d) The District shall have the right at any time to inspect the pump replacement project as it is constructed. The pumps shall be replaced within one hundred eighty (180) calendar days of the contract award. (e) Upon request, the City shall provide the District an update on the status of the Lannie #6 pump replacement project. Upon request of the District, the City shall provide copies free of charge to the District of pay estimates, inspection reports, testing reports, certificate of substantial and final completion, and evidence of payment regarding the costs of replacement and installation of the pumps at Lannie #6. The City will not object to the first phase of commercial and industrial development within the Property utilizing septic systems or utilizing wastewater treatment package plants meeting all applicable standards of TCEQ and any other regulatory authority; provided it is at least 300 feet from the City's public sewer system. The City agrees that payment of wastewater impact fees shall not be applicable to development served by septic systems or package plants until connection of such development to the City's wastewater collection system; provided, however, it is expressly understood and agreed that the City shall not be required by virtue of this agreement to allow any industrial development to connect to the City's wastewater collection system for the disposal of industrial waste as regulated in Article V of Chapter 98 of the Code of Ordinances. Section 3.03 Utility Easement. The District shall convey or cause to be conveyed by its developer, a twenty -foot (20') utility easement for the aforementioned improvements and for future municipal improvements westwardly along FM 565 to the eastern boundary of the District's Development Agreement Page 8 property. The terms of the easement must be approved by the City Attorney. Section 3.04 Drainage Facilities and Services. The District shall be responsible for constructing, or causing to be constructed, such drainage facilities and improvements as are necessary to adequately provide drainage for the development within the District and which meet the minimum standards for drainage facilities set forth in the City's Code of Ordinances. Section 3.05 Construction Standards for Public Improvements. The District shall provide, or cause to be provided, public improvements required herein or by the Code to the extent the District is allowed to do so by law, including, but not limited to, roads, drainage, utilities, facilities, landscaping, streetscaping, parks and recreational facilities in accordance with all City requirements applicable to the Property. All public improvements constructed by the District, or caused to be constructed by the District, shall be constructed in accordance with all then applicable City requirements. ARTICLE IV BREACH, NOTICE AND REMEDIES Section 4.01 Breach of Agreement. (a) It is the intention of the Parties to this Agreement that the Property be developed in accordance with the terms of this Agreement. (b) The Parties acknowledge and agree that any deviation by the City or by the District from the material terms of this Agreement would frustrate the intent of this Agreement and, therefore, would be a breach of this Agreement. In the event that a Party to this Agreement believes that the other Party has, by act or omission, committed a breach of this Agreement, the provisions of this Article V shall provide the remedies for such default. Section 4.02 Notice of District's Default; Right to Cure. (a) The City Manager shall notify the District in writing of an alleged failure by the District to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The District shall, within thirty (30) days after receipt of such notice or such longer period of time as the City may specify in such notice, either cure such alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The City Manager shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured. The District shall make available and deliver to the City, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the City Manager determines that such failure has not occurred, or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, or that such failure is excusable, such determination shall conclude the investigation. If the City determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured in a DeveooRment Agreement, Page 9 manner and in accordance with a schedule reasonably satisfactory to the City, then the City may terminate this Agreement and the Strategic Partnership Agreement and/or take any appropriate action to enforce this Agreement at law or in equity. Section 4.03 Notice of City's Default; Right to Cure. (a) The District shall notify the City in writing of an alleged failure by the City to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The City shall, within 30 days after receipt of such notice or such longer period of time as the District may specify in such notice, either cure such alleged failure or, in a written response to the District, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The District shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured by the City. The City shall make available and deliver to the District, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the District determines that such failure has not occurred or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the District, or that such failure is excusable, such determination shall conclude the investigation. If the District determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured by the City in a manner and in accordance with a schedule reasonably satisfactory to the District, then the District may take any appropriate action to enforce this agreement at law or in equity. ARTICLE V BINDING AGREEMENT, TERM, AMENDMENT, AND ASSIGNMENT Section 5.01 Beneficiaries. This Agreement shall bind and inure to the benefit of the City and the District, their successors and assigns. Section 5.02 Notice. The Parties contemplate that they will engage in informal communications with respect to the subject matter of this Agreement. However, any formal notices or other communications ( "Notice ") required to be given by one Party to another by this Agreement shall be given in writing addressed to the Party to be notified at the address set forth below for such Party: (a) by delivering the same in person; (b) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified; (c) by depositing the same with Federal Express or another nationally recognized courier service guaranteeing "next day delivery," addressed to the Party to be notified; or (d) by sending the same by facsimile with confirming copy sent by mail. Notice shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: Development Agreement, Page 10 City: City of Baytown P. O. Box 424, Baytown, Texas 77522 Attn: City Manager, (fax) 281 - 420 -6586 District: Chambers County Improvement District No. 2, 1300 Post Oak Boulevard, Suite 1400, Houston, Texas 77056 Attn: Peter T. Harding (fax) 713- 623 -6143 The Parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least 5 days written notice to the other Parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such Saturday, Sunday or legal holiday. Section 5.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. Section 5.04 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected. Section 5.05 Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party of any provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such Party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. Section 5.06 Applicable Law and Venue. The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Exclusive venue shall be in Harris County, Texas, and all Parties consent to venue in Harris County. Section 5.07 Reservation of Rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws, including sovereign immunity, except to enforce any rights and remedies under this Agreement. Section 5.08 Further Documents. The Parties agree that at any time after execution of this Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terns of this Agreement. Section 5.09 Incorporation of Exhibits and Other Documents by Reference. All Exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. Section 5.10 Effect of State and Federal Laws. Notwithstanding any other provision of this Agreement, Developer, its successors or assigns, shall comply with all applicable statutes or regulations of the United States and the State of Texas, as well as any City ordinances and any rules implementing such statutes or regulations. Development Agreement, Page 1 l Section 5.11 Authority for Execution. The City hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City Charter and City ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the requirements of state law. Section 5.12 Term. This Agreement shall be effective from the effective date specified herein and shall expire forty (40) years from the date the District issues the final series of bonds required to fully finance its facilities and improvements; provided, however, that if District has not been fully developed by the developers and the District has not fully financed its facilities and improvements by the end of the initial forty (40) year term, this Agreement will automatically renew for successive five (5) year terms until same has occurred. Section 5.13 Remedies Cumulative. All rights and remedies of the City and /or the District under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. Section 5.14 Amendments. This Agreement may not be altered, changed or amended, except by an instrument in writing, signed by both parties hereto. Section 5.15 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the District hereby agree that no claim or dispute between the City and the District arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the District consents to be joined in the arbitration proceeding if the District's presence is required or requested by the City for complete relief to be recorded in the arbitration proceeding. Section 5.16 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. Section 5.17 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. Section 5.18 Duplicate Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 5.19 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms ofthe section and paragraph so designated. Development Agreement, Page 12 Section 5.20 Gender and Number. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. Section 5.21 Agreement Read. The Parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. Section 5.22 Agreement not an "Allocation Agreement." The Parties agree that this Development Agreement is not an Allocation Agreement for purposes of Water Code Section 54.016(f). IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective as of the day of , 2014 (the "Effective Date "). ATTEST: By: Leticia Brysch, City Clerk APPROVED AS TO FORM: Ignacio Ramirez, Sr., City Attorney Development Agreement, Page 13 CITY OF BAYTOWN, TEXAS Robert D. Leiper, City Manager CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 By: President, Board of Directors THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this day of , 2014, by , President of Chambers County Improvement District No. 2, on behalf of said Distri ct. Notary Public in and for The State of T E X A S (SEAT,) R:\Karen\Files \Contracts \CCID #2\DEVELOPMENT AGREEMENT 10 -14-14 F1NAL.docx Development Agreement, Page 14 CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 By: d Ill J,- OdIV40 Preside4 Board of Directord THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on this) day of c 6e(t- 2014, by-} jcW T' Lu (A ( J 11, ;p , President of Chambers County Improvement District No. 2, on behalf of said District. d'[ tary AVA PulAic in and for The State of TEXAS R:\K&ren\Fi1es\Contracts=1D 4=evelopment Agreement Between City of Baytown and the District 09302014.docx Development Agreement Page • (350828.1) .Y Windrose Lanif gdrVIC�es; mac -- 3200 Micrest, Suite 325 Houston, Texas 77042 (713) 458 -2281 Fax (713) 461 -1151 professional Development Consultants X Land Surveying, Platting, Project Management and GIS Services CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 G. L. SHORT SURVEY 723.06 ACRES ABSTRACT NO. 228 R A. PORTER SURVEY ABSTRACT NO. 20S A METES & BOUNDS DESCRIPTION OF CERTAIN 723.06 ACRE TRACT, SITUATED IN THE G.L. SHORT SURVEY, ABSTRACT NO. 228, THE R A. PORTER SURVEY, ABSTRACT NO, 205 IN CHAMBERS COUNTY TEXAS; BEING ALL OF A CALLED 1.9725 ACRE TRACT (TRACT 1), ALL OF A CALLED 17.5648 ACRE TRACT (TRACT 2), ALL OF A CALLED 665.8778 ACRE TRACT (TRACT 3), AND ALL OF A CALLED 37.6437 ACRE TRACT (TRACT 4) DESCRIBED IN DEED OF TRUST RECORDED IN VOLUME (08) 1053, PAGE 719 OF THE CHAMBERS COUNTY OFFICIAL PUBLIC RECORDS; SUBJECT 723.06 ACRES BEING A COMPILATION OF EXISTING DOCUMENTS AND RIGHT -OF -WAY MAPS, PREPARED UNDER 22 TAC 663.21 FOR A POLITICAL SUBDIVISION, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS. WITH ALL BEARINGS BEING BASED ON THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD83; TRACT 1 -1.97 ACRES BEGINNING AT THE NORTHEAST CORNER OF SAID CALLED 1.9725 ACRE TRACT, BEING IN THE NORTH RIGHT -OF -WAY LINE OF FARM TO MARKET ROAD NO. 565 (OLD ALIGNMENT), AS RECORDED IN VOLUME 120, PAGE 475 OF THE CHAMBERS COUNTY DEED RECORDS; THENCE, ALONG THE SOUTHEAST LINE OF THE SAID 1.9725 ACRE TRACT, COMMON WITH THE NORTHWEST RIGHT -OF -WAY LINE OF SAID FARM TO MARKET ROAD NO. 565 (OLD ALIGNMENT), ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 612.96 FEET, A CENTRAL ANGLE OF 80 °06'00 ", AN ARC LENGTH OF 856.92 FEET, AND A LONG CHORD BEARING SOUTH 38 °3249" WEST, 788.83 FEET, TO A POINT FOR CORNER- THENCE, SOUTH 01 030'10" EAST, CONTINUING ALONG SAID COMMON LINE, 51.93 FEET TO A POINT FOR CORNER MARKING THE SOUTHERN CORNER OF THE SAID 1.9725 ACRE TRACT, BEING IN THE EAST LINE OF A CALLED 63.623 ACRE TRACT AS RECORDED IN VOLUME (07) 995, PAGE 26 OF THE CHAMBERS COUNTY OFFICIAL PUBLIC RECORDS; THENCE, NORTH 13°2245" WEST, ALONG THE WEST LINE OF THE SAID 1.9725 ACRE TRACT, -COMMON WITH THE EAST LINE OF THE SAID 63.623 ACRE TRACT, 559.38 FEET TO THE NORTHWEST CORNER OF THE SAID 1.9725 ACRE TRACT, COMMON WITH A SOUTHWEST CORNER OF A CALLED 92.8172 ACRE TRACT AS RECORDED IN VOLUME (07) 943, PAGE 142 OF THE CHAMBERS COUNTY OFFICIAL PUBLIC RECORDS; THENCE, NORTH 78 03732" EAST, ALONG THE NORTH LINE OF SAID 1.9725 ACRE TRACT, COMMON WITH A SOUTH LINE OF SAID 92.8172 ACRE TRACT, 632.05 FEET TO THE POINT OF BEGINNING, CONTAINING 1.97 ACRES OF LAND IN CHAMBERS COUNTY, TEXAS. Exhibit A -1- Iry Windrose Land Services, Inc 3200 fIcres4 Suite 325 Houston Texas 77042 Phone (713) 458 -2281 Fax (713) 461 -1151 Professional Development Consultants 1. Land Surveying, Platting, Project Management and GIS Services CHAMBERS COUNTY R&ROVEMENT DISTRICT NO.2 G. L. SHORT SURVEY 723.06 ACRES ABSTRACT NO.228 R A. PORTER SURVEY ABSTRACT NO. 205 TRACT H 17.56 ACRES BEGINNING AT THE NORTHEAST CORNER OF THE AFOREMENTIONED 17.5648 ACRE TRACT, BEING IN THE SOUTH RIGHT -OF -WAY LINE OF THE AFOREMENTIONED FARM TO MARKET ROAD NO. 565 (OLD ALIGNMENT); - THENCE, SOUTH 17 °51'17" EAST, 48.43 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO -THE LEFT IN THE NORTH RIGHT -OF -WAY LINE TO FARM TO MARKET ROAD NO 565 (NEW RIGHT - OF -WAY LOCATION) AS DESCRIBED IN VOLUME (90) 104, PAGE 441 OF THE CHAMBERS COUNTY OFFICIAL PUBLIC RECORDS; THENCE, ALONG THE SOUTH LINE OF THE AFOREMENTIONED 175648 ACRE TRACT, COMMON WITH THE NORTH RIGHT -OF -WAY LINE OF SAID FARM TO MARKET ROAD NO. 565 (NEW RIGHT - OF -WAY LOCATION) THE FOLLOWING THREE (3) COURSES AND DISTANCES: 1. ALONG THE ARC OF SAID NON - TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 1,969.86 FEET, A CENTRAL ANGLE OF 14 °10'39 ", AN ARC TO LENGTH OF 487.43 FEET, AND A LONG CHORD BEARING SOUTH 50 04172" WEST, 486.19 FEET TO A POINT FOR CORNER; 2. SOUTH 43 036'03" WEST, 894.38 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; 3. ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1,849.86 FEET, A CENTRAL ANGLE OF 15 °38'15 ", AN ARC LENGTH OF 504.88 FEET, AND CHORD BEARING SOUTH 51°25'10" WEST, 503.31 FEET TO APOINT FOR CORNER; THENCE, NORTH 13°25'03" WEST, 198.68 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO 'THE LEFT; THENCE, ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A- RADIUS OF 612.96 FEET, A CENTRAL ANGLE OF 10 01016 ", AN ARC LENGTH OF-_108.81 FEET, AND A LONG CHORD BEARING NORTH 03-34-57" EAST, 108.67 FEET TO A POINT FOR CORNER; THENCE, NORTH 01'30'11" WEST, 278.30 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE, ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 532.96 FEET, A .CENTRAL ANGLE OF 80 °06'00 ", AN ARC LENGTH OF 745.08 FEET, AND A LONG CHORD BEARING NORTH 38 °3249" EAST, 685.87 FEET TO A POINT FOR CORNER; THENCE, NORTH 78 °3732" EAST, 1,010.63 FEET TO THE POINT OF BEGINNING, CONTAINING 17.56 ACRES OF LAND IN CHAMBERS COUNTY, TEXAS. -2- y Windrose Land Services, Inc 3200 W11cres4 Suite 325 Houston, Texas 77042 'w E Phone (713) 458 -2281 Fax (713) 461 -1151 Professional Development Consultants �. Land Surveying, Platting, Project Management and GIS Services CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 G. L. SHORT SURVEY 723.06 ACRES ABSTRACT NO. 228 R. A. PORTER SURVEY ABSTRACT NO, 205 TRACT M 665.89 ACRES BEG114NING AT THE NORTHEAST CORNER OF THE SAID 665.8778 ACRE TRACT, BEING IN THE SOUTH-RIGHT-OF-WAY LINE OF THE AFOREMENTIONED FARM TO MARKET ROAD NO. 565 (NEW RIGHT -OF -WAY LOCATION); THENCE, SOUTH 02 °31'31" EAST, 2,829.73 FEET TO A POINT FOR CORNER; THENCE, NORTH 87 °11'15" EAST, 2,511.97 FEET TO A POINT FOR CORNER; -THENCE, SOUTH 02 °48'21" EAST, 1,273.32 FEET TO A POINT FOR CORNER; THENCE, SOUTH 32 °41'03" WEST, 1,392.41 FEET TO A POINT FOR CORNER; THENCE, SOUTH 31 °38'03" WEST, 3,151.63 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; THENCE, ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 580.00 FEET, A CENTRAL ANGLE OF 28 °30'37 ", AN ARC LENGTH OF 288.61 FEET, AND A LONG CHORD BEARING SOUTH 1702244" WEST, 285.64 FEET TO A POINT FOR CORNER; THENCE, SOUTH 77°21'47" WEST, 641.07 FEET TO A POINT FOR CORNER; THENCE, NORTH 12 °48'13" WEST, 3,758.41 FEET TO A POINT FOR CORNER; THENCE, SOUTH 77 °18'04" WEST, 2,710.16 FEET TO A POINT FOR CORNER; THENCE, NORTH 12 °1924" WEST, 3,101.79 FEET TO A POINT FOR CORNER; THENCE, NORTH 77 °09'13" EAST, 554.10 FEET TO THE BEGINNING OF A CURVE TO THE LEFT; THENCE, ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 1,969.86 FEET, A CENTRAL ANGLE OF 08 °25'45 ", AN ARC LENGTH OF 289.80 FEET, AND A LONG CHORD BEARING NORTH 72 °5620" EAST, 289.54 FEET TO A POINT FOR CORNER; THENCE, NORTH 76 05571" EAST, 282.15 FEET TO A POINT FOR CORNER; THENCE NORTH 13 °25'02" WEST, 61.94 FEET TO THE BEGINNING OF A NON - TANGENT CURVE TO THE LEFT; THENCE, ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 1,969.86 FEET, A CENTRAL ANGLE OF 16 04377 ", AN ARC LENGTH OF 574.99 FEET, AND A LONG CHORD BEARING NORTH 51 °5746" EAST, 572.95 FEET TO A POINT FOR CORNER; THENCE, NORTH 43 °36'03" EAST, 89438 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; -3- Windrose Land Services, Inc 3200 W7Icrest, Suite 325 Houston, Texas 77042 Phone (713) 458 -2281 Fax (713) 461 -1159 Professional Development Consultants J. Land Surveying, Platting, Project Management and GIS Services CHAMBERS COUNTY IM1PROVEMENT DISTRICT NO.2 G. L. SHORT SURVEY 723.06 ACRES ABSTRACTNO.228 R. A. PORTER SURVEY ABSTRACT NO. 205 THENCE, ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1,849.86 FEET, A CENTRAL ANGLE OF 34 °5956 ", AN ARC LENGTH OF 1,129.98 FEET, AND A LONG CHORD BEARING NORTH 61 °06'01" EAST, 1,112.49 FEET TO A POINT FOR CORNER; THENCE, NORTH 78 °37'16" EAST, 522.22 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THENCE, ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 5,669.58 FEET, A CENTRAL ANGLE OF 01 002'10 ", AN ARC LENGTH OF 10252 FEET, AND A LONG CHORD BEARING NORTH 79 °07'09" EAST, 102.52 FEET TO A POINT FOR CORNER; THENCE, NORTH 79 °38113" EAST, 840.20 FEET TO THE POINT OF BEGINNING, CONTAINING 665.89 ACRES OF LAND IN CHAMBERS COUNTY, TEXAS. TRACT N -37.64 ACRES BEGINNING AT THE NORTH CORNER OF THE AFOREMENTIONED CALLED 37.6437 ACRE TRACT, BEING IN THE SOUTHEAST LINE OF THE COASTAL INDUSTRIAL WATER AUTHORITY CANAL (CALLED 180 -FEET WIDE) AS RECORDED IN VOLUME 308, PAGE 281 OF THE CHAMBERS COUNTY DEED RECORDS; THENCE, SOUTH 02 04821" EAST, ALONG THE EAST LINE OF THE SAID 37.6437 ACRE TRACT, COMMON WITH THE EAST LINE OF THE REMAINDER OF A CALLED 210.29 ACRE TRACT AS RECORDED IN VOLUME 172, PAGE 166 OF THE CHAMBERS COUNTY DEED RECORDS, 2,158.70 FEET TO A POINT FOR CORNER MARKING THE SOUTHEAST CORNER OF THE SAID 37.6437 ACRE TRACT, COMMON WITH THE NORTHEAST CORNER OF A CALLED 59.974 ACRE TRACT RECORDED IN VOLUME 165, PAGE 456, OF THE CHAMBERS COUNTY DEED RECORDS; THENCE, SOUTH 87 °1423" WEST, ALONG THE SOUTH LINE OF SAID 37.6437 ACRE TRACT, COMMON WITH THE NORTH LINE OF SAID 59.974 ACRE TRACT, 1,504.78 FEET TO A POINT FOR CORNER MARKING THE SOUTHWEST CORNER OF THE SAID 37.6437 ACRE TRACT BEING IN THE SOUTHEAST LINE OF THE AFOREMENTIONED COASTAL INDUSTRIAL WATER AUTHORITY CANAL; • THENCB, NORTH 31 °38'03" EAST, ALONG THE NORTHWEST LINE OF THE SAID 37.6437 ACRE TRACT, COMMON WITH THE SOUTHEAST LINE OF AFOREMENTIONED COASTAL INDUSTRIAL WATER AUTHORITY CANAL, 149223 FEET TO AN ANGLE POINT; THENCE, NORTH 32 041103" EAST, CONTINUING ALONG SAID COMMON LINE, 1,138.31 FEET TO THE POINT OF BEGINNING, CONTAINING 37.64 ACRES OF LAND IN CHAMBERS COUNTY, TEXAS ALONG WITH THE HEREINDESCRIBED 1.97 ACRE TRACT (TRACT 1), AND THE HEREIN DESCRIBED 17.56 ACRE TRACT (TRACT 1I), AND THE HEREIN DESCRIBED 665.88 ACRES (TRACT III) FOR A TOTAL ACREAGE OF 723.06 ACRES. -4- w Windrose Land Services, Inc 3200 W icrest, Suite 325 Houston, Texas 77042 Phone (713) 458 -2281 Fax (713) 461 -1151 Professional Development Consultants �. Land Surveying, Platting, Project Management and GIS Services CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.2 G. L. SHORT SURVEY 723.06 ACRES ABSTRACT NO. 228 R A. PORTER SURVEY ABSTRACT NO. 205 THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.2 1, AND DOES REFLECT THE RESULTS OF AN ON THE GROUND SURVEY, AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT THOSE RIGHTS AND INTEREST MIPLMD OR ESTABLISHED BY THE CREATION OR CONFIGURATION OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS PREPARED. , Wis KUAKO_ _ 01W SKI 51- �? su MIl�E K w kOWSKI RP.L.S. NO. 5101 STATE OF TEXAS 11-16-1( DATE: Y:\Projects \46137 -De1ta Companies Group\915 -Ward, Getz and Associates, L.P \14411 \14411- SURVEYING\14411 -Metes & Bounds \CC1D No 2- Legal -11161 Ldoc -5- -- ----- ----Pa nisi �- --- �1 pat —rP© - '1'• ow�:acas oe�o - :tip) • - 'li KIwMI NOTa. TMOT 1 TPA a a �y�tl3l�➢71 -- ----- ----Pa nisi �- --- �1 pat —rP© - '1'• ow�:acas oe�o - :tip) • - 'li KIwMI NOTa. �y�tl3l�➢71 CHAMBERS COUNTY .uny.raP.m..maatt IMPROVEMENT DISTRICT NO. 2 ..-L� 723.06 ACRES wnw�mwaw .woAe��rw��o.m MO'AWtASII Ei( N Exhibit B Exhibit "C" Exhibit "D"