The URL can be used to link to this page

Ordinance No. 13,109ORDINANCE NO. 13,109 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO THE UTILITY FUNCTIONS AND SERVICES ALLOCATION AGREEMENT WITH GRAHAM MORTGAGE CORPORATION, LONE STAR 5000 CORPORATION, TEXAS CAPITAL DEVELOPMENT CORPORATION, INC., AND THE HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 528; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. *********************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to the Utility Functions and Services Allocation Agreement with Graham Mortgage Corporation, Lone Star 5000 Corporation, Texas Capital Development Corporation, Inc., and the Harris County Municipal Utility District No. 528. A copy of such agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. 1011, INTRODUCED, READ and PASSED by the affirmative City of Baytown this the 28th day of January, 2016. J ' u � APPROVED AS TO FORM: 4 NACIO RAMIREZ, SIC Yity- Attorney S of the City Council of the H. �0pY70W�,� O� NNh•: �� Ci S N y lip�9TF O F ��.�P R:'.KarenTiles',City Council` %Ordinances\2016\January 28W 11ocationAgreementwithHCMUD5280rdinance .doc Mayor Exhibit "A" UTILITY FUNCTIONS AND SERVICES ALLOCATION AGREEMENT STATE OF HARRIS § COUNTY OF HARRIS § THIS UTILITY FUNCTIONS AND SERVICES ALLOCATION AGREEMENT (the "Allocation Agreement ") is entered into as of the date specified in Section 7.14 hereof, between and among THE CITY OF BAYTOWN, TEXAS (the "City "), a municipal corporation and home -rule city situated in Harris and Chambers Counties, Texas; GRAHAM MORTGAGE CORPORATION, a Texas Corporation ( "Graham "); LONE STAR 5000 CORPORATION, a Texas Corporation ( "Lone Star "); TEXAS CAPITAL DEVELOPMENT CORPORATION, INC., a Texas corporation ( "TCDC ") (collectively the "Developers "), and HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 528, a body politic and corporate and a governmental agency of the State of Texas under the provisions of Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended (the "District "). It is the intention of the parties to this Allocation Agreement that all rights, benefits and obligations pursuant to this Allocation Agreement shall ultimately be assigned to the District as provided in Section 7.7. RECITALS WHEREAS, the City is a home -rule city and municipal corporation that provides various municipal services to its citizens; and WHEREAS, the District was created by V.T.C.A. Spec. Dist. Code Chapter 8318; currently includes 169.4498 acres; and intends to conduct its confirmation election in 2016; and WHEREAS, Graham owns approximately 169.4498 acres described in the attached Exhibit "A -1(a)" and "A -1(b)" and located inside the boundaries of the District ( "Graham Tract "); and WHEREAS, Lone Star owns approximately 27.8347 acres described in the attached Exhibit "A -2," which it desires to annex into the District and which it has petitioned the City for its consent to annex into the District ( "Lone Star Tract "); and WHEREAS, TCDC owns approximately 89.6754 acres described in the attached Exhibit "A -3," which it desires to annex into the District and which it has petitioned the City for its consent to annex into the District ( "TCDC Tract "); and WHEREAS, TCDC has under contract to purchase approximately 209.8083 acres from Hazelwood Enterprises Incorporated ( "Hazelwood ") described in the attached Exhibit "A -4," which it desires to annex into the District and which Hazelwood has petitioned the City for its consent to annex into the District ( "Hazelwood Tract "); and WHEREAS, the District was created for the purpose of, among other things, providing water distribution, wastewater collection and drainage facilities and services as more fully described below (the "Facilities ") to serve the development occurring within the boundaries of the District, by -financing and purchasing the Facilities; and WHEREAS, it is anticipated that development of the land in the District will occur in phases and the Developers anticipate that each phase will be platted separately; and WHEREAS, the City has agreed to provide the services described herein to land in the District under the conditions and terms set forth in this Allocation Agreement; and WHEREAS, this Allocation Agreement is entered into under the authority of Local Government Code Section 402.014, as amended, and applicable provisions of Chapters 49 and 54 of the Texas Water Code, as amended, and applicable provisions of the City of Baytown Code of Ordinances; and WHEREAS, the City and the Developers have determined that they are authorized by the Constitution and laws of the State of Texas to enter into this Allocation Agreement and have further determined that the terms, provisions and conditions hereof are mutually fair and advantageous to each; NOW THEREFORE, AGREEMENT For and in consideration of the mutual promises, obligations, and benefits contained herein, and subject to the Consent Resolution of even date herewith, the City, the Developers, and the District agree as follows: ARTICLE I. DEFINITIONS AND EXHIBITS 1.1 Definitions. Unless the context indicates otherwise, the following words as used in this Allocation Agreement shall have the following meanings: Approving Bodies shall mean the City, Harris County, Texas, the Texas Commission on Environmental Quality, the Attorney General of Texas, the Comptroller of Public Accounts of Texas and all other federal, state and local governmental authorities having regulatory jurisdiction and authority over the financing, construction or operation of the Facilities or the subject matter of this Allocation Agreement. Bonds shall mean the District's bonds, notes or other evidences of indebtedness issued from time to time for the purpose of financing the costs of acquiring, constructing, purchasing, operating, repairing, improving or extending the Facilities as more fully set forth in the Baytown Code of Ordinances, whether payable from ad valorem taxes, the proceeds of one or more future bond issues or otherwise, and including any bonds, notes or similar obligations issued to refund such bonds. City means the City of Baytown, Texas. City Water System means all the water production pumps, lines, meters, components, facilities, and equipment owned and used by the City to pump, treat, monitor, convey, supply, and distribute Water to the public. City Wastewater System means all the wastewater treatment facilities, lines, components and equipment owned and used by the City to collect, convey, treat, monitor, regulate, and dispose of Wastewater to the Central District Wastewater Treatment Plant and the East District Wastewater 'Treatment Plant as required herein. Consent Resolution means the resolution of even date herewith adopted by the City consenting to the creation of the District and the annexation of the Lone Star Tract, the TCDC Tract and the Hazelwood Tract into the District. Detention Tract means any parcel or parcels in the District used for detention facilities to serve the land in the District. Developers means collectively GRAHAM MORTGAGE CORPORATION, a Texas Corporation; LONE STAR 5000 CORPORATION, a Texas Corporation; and TEXAS CAPITAL DEVELOPMENT CORPORATION, INC., a Texas corporation; and their successors and assigns. Development Plan means the conceptual plan for the development within the District of the Tract attached as Exhibit "C" and as updated by agreement of the parties in writing should any change in a zoning district designation of such properties require the same. District means Harris County Municipal Utility District No. 528 a body politic and corporate and a governmental agency of the State of Texas created by V.T.C.A. Spec Dist. Chapter 8318 and organized under the provisions of Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended, and which is proposed to include within its boundaries the approximately 496.7682 acres of land situated wholly within the corporate limits of the City, as described in Exhibit "A." District Assets means (i) all rights, title and interests of the District in and to the Facilities, (ii) any Bonds of the District which are authorized but have not been issued by the District, (iii) all rights and powers of the District under any agreements or commitments with any persons or entities pertaining to the financing, construction or operation of all or any portion of the Facilities and/or the operations of the District, and (iv) all books, records, files, documents, permits, funds and other materials or property of the District. District's Obligations means (i) all outstanding Bonds of the District, (ii) all other debts, liabilities and obligations of the District to or for the benefit of any persons or entities relating to the financing, construction or operation of all or any portion of the Facilities or the operations of the District, and (iii) all functions performed and services rendered by the District, for and to the owners of property within the District and the customers of the Facilities. Engineers or District Engineers means consulting engineers, or its replacements, successors or assignees designated by the District as its engineer. Engineering Reports means and refers to engineering reports prepared by the Engineers and accepted by the City in writing relating to the development of the land in the District and describing the initial scope and extent of the Facilities and any additional engineering reports prepared by the Engineers from time to time and accepted by the City in writing relating to the issuance of Bonds by the District, copies of which shall be on file in the offices of the District. Equivalent Single- Family Connection or ESFC means that daily measure of Water and Wastewater that is attributed to one Single - Family Residential Home as determined by the City. Facilities means and includes the water supply and distribution, sanitary sewer collection, transportation, and storm water collection, detention and drainage systems constructed or acquired or to be constructed or acquired by the District and approved by the City in writing to serve lands within and adjacent to its boundaries, and all improvements, appurtenances, additions, extensions, enlargements or betterments thereto, together with all contract rights, permits, licenses, properties, rights -of -way, easements, sites and other interests related thereto, all as more fully described in the Engineering Reports. Regional Improvements means those Facilities described in Section 2.7 which serve areas outside and inside the District and which may include, but not be limited to: sanitary sewer trunk lines, lift stations and force mains, water trunk lines, offsite drainage right -of -way and ditch improvements, and transportation improvements. Single - Family Residential Home means a building designated to be used and occupied by one family, with a detached single - family residence being one residential home, a duplex being two residential homes, and each unit in an apartment complex being one residential home. Tract means collectively, the Graham Tract, the Lone Star Tract, the TCDC Tract and the Hazelwood Tract, as more fully described in Exhibits "A -1 to A -4," and to which the City has agreed to provide the services described in, and subject to the terms of, this Allocation Agreement. Wastewater means the water - carried wastes, exclusive of ground, surface, and storm waters, normally discharged from the sanitary conveniences of residential or commercial structure of a domestic nature (not industrial), meeting the requirements of the City set forth in the City's Code of Ordinances. Wastewater Service means the services provided by the City in receiving, treating, testing, and disposing of Wastewater from the District. Water means potable water that meets Federal and State standards for consumption by humans. Water Supply Service means the services provided by the City in treating, pumping, transporting, and delivering of Water to the District for consumption by District customers in accordance with this Allocation Agreement. 1.2 Exhibits. The following Exhibits attached or to be attached to this Allocation Agreement are a part of the Contract as though fully incorporated herein: Exhibit A Description of the Tract Exhibit A -1(a) Graham Tract Exhibit A -I(b) Graham Tract Exhibit A -2 Lone Star Tract Exhibit A -3 TCDC Tract Exhibit A -4 Hazelwood Tract Exhibit B In -City Procedures Exhibit C Regional Improvements Exhibit D Facilities Required Exhibit E Development Plan 1.3 Disannexation. It is expressly understood and agreed that should the City acquire property within the District prior to the District calling a bond election, the Developers and the District shall take all necessary steps to remove such property from the boundaries of the District at its sole cost and expense prior to the election. ARTICLE II. AGREEMENT CONCERNING WATER SUPPLY AND WASTEWATER SERVICES TO THE DISTRICT 2.1. City's Obligation to Provide Services. Subject to the Developers complying with Section 2.7, the City agrees to provide Water Supply Service to the land in the District in accordance with the terms and conditions of this Allocation Agreement. In order to obtain Water Supply Service, the District agrees that it will connect to the City Water System as approved /directed by the City and extend the lines inside and /or outside the District as necessary for the City to provide Water Supply Service to the land in the District being developed. Subject to the Developers complying with Section 2.7, the City agrees to accept Wastewater from and to provide Wastewater Service to the land in the District to serve the land being developed in accordance with the provisions of this Allocation Agreement. In order to obtain Wastewater Service, the District agrees that it will connect to the City Wastewater System as approved /directed by the City and extend the lines inside and /or outside the District as necessary for the City to provide Wastewater Service to the land being developed. Notwithstanding any other provision of this Agreement, in the event (i) TCDC fails to close the purchase of the Hazelwood Tract and (ii) the District fails to annex such property prior to March 31, 2016, the City's conditional consent to the creation of the District and the annexation of property into the same granted pursuant to Resolution No. and this Agreement shall be null and void and the parties hereto agree for themselves, their successors and assigns that they will not challenge or otherwise contest the fact that the consent has not been granted and shall not take further steps to create or confirm the District or annex property into the District without petitioning and obtaining such prior consent from the City via a subsequent resolution. All services to be provided by the City herein shall be expressly subject to the payment of the appropriate impact fees and other fees specified in this Allocation Agreement and the City's Code of Ordinances. 2.2. Assignment to District. The parties hereto agree that this Allocation Agreement will be assigned by the Developers to the District after confirmation of the District. Any provision of this Allocation Agreement, whether referring to any of the Developers or the District, shall apply to the Developers until assigned to the District as provided by this Allocation Agreement. Thereafter all provisions, except those contained in Article III, shall apply only to the District. 2.3. Standard of Service. Once the Facilities and Regional Improvements, including those specified in Section 2.7 hereof, are completed and approved by the City, the Water Supply Services and Wastewater Services provided by the City to the land in the District under this Allocation Agreement shall be equivalent in quality to the water supply and wastewater services, the City provides to other City customers. Nothing contained in this Allocation Agreement shall create or imply in the Developers or the District a preferential right to the Water Supply Services or Wastewater Services over other City customers. 2.4 Maximum Number of Connections. The City agrees to provide up to 1700 ESFCs to serve the proposed 496.7682 acres to be included in the District based upon a phased -in development, which development and number of ESFCs as approved by the City; provided, however, the maximum number of connections shall not exceed the following in any contract year: 2016 750 2017 950 2018 1075 2019 1200 2020 1325 2021 1450 2022 1575 2023 1700 Notwithstanding the above, should any of the 496.7682 acres not be annexed into the District or subsequently disannexed, the City shall advise the District as to the number of ESFCs which would be allocated to such tract(s) not annexed or disannexed, and the maximum number of ESFCs allocated to the District automatically shall be reduced by such amount, and 2. the City shall provide a new schedule of the maximum number of ESFCs for each year, which schedule shall be binding upon the District and shall be automatically substituted for the above - referenced chart. 2.5 The Facilities. The Facilities, as described in the Engineering Reports, will be designed and constructed in compliance with all applicable requirements and criteria of the City as well as the applicable Approving Bodies and will be subject to the Consent Resolution. The design and construction of the Facilities will be subject to the review and approval of the City. Except as otherwise provided in Section 2.1, the District shall design, construct or extend the Facilities in such phases or stages as the District, in its sole discretion, from time to time may determine to be economically feasible. All designs, design standards, construction plans and drawings for any plants, facilities, connectors or points of connection, including all supporting facilities must be reviewed by and approved by the Director of Engineering before any implementation or construction shall occur as provided herein. 2.6 Letter of Assurance and Issuance of Assigmnents of Capacity by the District. The City agrees that, at such time as the District has acquired Water Supply Service or Wastewater Service from the City up to maximum number of ESFCs allowed herein, the City shall, upon reasonable request, issue a letter of assurance that the District is entitled to the use and benefit of such capacity. The letter of assurance shall provide for the use and benefit of quantities of services up to, but not in excess of, the capacities as provided for herein necessary for the District to provide water and wastewater services up to the maximum number of ESFCs allowed herein. The District shall have the right to assign all or part of its capacity on assignment forms approved by the City for reservation of capacity to landowner(s) and developer(s) within its boundaries. At such time as a landowner or developer located within the boundaries of the District requests a building permit from the City, the City shall honor such assignments of capacity or agreements; provided, however, that the City shall have no duty to honor any assignment of capacity that in the City's sole opinion was not validly issued or which will result in capacity which exceeds the uncommitted capacity reserved by the District. Any such assignment shall be subject to the restrictions noted herein. 2.7 Design and Construction of the Facilities; Regional Improvements, The Facilities shall be constructed by or on behalf of the District at the District's sole expense and shall be designed using the City's current standard criteria. The Facilities include, but are not limited to, the installation, at the time of any development on and prior to the issuance of a certificate of occupancy or a certificate of completion for the property described in Exhibits A -4 and/or A -5 occurring south of electrical transmission lines, of a minimum 12" waterline for looped capacity, which shall be connected to the 16" waterline at Alexander Drive, /SH 146 Business HWY and shall run southwardly across the railroad property and then connect to the existing facilities as depicted in Exhibit D. It is understood and agreed that the Facilities and the Regional Improvements must be supported by an Engineering Report and approved in advance of any construction by the City in writing. Regional Improvements include, but not are limited to, the following: Phase I. Installation of the following sanitary sewer improvements: a. sanitary sewer lines from the Tract along Tri City Beach Road and Evergreen Road to the existing Evergreen Lift station at the intersection of Tri City Beach Road and Evergreen Road on or before the earlier of (i) two (2) years from the effective date of this Agreement, or (ii) the issuance of any certificate of occupancy or certificate of completion for any structure within the Lone Star Tract, the TCDC Tract or the Hazelwood Tract; b. sanitary sewer lines to route discharges from the north/south service areas of District to a manhole at the intersection of Tri City Beach Road and Evergreen Road before being discharged into Evergreen Lift station on or before the earlier of (i) two (2) years from the effective date of this Agreement or (ii) the issuance of any certificate of occupancy or certificate of completion for any structure within the Lone Star Tract, the TCDC Tract or the Hazelwood Tract; C. a lift station on the west side of Tri- Cities Beach Road north of its intersection with the railroad tracks on or before the earlier of (i) two (2) years from the effective date of this Agreement, or (ii) the issuance of any certificate of occupancy or certificate of completion for any structure within the Lone Star Tract, the TCDC Tract or the Hazelwood Tract; 2. Phase II. Installation of the following waterlines: a. installation must be completed on or before the issuance of any certificate of occupancy or certificate of completion for any structure within the District located on property north of the railroad shown on Exhibit D: (1) a 16" waterline by pipebursting the existing 12" east -west waterline from its connection with the existing 16" waterline on the west side of Alexander Drive /SEI 146 Business HWY just east of Block 12, Section 3 of Lawndell Subdivision to the existing 12" waterline on the east side of Alexander Drive /SH 146 Business HWY; (2) a 16" waterline parallel to the east right -of -way of Alexander Drive /SH 146 Business HWY from the waterline referenced in subsection 4.a(1) of this section to its intersection with the north right -of -way line State HWY 99; and (3) a 12" waterline parallel the northern right -of -way of State EIWY 99 to its intersection with Tr- Cities Beach Road, which shall be connected to the existing 12" waterline on Tr- Cities Beach Road. 3. Phase III, which must be completed on or before any development of the tracts described in Exhibit A -1(a) or A -1(b), as applicable, and depicted in green in Exhibit D: a. Prior to the City being required to provide sewer service to the 28.5456 acres described in Exhibit A -1(a) the City and the then owner /developer of all or any portion of such property shall endeavor to reach agreement on how sewer service lines and appurtenances will be extended to such land, including the sizing of such sewer facilities to serve the 28.5456 acres. Should the parties not be able to reach an agreement, the City shall make the determination on how sewer service lines and appurtenances will be extended to such land, including the sizing of such sewer facilities to the 28.5456 acres, which determination shall be binding on such owner /developer in order to receive sewer service. b. Prior to the City being required to provide water or sewer service to the 140.9042 acres described in Exhibit A -1(b) the City and the then owner /developer of all or any portion of such property shall endeavor to reach agreement on how water and sewer service lines and appurtenances will be extended to such land, including the sizing of such water and sewer facilities to serve other land in the vicinity of such property. Should the parties not be able to reach an agreement, the City shall make the determination on how water and sewer service lines and appurtenances will be extended to such land, including the sizing of such water and sewer facilities to serve other land in the vicinity of such property, which determination shall be binding on such owner /developer in order to receive water and/or sewer service. 4. Acquisition of all rights -of -way and easements necessary for the Regional Improvements and for the Facilities to connect thereto. It is expressly understood that, except for that portion of the 16" waterline necessary to serve land in the District which is not located within the boundaries of the District or on property of any of the Developers, no Regional Improvements shall be constructed in State rights -of -way, except as necessary to cross the same. The District agrees that it will provide the necessary engineering and construction for the Facilities and Regional Improvements, including, but not limited to, those depicted in Exhibit "D" and all necessary appurtenances. The Developer shall require that all engineers involved in designing the Facilities and Regional Improvements tender a Certificate of Insurance evidencing a commercial liability policy, a business automobile policy and a workers' compensation policy with the limits established hereinbelow along with an errors and omissions policy complying with the -following: • Limit: $1,000,000 for this project. • For all architects, engineers, and /or design companies. • Claims -made form is acceptable. • Coverage will be in force for three (3) years after construction of the Project is completed. Before commencing construction of the Facilities and Regional Improvements, the District must receive the written approval from the City of the plans and specifications for the Facilities and Regional Improvements. Upon written approval of the plans and specifications by the City, the District shall proceed to construct the Facilities and Regional Improvements. The City shall have the right to inspect the construction of the Facilities and Regional Improvements. Upon completion of the Facilities and Regional Improvements, the City shall inspect the same and shall note any deficiencies in the construction of the Facilities and Regional Improvements. Upon completion, the District shall convey the Facilities and Regional Improvements and any easements and rights -of -way for the Facilities and Regional Improvements to the City, subject to its acceptance which will not be unreasonably withheld, and the City shall be responsible for the operation and maintenance of the Facilities and Regional Improvements. The District shall warrant the Facilities and Regional Improvements or cause any construction contract warranty to run to the City for a period of one year after final completion of the Facilities and Regional Improvements. Before beginning construction on the Facilities and Regional Improvements, the District shall provide the City with executed copies of payment and performance bonds for such project that comply with all applicable requirements of law, specifically including the bond requirements of Texas Government Code Chapter 2253 and that name the City as an additional obligee on such bonds. Evidence of proper authority of all signing officers or representatives must be submitted. Additionally, prior to the construction of the Facilities and Regional Improvements the City shall be provided with a copy of a Certificate of Insurance reflecting that the contractor has the following minimum coverage amounts: (1) Workers' Compensation Policy • Statutory amounts required by Texas law. • Employer's Liability: $1,000,000 (2) Commercial General Liability Policy • General aggregate of $2,000,000 ■ Owners' and Contractors' Protective Liability of $1,000,000 • Products and Completed Operations of $2,000,000 • Personal and Advertising Injury of $2,000,000 • Minimum of $1,000,000 per occurrence • Coverage shall be broad form CGL coverage. • No coverage exclusions shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. (3) Automobile Liability Policy • Combined single limits of $2,000,000 • Coverage for "Any Auto." (4) Builder's Risk • Limit: 100% of insurable value, replacement cost basis • City of Baytown will be named Loss -Payee 10 All insurance certificates required in this section shall contain a provision that coverages afforded under the policies will not be canceled, suspended, voided, or reduced until at least thirty (30) days' prior written notice has been given to the City via certified mail, return receipt requested. Prior to the end of each coverage period during the term of this Agreement, a new Certificate of Insurance must be filed with the City evidencing continuation of coverage. The contractor shall also file with the City valid Certificates of Insurance covering all Subcontractors. The following are general requirements, which are applicable to all policies required in this section: (a) General Liability and Automobile Liability insurance shall be written by a carrier with an A.M. Best Rating of B+ or higher in accordance with the current Best Key Rating Guide. (b) Only Insurance Carriers licensed and admitted to do business in the State of Texas will be accepted. (c) Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis. (d) Claims -made policies will not be accepted. (e) The City, its officials, agents and employees are to be added as "Additional Insureds" to all liability policies. The coverage shall contain no special limitation on the scope of protection afforded to the City, its officials, agents and employees. (f) A waiver of subrogation in favor of the City with respect to Workers' Compensation Insurance and all liability policies must be included. (g) Upon request, certified copies of all insurance policies and /or certificates of insurance shall be furnished to the City at no cost to the City. (h) The contractor shall comply with Section 110.110 of Title 28 of the Texas Administrative Code. 2.8. Ownership by City. As the Facilities and Regional Improvements are acquired and constructed, the District shall dedicate the same to the City (except for the Detention Tract) including all warranties and interests in the land on which the Facilities and /or Regional Improvements are located as necessary for the maintenance, operation, inspection, replacement, reconstruction, and removal of the same, as determined by the City. The conveyance to the City shall be subject to the acceptance by the City after inspection by the City. The District shall not convey, and the City shall not accept, the Detention Tract. The form of the conveyance must be acceptable to the City Attorney. After acceptance of the Facilities and Regional Improvements by the City, the Developer and the District shall have no right or privilege to remove or interfere with any part or portion thereof. 2.9. Operation by the City. As construction of each phase of the Facilities and Regional Improvements (except for the Detention Tract) is completed, representatives of the City shall inspect the same and, if the City 'finds that the same has been completed in accordance with the final plans and specifications, the City will accept the same, whereupon such Facilities and Regional Improvements shall be conveyed at no cost to the City as provided in Section 2.8 and operated and maintained by the City at its sole expense as provided herein. In the event that the Facilities and Regional Improvements have not been completed in accordance with the final plans and specifications, the City will advise the District in what manner said Facilities and Regional Improvements do not comply, and the District shall immediately correct the same; whereupon the City shall again inspect the Facilities and Regional Improvements and accept the same if the defects have been corrected. During the term of this Allocation Agreement, the City will operate the Facilities and Regional Improvements and provide Water Supply Service and Wastewater Service, only to the extent necessary to satisfy the City's obligations as specified in Section 2. 1, to all users within the District without discrimination. The City shall at all times maintain the Facilities and Regional Improvements or cause the same to be maintained, in good condition and working order and will operate the same, or cause the same to be operated, in an efficient and economical manner at a reasonable cost and in accordance with sound business principles in operating and maintaining the Facilities and Regional Improvements, and the City will comply with all contractual provisions and agreements entered into by it and with all valid rules, regulations, directions or orders by any governmental, administrative or judicial body promulgating the same. Prior to the first connection to the Water System from within the District being made, the District shall enter into a contract with the homeowners' association within the District, or other entity acceptable to the City, but hereinafter referred to as "HOA." Said contract shall provide that (a) the HOA will operate and maintain the stormwater detention systems from inception at no cost to the District or the City, (b) the District will grant an easement to the HOA for said purpose, or (c) if the District will be dissolved pursuant to any applicable law, the HOA, prior to the effective date of dissolution, will accept conveyance of the sites for stormwater detention systems in fee from the District, it being understood and agreed that the City will not own, operate or maintain any stormwater detention facilities, including the Detention Tract. 2.10. Rates and Meters. The City shall bill and collect from customers of the Facilities and shall from time to time fix such rates and charges for such customers of the Facilities as the City, in its sole discretion, determines are necessary; provided that the rates and charges for services afforded by the Facilities will be equal and uniform to those charged other similar classifications of users in non - municipal utility district areas of the City. All revenues from the Facilities shall belong exclusively to the City. The City shall be responsible for providing and installing any necessary meters with the individual customers; provided applicable charges for such meters and service have been paid to the City. 12 2.11. Connection Charges. Notwithstanding any City ordinance to the contrary and except as otherwise specifically set forth herein, the City may impose a charge on the Developers, the District, and /or its customers for connection to the Facilities at a rate to be determined from time to time by the City, provided the charge is equal to the sums charged other City users for comparable connections, and the connection charges shall belong exclusively to the City. Nothing contained in this section shall relieve any of the Developers or the District from its obligation to pay connection charges, which are not paid by the District's customers. 2.12. Impact Fees. The District shall pay to the City impact fees for water supply and wastewater services. It is expressly understood and agreed that neither the Developer nor the District (i) will make a claim for a credit against impact fees otherwise due, or (ii) will request reimbursement from impact fees for any capital improvements of facility expansions, which may be identified in the City's capital improvements plan. To that end, the Developer and the District, for themselves and their successors and assigns, hereby waive any right to receive such an impact fee credit or refund pursuant to Chapter 395 of the Texas Local Government Code, Section 114 -104 of the Code of Ordinances, Baytown, Texas, and /or any other law, rule or regulation establishing such right. The impact fees required to be paid shall be the amount as adopted by the City Council for water and wastewater services. The District shall pay water and sewer impact fees to the City in accordance with Section 114 -101 of the Code of Ordinances, and as may be hereinafter amended and wastewater impact fees to the City in accordance with such section, as amended. In lieu of collecting such amounts directly from the District, the City may, at its sole discretion, seek to collect, in whole or in part, directly from the customers located inside the boundaries of the District. If the City collects from such customers, the City shall not collect such amounts from the District. However, nothing contained in this section shall relieve any of the Developers or the District from its obligation to pay the impact fees, which are not paid by the District's customers. 2.13. Default, Remedies. Any party to this Allocation Agreement that believes that another party to this Allocation Agreement has defaulted in the performance of any condition, term, or obligation owed to that party under this Allocation Agreement shall within ten (10) business days after discovery of said default, give written notice of the default to the defaulting party, specifying in detail the provision or provisions of this Allocation Agreement that have allegedly been breached, what specific action must be taken to cure or correct the default, and requesting that the City Council of the City provide the parties an opportunity to be heard in public session to discuss the default at the next scheduled city council meeting. The City Council, after review of such request, shall determine whether to provide the parties the opportunity to be heard in public session to discuss the default at the next scheduled city council meeting. Should the party receiving the notice fail to commence action to correct the default within the time determined by City Council and /or thereafter fail to diligently pursue the completion of the action to correct the default, or should City Council determine not to hear the matter, the party giving the notice of default may exercise other available remedies at law and in equity. Notwithstanding the foregoing, the parties hereto shall have all remedies provided at law and in equity with respect to this Allocation Agreement. 13 ARTICLE III. DEVELOPMENT PLAN 3.1. Development Plan. The Development Plan for the overall development of the approximately 496.7682 acres proposed to be the District is attached as Exhibit "C." The City and the Developers agree that specific approvals are required for each phase or part of the Development Plan, provided, however, that the City shall not withhold such approvals if the applicable phase or part is in conformance with the Development Plan. In addition, the parties agree as follows: (a) The Developers understand and agree that a portion of the consideration for the City to enter into this Allocation Agreement is the Developers obligation to develop their property consistent with the Development Plan. The creation of the District was predicated on the Developers' ability to develop their property in conformance with the Development Plan. The City, the Developers, and the District agree that the Developers shall develop, and the City shall allow development of, the Tract in accordance with the Development Plan; provided that the same complies with the Code of Ordinances. The current Development Plan provides for approximately 344 net acres of single family development, 30 net acres of multifamily development, and 118 net acres of commercial development; and the balance of the land shall be for recreational facilities, stormwater detention, open spaces and roadways, as shown on Exhibit "C." Any material change to the Development Plan, as determined by the City, shall be approved by the City and shall conform to the then - current City standard criteria and Code. (b) The City, the Developers, and the District recognize the City's rights and obligations to ensure that all Facilities are constructed in accordance with approved plans and specifications. The City, the Developers, and the District agree that the City shall be named as an additional beneficiary on all construction, payment, performance, and maintenance bonds and that no additional bonds shall be required of the Developers or the District. (c) The obligations provided in this Article shall be obligations solely of the applicable Developer and shall not be obligations of the District or any other party. Further, each Developer's obligations in this Article shall survive the confirmation of the District and shall exist for the term of this Allocation Agreement. Notwithstanding any other provision of this Allocation Agreement, a Developer may not assign any of its obligations under this Article to the District or any other person or entity without the prior written consent of the City. 14 ARTICLE IV. FINANCING OF FACILITIES 4.1. Authority of District to Issue Bonds. The District shall have authority to issue, sell and deliver Bonds from time to time, as deemed necessary and appropriate by the Board of Directors of the District, for the purposes, in such forms and manner and as permitted or provided by federal law, the general laws of the State of Texas and the Consent Resolution. No Bonds shall be issued by the District unless all terms and conditions of the City's Procedures for the Creation of In -City Municipal Utility Districts attached as Exhibit "B" and of the Consent Resolution have been followed. 4.2. Bonds as Obligation of District. Unless and until the City shall dissolve the District and assume the District Assets and District Obligations, the Bonds of the District, as to both principal and interest, shall be and remain obligations solely of the District and shall never be deemed or construed to be obligations or indebtedness of the City. ARTICLE V. DISTRICT TAXES 5.1. District Taxes. The District is authorized to assess, levy and collect ad valorem taxes upon all taxable properties within the District to provide for (i) the payment in full of the District's Obligations, including principal, redemption premium, if any, or interest on the Bonds and to establish and maintain any interest and sinking fund, debt service fund or reserve fund and (ii) for administration, operation, and maintenance purposes, all in accordance with applicable law. The parties agree that nothing herein shall be deemed or construed to prohibit, limit, restrict or otherwise inhibit the District's authority to levy ad valorem taxes as the Board of Directors of the District from time to time may determine to be necessary. The City and the District recognize and agree that all ad valorem tax receipts and revenues collected by the District shall become the property of the District and may be applied by the District to the payment of all or any designated portion of the principal or redemption premium, if any, or interest on the Bonds or otherwise in accordance with applicable law. 5.2. Sale or Encumbrance of Facilities. Except as expressly provided in Sections 2.8, it is acknowledged that the District may not dispose of or discontinue any portion of the Facilities. ARTICLE VI. DISSOLUTION OF THE DISTRICT 6.1. Dissolution of District Prior to Retirement of Bonded Indebtedness. The City and the District recognize that, as provided in the laws of the State of Texas and the Consent Resolution, the City has the right to abolish and dissolve the District and to acquire the District's Assets and assume the District's Obligations. Notwithstanding the foregoing, the City agrees that it will not dissolve the District until the Facilities required to serve the land in the 15 District have been completed. To discharge any remaining District's Obligations, the City may (i) if requested by the District in writing, authorize the District to sell its Bonds before or during a transition period prior to the effective date of dissolution, as established by the City, (ii) pursuant to Local Government Code Section 43.080, as amended, issue and sell bonds of the City in at least the amount necessary to discharge the District's Obligations, including those under any utility development and reimbursement agreements with developers in the District, or (iii) provide written notice to the District that the City has sufficient funds available from other sources to discharge the District's Obligations, including those under the utility development and reimbursement agreements with developers in the District. Upon dissolution of the District, the City shall acquire the District's Assets and shall assume the District's Obligations. The City further agrees that it will not dissolve the District until the developer(s), including the Developer, developing Facilities in the District shall have been reimbursed by the District to the maximum extent permitted by the rules of the Commission or the City assumes any obligation for such reimbursement of the District under such rules. 6.2.Transition upon Dissolution. In the event all required findings and procedures for the dissolution of the District have been duly, properly and finally made and satisfied by the City, and unless otherwise mutually agreed by the City and the District pursuant to then existing law, the District agrees that its officers, agents and representatives shall be directed to cooperate with the City in any and all respects reasonably necessary to facilitate the dissolution of the District and the transfer of the District's Assets to, and the assumption of the District's Obligations by, the City. ARTICLE VII. MISCELLANEOUS 7.1. City Code of Ordinances, Permits, Fees Inspections. The District understands and agrees that all City ordinances and codes, including applicable permits, fees and inspections, shall be of full force and effect within its boundaries and shall apply in the same manner as to other areas within the City's corporate limits and this Allocation Agreement shall at all times be subject to full compliance with the City Code of Ordinances. The District understands and agrees that any improvements to the Detention Tract will be done in accordance with the Development Plan and conditions related thereto and any agreement entered into between the City and the District. 72. Approvals and Consents. Approvals or consents required or permitted to be given under this Allocation Agreement shall be evidenced by an ordinance, resolution or order adopted by the governing body of the appropriate party or by a certificate executed by a person, firm or entity previously authorized to give such approval or consent on behalf of the Ply 7.3. Force Maieure. If any party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Allocation Agreement, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this Allocation Agreement, then the obligations of such party, to the extent affected by such force majeure 16 and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the party whose contractual obligations are affected thereby shall give notice and full particulars of such force majeure to the other party. Such cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure," as used herein, shall include, without limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, including acts of terrorism, orders of any kind of the government of the United States or the State of Texas or any civil or military authority other than a party to this Allocation Agreement, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, - floods, washouts, drought, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply resulting in an inability to provide water necessary for operation of the water system and sewer system, to the extent required herein, or in an inability of the City to provide Water or receive Wastewater in accordance with Section 2. 1, and any other inabilities of any party, whether similar to those enumerated or otherwise, which are not within the control of the party claiming such inability, which such party could not have avoided by the exercise of due diligence and care. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party when such settlement is unfavorable to it in the judgment of the party experiencing the difficulty. 7ALaw Governing; Venue, Authority for Actions. This Allocation Agreement shall be governed by the laws of the State of Texas and no lawsuit shall be prosecuted on this Allocation Agreement except in a court of competent jurisdiction located in Harris County. The parties hereto recognize and understand that disputes may occur or actions may be required under this Allocation Agreement and that this Allocation Agreement involves a governmental entity and, as such, there can be no delegation to a third party individual or third party entity of the duties and obligations of the parties as herein provided. 7.5 No Additional Waiver Implied. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto of any term, covenant, condition, or liability hereunder, or the performance by any party of any duty or obligation hereunder, shall be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, under any circumstances. 7.6 Addresses and Notice. Unless otherwise provided in this Allocation Agreement, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice ") herein provided or permitted to be given, made, or accepted by any party to the other (except bills), must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, or by delivering the same to such party, addressed to the party to be notified. Notice deposited in the mail in the manner herein above described shall be conclusively deemed to be effective, unless otherwise stated 17 in this Allocation Agreement, from and after the expiration of three (3) days after it is so deposited. Notice given in any such other manner shall be effective when received by the party to be notified. For the purpose of notice, addresses of the parties shall, until changed as hereinafter provided, be as follows: If to the City, to: City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 If to the Developer, to: Graham Mortgage Corporation Attn: President 3838 Oak Lawn Ave., Suite 1500 Dallas, TX 75219 Lone Star 5000 Corporation Attn: President P.O. Box 3235 Sherman, TX 75091 Texas Capital Development Corporation, Inc. Attn: President 5950 Berkshire Ln, Suite 375 Dallas, TX 75225 If to the District, to: Harris County Municipal Utility District No. 528 c/o Coats Rose Attn: Timothy Green 9 East Greenway Plaza, Suite 1100 Houston, TX 77046 The parties shall have the right from time -to -time and at any time to change their respective addresses and each shall have the right to specify any other address by at least 'fifteen (15) days' written notice to the other. 7.7 Assignability. Except as set forth below, this Allocation Agreement may not be assigned by any party except upon written consent of the other parties hereto. The Developers shall assign this Allocation Agreement to the District within ninety (90) days after the results of the election within the District at which the qualified voters vote in favor of confirmation of the creation of the District are declared. If any such election results in a vote against the confirmation of the District, Developer or the City may terminate this Allocation Agreement 18 upon thirty (30) days' written notice to the other parties. If terminated by the District, the contract shall not be terminated until it has paid the City all reasonable costs and expenses incurred by the City due to such termination. 7.8. Amendments. Except as provided in Sections 2.4 and 2.7 hereinabove and in subsections (a) and (b) of this section, this Agreement may be amended only upon the written approval of all of the parties hereto. a. Following the confirmation of the District, this Agreement may be amended upon the written consent of the District and the City, except that any amendments to Article III may only be amended upon the written consent of the City, the District and the Developer whose land is impacted by the Amendment. b. Notwithstanding subsection a of this section, following the execution of this Agreement, it may be amended upon the written consent of the District and the City to accommodate the development of additional lands and the annexation of such lands into the boundaries of the District. 7.9 Merger and Modifications. This Allocation Agreement, including the exhibits that are attached hereto and incorporated herein for all purposes, embodies the entire agreement between the parties relative to the subject matter hereof. This Allocation Agreement shall be subject to change or modification only with the written mutual consent of the parties. All agreements or parts thereof inconsistent with the terms of this Allocation Agreement are hereby repealed; provided, however, that such repeal shall be only to the extent of such inconsistency. 7.10. Reservation of Rights. All rights, powers, privileges and authority of the parties hereto not restricted or affected by the express terms and provisions hereof are reserved by the parties and, from time to time, may be exercised and enforced by the parties. 7.11. Captions. The captions of each section of this Allocation Agreement are inserted solely for convenience and shall never be given effect in construing the duties, obligations or liabilities of the parties hereto or any provisions hereof, or in ascertaining the intent of either party, with respect to the provisions hereof. 7.12. Severability. The provisions of this Allocation Agreement are severable, and if any part of this Allocation Agreement or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Allocation Agreement and the application of part of this Allocation Agreement to other persons or circumstances shall not be affected thereby. 7.13. Benefits of Contract. This Allocation Agreement is for the benefit of the City, the Developers, and the District, and shall not be construed to confer any benefit on any other person except as expressly provided for herein. 19 7.14. Term and Effect.Except as otherwise specifically set forth herein, including this section and Section 2. 1, this Allocation Agreement shall become effective on the date of execution by the City and shall remain in effect until the earlier to occur of (i) the dissolution of the District by the City, or (ii) the expiration of thirty -five (35) years from the effective date hereof. Further, this Allocation Agreement shall automatically terminate unless extended in writing by mutual agreement between City and Developers in the event that (a) the Lone Star Tract, the TCDC Tract and the Hazelwood Tract (excluding any portion thereof purchased by the City) is not annexed into the District by March 31, 2016, or (b) the District is not confirmed on or before May 7, 2016. The City may terminate this Allocation Agreement (w) in accordance with Section 2.1 hereinabove, (x) after two (2) years from its effective date if the City has not, by that date, received a properly executed copy of the assignment of the Developers obligations relating to Water Supply Service and Wastewater Service to the District in a form approved by the City, (y) after two (2) year from its effective date should Developer fail to complete the installation of the Phase I Regional Facilities, and /or (z) after three (3) years from its effective date should the Developers fail to commence any other construction of Facilities to serve the land in the District. Notice shall be given by the City in writing to the Developers and the District at least thirty (30) days prior to the termination date. 7.15. Meetinas and Notices. The District shall comply with all provisions of the Procedures for Creation of In -City Municipal Utility Districts related to District meetings and notices. IN WITNESS WHEREOF, the parties hereto have executed this Allocation Agreement in multiple copies, each of equal dignity on this day of January, 2016, the date of signature of the City Manager. ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney 20 CITY OF BAYTOWN RICHARD L. DAVIS, City Manager DEVELOPERS: GRAHAM MORTGAGE CORPORATION SCOTT A. MORRIS, Vice President LONE STAR 5000 CORPORATION JOHN C. WELLS, Vice President TEXAS CAPITAL DEVELOPMENT CORPORATION, INC. JOHN C. WELLS, Vice President "DISTRICT" HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 528 Name: Its: President, Board of Directors STATE OF TEXAS COUNTY OF Before me, , the undersigned notary public, on this day personally appeared Scott A. Morris in his capacity as Vice President of Graham Mortgage Corporation., to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2016. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on this day personally appeared John C. Wells, in his capacity as Vice President of Lone Star 5000 Corporation, to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2016. NOTARY PUBLIC IN AND FOR THE OF TEXAS STATE OF TEXAS § COUNTY OF § Before me, , the undersigned notary public, on this day personally appeared John C. Wells in his capacity as Vice President of Texas Capital Development Corporation, Inc., to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of 2016. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on this day personally appeared in his capacity as President of Harris County Municipal Utility District No. 528, to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. 2016. Given under my hand and seal of office this day of NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS R- .Karen'Tiles.ContractsIn -City Municipal Utility District Contract & OrdinanceWUD 528 Utility Functions and services Allocation Agreement 01282016.docx *Included previously omitted metes and bounds description o 1 ract STA l E OF TEXAS) COUNTY OF HARRIS) IC \II'D NO. 528 - TRACT 1) F1FI.D NOTES of a 28.5456 acre tract of land situated in the William Scott Lower league, Abstract No. 65, 1 larris County. Texas, and being out of and a part of a 1541 acre tract of laird conveyed to Ashbel Smith I and Compan) by B. W. Armstrong, et al, by Deed dated No%ember 29. 1935. and recorded in Volume 996 at Page 379 of the Deed Records ON larris County, I eras. I his 28.-)456 acre tract of land is more particularly described b+ metes and bound,, as iollm%s, to -++it: NO l L: AI.I. 131.r\RINGS ARL LANIBER I GRID 131:ARINGS AND ALL COORDINATES REFER fO H IF -I EXAS SPATE PLANE COORDINATE SYSTEM, SOUS I I CENTRAL ZONE. NAD 83. ALI. DiSTANCES ARE ACTUAL DIS J ANC'ES. SCAI E FACTOR = 0.9998389. REFERENCE IS MADF TO TI IF Pl'A 1 01 I'Vi:N DA fl: ACCOMPANYING I'll IIS i�ll:'I -'TES AND I3ULJ \DS DESCRIP LION. BEGINNING at a I inch iron rod, with cap, set at the intersection of the Northwest right- of'-%%a+ line of State i ligimay No. 146 (200 I'm wide right - of =++ay) with the East right - oi =+ +ay of the Missouri Pacific Railroad (Parcel No. 1 containing 3.66104 acres conveyed by Ashbel Smith Land Company to Missouri Pacific Railroad Company by Deed dated January 9, 1967 and recorded in Volume 66.14 at Page 486 of the Deed Records of Harris County, 1 exas). Said point being the Southwest corner and POINT OF BEGINNING of` this tract and Im ing a State Plane Coordinate Value of'N -- 13,831,254.86 and E= 3,248,223.73. I'I II ".NC'I -: North 24 15'03" Nest along tite Southernmost West line of this tract and the I•ast right- of -%+aN line of said Missouri Pacific Railroad fora distance of 540.66 feet to a inch iron. with cap. set for the i3FGINNiNG PO1N'1" of a curve to the right, concave I aslerl+ I I If \C'I \101141 and around said cure to the right. in a \orilmesterly direction, along the Southernmost West line ofthis tract and the 1 ?ast right -of- -way line of said Missouri Pacific Railroad. said curve haying a central angle ot'06 °37'49 ". a radius of 1065.93 feet. and a chord bearing and distance of North 20 °5607" West 123.28 feet, for an arc length of 123.35 feet to a fence corner post round for an interior corner of this tract and an exterior corner ol'said Missouri Paci fie Railroad. THENCE': South 71'27'32" West along the Westernmost South line of this tract and an exterior line of said Missouri Pacific Railroad for a distance of 30.00 feet to a fence corner post Cound for an exterior corner of this tract and an interior corner of said Missouri Pacific Railroad-, said point being the BEGINNING POINT of a curve to the right. concave f asterl). EXHIBIT a l> PAGE 2 — 28.5456 ACRES, TRACT 1. THENCE: Along and around said curve to the right, in a Northerly direction, along the Northernmost West line of this tract and the East right -of -way line of said Missouri Pacific Railroad, said curve having a central angle of 17 °22'22 ", a radius of 1095.93 feet, and a chord bearing of North 08 °57'32" West 331.03 feet, for an arc length of 332.30 feet to a'' /z inch iron rod, with cap, set for the TERMINATION POINT of said curve. THENCE: North 00 °22'43" West along the Northernmost West line of this tract and the East right -of -way line of said Missouri Pacific Railroad for a distance of 164.82 feet to a fence corner post found at the intersection of said line with the South right -of -way line of Alexander Drive (120 feet wide right -of -way) for the Northwest corner of this tract. THENCE: South 88 °36'31" Cast along the South right -of -way line of South Alexander Drive and the North line of this tract for a distance of 742.80 feet to a concrete right -of- way monument found for an angle point in said line. THENCE: South 88 °51'51" East along the South right- of-way line of South Alexander Drive and the North line of this tract for a distance of 648.31 feet to a concrete right -of- way monument found for the BEGINNING POINT of a curve to the right, concave Southerly. THENCE: Along and around said curve to the right, along the North line of this tract and the South right -of -way line of said South Alexander Drive, in an Easterly direction, said curve having a central angle of 07 °23'27 ", a radius of 2804.76 feet, and a chord bearing and distance of South 84 °50' 16" East 361.55 feet, for an arc length of 361.80 feet to a %: inch iron rod, with cap, set for the Northeast corner of this tract at the intersection of the South right -of -way line of South Alexander Drive with a West right -of -way line of State Highway No. 146. THENCE: South 18 °20'49" East along the East line of this tract and a West right -of -way line of said State Highway No. 146, for a distance of 156.45 feet to a'' /z inch iron rod, with cap, set for the Southeast corner of this tract and an interior comer of said State Highway No. 146 right -of -way. Said point being in a curve to the right, concave Northerly. THENCE: Along and around said curve to the right, in a Westerly direction, along the South line of this tract and the North right -of -way line of said State Highway No. 146, said curve having a central angle of 07° 12'01 ", a chord bearing and distance of South 48 °00'47" West 476.69 feet, for an arc length of 477.00 feet to a %z inch iron rod, with cap, set for the TERMINATION POINT of said curve. THENCE: South 59 °19'20" West along the South line of this tract and the North right - of -way line of said State Highway No. 146 for a distance of 478.02 feet to a % inch iron rod, with cap, set for an angle point in said line. PAGE 3 — 28.5456 ACRES, TRACT 1. THENCE: South 65'20'11 " West along the South line of this tract and the North right - of -way line of said State Highway No. 146 for a distance of 756.46 feet to the PLACE OF BEGINNING and containing within these boundaries 28.5456 acres of land. SURVEYOR'S CERTIFICATE 1, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an actual survey made on the ground, under my supervision, during April and May of 2005 and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 9`h day of May, A. D., 2005. Juliene Ramsey Registered Professional Land Surveyor No. 4379 144427.28.5456ac.Tract l .fdn.doc Hutchison & Associates, Inc. 1209 Decker Drive, Suite 100 Baytown, TX 77520 Engineering Firm #17-267 Surveying Firm #100293 -00 ,7-1(h) STATL OF TEXAS) COUNTY OF I IARRIS) I IC MUD NO. 528 - TRACT 2) FIELD NOTES ofa 180.9042 acre tract of land (net acreage of 140.9042 acres) situated in the William Scott Lower League, Abstract No. 65, Harris County, Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, b} Deed dated November 29, 1935. and recorded in Volume 996 at Page 379 of the Decd Records of I farris County, Texas. This 180.9042 acre tract of land is more particularly described by metes and bounds as follows, to -wit: NOTE': ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER] 0 TI IE TEXAS STA'L'E PLANE COORDINATE SYSTEM, SOUTI I CENTRAL ZONE, NAD 8;. At.I, DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR = 0 9998389. RFIT'RENC'F. IS MADE: TO THE PLAT OF EVEN DATE ACCOMPANYING 1 I IIS N11. II S AND BOt!NDS DF.SCRIPI ION. CONINILNCING at a 2 inch iron pipe for the Northeast corner ofa 1.5116 acre tract of land called Tract 2 cony eyed to Jack A. I toward, et al, by Robert O. Busch, et al, by Decd dated March 15, 1978, and recorded at County Clerk's file No. F530458 of the Official Public Records of Real Property of I larris County, Texas, and in the South right -of -way line of State Highway No. 146, 200 foot wide right -of -way. Said COMMENCING POINT has a State Plane Coordinate Value of N= 13,830,522.01 and E= 3,247,084.46. TI IENCL South 16 °07'47" West along the East line of said 1.5116 acres for a distance of 677.44 feet to a 2 -1 2 inch metal post for the Northwest comer and POINT OF BFGiNNENG of this tract. Tl I1-NC. L•• South 89- 15'51" Last along the North line of this tract f i r a distance o f t 329.80 feet to a point for the Northeast corner of this tract. I I (I;NCI-.: South 00 44'09" West along the Last line ofthis tract for a distance of 2982.46 feet to a point for an angle point in said East line. THENCE: South 19 °20'00" West along the East line of this tract for a distance of 1000.68 feet to a point for an angle point in said East line. 1'HLNCL-' South 31 08'04" West along the East line of this tract for a distance of 908.34 fact to a point in the North right- of -waN line of Evergreen Road (60 feet wide right -of -way) for the tioutheast corner of'this tract THENCE: North 58 1251'56" West along the Easternmost South line of this tract and the North right -of -way line of Evergreen Road for a distance of 409.49 feet to a'' /s inch iron rod, with cap, for the BEGINNING PONT of a curve to the right, concave Northeast. THENCE: Along and around said curve, in a Northwesterly direction, with the Easternmost South line of this tract of land and the Northeast right -of -way line of Evergreen Road, said curve having a central angle of 15 °59'48 ", a radius of 789.20 feet, and a chord bearing and distance of North 50 °50'40" West 219.63 feet, for an are length of 220.34 feet to a %: inch iron rod for the TERMINATION POINT of said curve. THENCE: North 42 °52' l6" West along the Easternmost South line of this tract of land and the Northeast right -of -way line of Evergreen Road for a distance of 685.33 feet to a'' /s inch iron rod for the BEGINNING POINT of a curve to the left, concave Southwest. THENCE: Along and around said curve to the left, in a Northerly direction, with the Easternmost South line of this tract of land and the Northeast right -of -way line of Evergreen Road, said curve having a central angle of 03 °08'33 ", a radius of 6814.28 feet, and a chord bearing and distancc of North 44 127'42" West 373.68 feet, for an arc length of 373.73 feet, to a' /, inch iron rod for the TERMINATION POINT of said curvc. THENCE: North 46 °00'58" West along the Easternmost South line of this tract of land and the Northeast right-of-way line of Evergreen Road for a distance of 531.26 feet to a %z inch iron rod, with cap, for the Southernmost Southwest corner of this tract of land and the Southeast comer of an 80 acre tract of land conveyed to Bill W. Nance by Alvie Wright Nance, by Deed dated October 22, 1996, and recorded under County Clerk's File No. S210455 of the Official Public Records of Real Property of I iarris County, Texas. THENCE: North 50"36'12" East along the Southernmost West line of this tract of land and the East line of said 80 acre tract of land, and at 2.37 feet pass a 4 inch pipe fence comer post, continuing along said line and a barb wire fence a total distance of 536.04 feet to a 2 inch iron pipe for an interior comer of this tract of land and an angle comer of said 80 acre tract of land. THENCE: North 54 °45' 13" West along the Westernmost South line of this tract and an exterior Iine of said 80 acre tract, and along a barb wire fence, for a distance of 293.16 feet to a'' /: inch iron rod, with cap, for the Westernmost Southwest corner of this tract. THENCE: In a Northerly direction along the Northernmost West line of this tract of land and the East line of said 80 acre tract of land, and a barb wire fence line the following courses and distances: North 16 °15'01" East for a distance of 1171.99 feet to a 2 inch iron pipe; North 43" 1 F] 7" East for a distance of 341.17 feet to a 2 inch iron pipe; North 18 000'45" East for a distance of 481.29 feet to a %: inch iron rod, with cap; North 15 °59'25" East for a distance of 927.59 feet to the PLACE OF BEGINNING and containing within these boundaries 180.9042 acres of land. SAVE AND EXCEPT, the following tract: Being 40.0 acres in the William Scott Lower League, A -65, Harris County, Texas and being out of a called 35.2543 acre tract described as Tract One and a called 145.0439 acre tract described as Tract Two in that certain Trustee's Deed (By Substitute Trustee) dated May 05, 2009 from Chris Norris, Substitute Trustee to Graham Mortgage Corporation as recorded under Harris County Clerk's rile No. 20090189189-, said 40.0 acres being more particularly described as follows: BEGINNING at a 4 inch iron pipe found on the northeast right -of -way line of Evergreen Road, 60 feet wide, for a south corner of a called 80 acre tract described in that certain Warranty Deed dated October 22, 1996 from Alvie Wright Nance to Bill W. Nance as recorded under Hams County Clerk's File No. S210455 and the west corner of said called 35.2543 acre tract; said iron pipe having a Texas Plane Coordinate of X= 3,277,357.1 and Y= 703,195.0, South Central Zone (NAD 27); THENCE, N 50 039'21 " E, along a common line between said called 80 acre tract and said called 35.2543 acre tract, a distance of 535.21 feet to a 2 inch iron pipe found on the southwest line of said called 145.0439 acre tract for the north corner of said called 35.2543 acre tract and an east corner of said called 80 acre tract; THENCE, N 54 025'55" W, along the common line between said called 145.0439 acre tract and said called 80 acre tract, a distance of 293.61 feet to a 2 inch iron pipe found for an inner comer of said called 80 acre tract and a west comer of said called 145.0439 acre tract; THENCE, N 16011'08" E, along the common line between said called 80 acre tract and said called 145.0439 acre tract, a distance of 850.00 feet to a 518 inch iron rod with a yellow plastic cap set on said common line; THENCE, S 74 °31'22" E, across said called 145.0439 acre tract, a distance of 1172.73 feet to a 5/8 inch iron rod with a yellow plastic cap set for corner; THENCE, S 22 020'32" W, across said called 145.0439 acre tract and said called 35.2543 acre tract, a distance of 1962.26 feet to a 5/8 inch iron rod with a yellow plastic cap set on the northeast right -of -way line of said Evergreen Road; THENCE, N 43 004'24" W, along said northeast right -of -way line, a distance of 224.66 feet to a 1/2 inch iron rod found for the beginning of a non - tangent curve to the left; THENCE, Northwesterly, continuing along said northeast right -of -way line along said curve with a central angle of 03 108'42 ", a radius of 6814.28 feet, a chord which bears N 44 °2533" W, a distance of 373.98 feet, for an arc distance of 374.03 feet to a 1/2 inch iron rod found for the end of said curve; THENCE, N 45 °49'15" W, continuing along said northeast right -of -way line, a distance of 531.35 feet to the POINT OF BEGINNING and containing 40.0 acres. 4 f} -Z. STATE OF TEXAS) COUNTY OF HARRIS) TRACT 7) FIELD NOTES of a 27.8347 acre tract of land situated in the William Scott Lower league, Abstract No. 65, Harris County, Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, by Deed dated November 29, 1935, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas. This 27.8347 acre tract of land is more particularly described by metes and bounds as follows, to -wit: NO FE: ALL BEARINGS ARE LAMBERT GRID BEARNGS AND ALL COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL DISTANCFS. SCALE FACTOR — 0.9998389. REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYIING THIS METES AND BOUNDS DFSCRIPTION. BEGINNING at a concrete right -of -way monument found at the intersection of the North right -of -way line of Spur 55 (right -of -way width varies) and the East right -of -way line of State Highway 146 (right -of -way width varies). Said point being Westernmost Southwest corner and POINT OF BEGINNING of this tract and having a State Plane Coordinate Value of N= 13,832,328.10 and E= 3,250,340.20. Said point being in a curve to the left, concave Westerly. THENCE: Along and around said curve to the left, in a Northerly direction, along the Nest line of this tract and the East right -of -way line of said State Highway No. 146, said curve having a central angle of 15'57'18", a radius of 1629.82 feet, and a chord bearing and distance of North 23 °06'38" East 452.39 feet, for an arc length of 453.85 feet to a conerete right -of -way monument found for the TERMINATION POINT of said carve. TI IENCE: North 10 °06'20" East along the West line of this tract and the East right -of- way line of said State Highway No. 146, for a distance of 97.12 feet to a %z inch iron rod, with cap, set for the Northwest comer of this tract and the Southwest comer of that certain 33.00 acre tract of land conveyed by Ashbel Smith Management Company, et al, to Goose Creek Consolidated Independent School District by Deed dated June 5, 1991 and recorded under County Clerk's File No. NI74232 of the Official Public Records of Real Property of Harris County, Texas. THENCE: South 73'11'36" East along the North line of this tract and the South line of said 33.00 acre tract for a distance of 1795.57 feet to a'' /s inch iron rod, with cap, set to the West right -of -way line of Tri- Citics Beach Road (80 feet wide right -of -way) for the Southeast comer of =aid 33.00 acres and the Northeast comer of this tract. t, PAGE 2 — 27.8347 ACRES, TRACT 7. THENCE: South 08 °04'39" East along the Northernmost East line of this tract and the West right -of -way line of said Tri- Cities Beach Road for a distance of 572.67 feet to a %: inch iron rod, with cap, set for the Easternmost Southeast comer of this tract at the intersection of the West right -of -way line of Tri - Cities Beach Road with the North right - of -way line of said Spur 55. THENCE: South 49 °20'06" West along the Southernmost East line of this tract and the North right -of -way line of said Spur 55 for a distance of 104.30 feet to '% inch iron rod, with cap, set for the Southemmost Southeast corner of this tract and an angle point in the North right -of -way line of said Spur 55. THENCE: North 73° 15'09" West along the South line of this tract and the North right - of -way line of said Spur 55 for a distance of 11836 feet to a A inch iron rod, with cap, set for an angle point in said line. THENCE: North 74 °30'59" West along the South line of this tract and the North right - of -way line of said Spur 55 for a distance of 1813.52 feet to a K inch iron rod, with cap, set for the Southernmost Southwest comer of this tract and an angle point in the North right -of -way line of said Spur 55. THENCE: North 23 925'09" West along the Southernmost West Iine of this tract and the North right -of -way line of said Spur 55 for a distance of 135.34 feet to the PLACE OF BEGINNING and containing within these boundaries 27.8347 acres of land. SURVEYOR'S CERTIFICATE 4 Julien Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an actual survey made on the ground, under my supervision, during April and May of 2005 and that all lines, boundaries and landmarks are accurately described therein. W IT NESS my hand and seal at Baytown, Texas, this the 9`b day of May, A. D., 2005. tJuliene Ramsey 1 Registered Professional Land Surveyor No. 4379 .l 05- 2696B.27.8347ac.Tract7.fdn.doc ��R `•i;CCt Y;;q�� 1. I- r- s m \J .l ti 1 S : b _W Vdltlk�) Tlti C'f71::� .l1kA�:ll h co / 4c \1C ,n � rj �1•�rJ n.>}� �. 411 O h W F 4 8t: Q to N i AISAX 6 �N I� i5 1.1 �1'!. ,ts lI �i f ;Ilt;�� -IiI Y 1li I ' I I. f �jl �I :I i ii ji J�oll �coflt —� ZXl1IB1T "An FIELD NO'I'SE of u 89.6754 ncro front of Inna sltuatod In 1110 WYLIJAM SCO'1-r LOWER LMGUI; AiismAC1' N0.65, flARltIS County, Toms, and being out ofnsld a port of n 1541 ncro tract of bald cunvoyoal to Ashhot Smith Land Company by a.W..lrmatrong, ct ill. by Dead dalod NovomharZ9.1935, mid recorded fn Valuing 996 al Pogo 319 of rho Decd Records OfH UUUS County, Tons. This 89.6754 ncro tract ollnud Is more pnrlleularly dwerlbod by ntelou and bounds as follows, to -tivlt: NOTR: ALL.ABARINCS ARE LABOERT GRID DEAIMIGS AND ALL COORDINAnS ItJMIt TO TB E TUYA.S STATIC PLANI3 COORDINATId SXS 7mI SOU'rH C14M AL ZONE, NAD 83, ALL, DISTANCES AIM ACTUAL DISTANCES. WALT; VACTOR EQUALS 0.9998389. BEGINNING nt It 2 Inch fruit pipe found of the lntorsocllon of tine Suulitonst right -of- -pay fill o ol'Stnfo highway, No, 1916 (2M foot wldo right -of -wny) and file North rlghbot wgy.liuo Of Iho Mlssoalli Pnel(lc Railrund 11.16548 ooro tract 060 feet wido right -of -pay width lit this point), Sold 11.56848 acrot being 1111113`111110 land (Pal -all No. 2) co&voyod by Ashhol Smith loud tOmpeny to Missouri Paclgo Millroad Conpnnylry bead dated January 9, 1967 and rocordod Ito Yohumo 6644 tit Page 456 of rho Dead Rocords of HARRIS County, Texas. Sold point being the Southwest conlor and POINT OF URUINNINO of fhls tract and having n Santo Plano Coordlnnto Vnfuo ofN equals 13,831,072.a6 and E Ognale 3,248,30S.,17i TITENCEt North 65 dogroes 43 ntluufos 08 socandsLrnsl along the West tiro oftilis tract anti llto Soutttonst t•igltt -of -wny tlno of sold S(alO lrigiuvny No. (46 for s distance 01141110 tout to a unnereto right -of wity ntemmiont round foraa angioholnt bt sold final 171ENCII: Norllt 62 dogrors 02 suluutes 23 seconds East along Iho West line crib Is tract and the Southend rlgbl -of -way Una of said Sims Highway No, 1,16 for n dlsfanoo 01503-56 real to n concrete right- of -%imy monument found IhoDEGINNiNG POINT Ora cove to Ilse loft, concave Northweslorly{ TIll?NCE: Along np� rrosmt) sntd_ourve 10 tho.IoR, bt uNarthontrtoc(14 dlrooliou, along 0ae— - -- -- • - -- West 1nac of thl+ tract and the Sonthonsl right -of -way Ifno ofsnld Santo Highway No. 146, snid carve hnvbtg n eoulral mtglo of 15 dogrote l0 auintatw 22 soo0ads, a rndiuu of 1629,82 foot and n chard I:anring and distance of North 50 degrees 52 inlaoter 59 seconds East 430.34 (cot, for ma ore length of 431.60 foot to u 44 inch Iron rod, pith cap, sot for the TERMINATION POINT of said curve nt the 11101184111011 of OuoSouthonst right- or-way, Ono orStnto I(irlimy 1`10.146 mad 11108uulh right of )vny line orSpur 35 (right-of-way width rnries). Said 110113 1 WWII the Noriftwost cent or of tills tract; TITE,NCFs North 76 dogivos 31 anInutu r 08 aoconds EWA along the North Zino of thls troot gad tiro South rlght-of-wny Una of snid Spar 556 for it dlslnnce gt201.3.5 foci to s % tngh Iron rod, with cop, not for nit angle Pahl[ In said final '1'I ICL+t South 72 dogroos 00 minutes 44 seconds Fast along the North Ifno of this treat o I'd 1110 Sualth 1`19111- or -svny Una of stdd Spur 55, for a dlstatnou of 1847.92 foot to a Y. inch Iron rod, wllh cups sot for an nngla pulnt In sold lino{ 7111LNCEt South 73 degrees 15 mtnules 09 sooeuds East along the North line of this tract and 010 South right or -wny iluo ofsnld Spur $5, for a Mango of 210.88 foot to a % inch Iron roll, will& onp, not for nu nuglo point fu sold lluq 111UNCLOt South 40 dogrots 39 minutes Sd soeoads Lust afotg the North lino of tills tract nand t110 South right -of -stay lino ofsuld Spur 55, for a distance of163,16 toot to a K inch Iran roll, will& 91111, sal at Ilia luterscctlou ofsnld Ifno will, the West right-of-way, IIna ofTrl- MUNI Beach Rood (80 fact tridu right-of-MY) for the Northeast eornor or thls tr acil TMLNCEI Scutt 08 tlograw 04 minutes 39 seconds Enst along the East lino of tills heat and the Wostrlgh"f way Use ofsald Tri -Ctlhs Beach Road for n diztanoo of 727.23 toot to n' /, Inch Iron rud, with cap, sot at the lntorsoctton of Bald llue with The North rlghtwof- -way duo of anld Missouri PneUtc RnUrond right -of- voy 000 fool wide right- of -wny of this point) for the 9uuthonst corner of this tract, T1i Clot North 87 dogtaa S8 mhtutas 03 seconds Well along the South Ono of this tract nod the North rlght•o[ way Ihuo of sold Mtseoarl Pacific Radroad for a dlaTanao 013266.56 foot to n [once corner post found for an Interior tumor of said Mingurl Pacific Radrand and no extorter comer of this tractl TEMNCBt Nordi 02 dogrocs 01 minutos 57 swands Root along an intorlor lino of this traol and nn exterior line of snid MbsoarlPacltlo Railroad ter a disinnoo of 30.00 fact to a lonco corner post found hr no fatmior comer of this tract and an exterior coanor otaaid Missouri PnoWo Rnflrundl THBNCE4 North 87 dogrocs 58 minutes 09 socatds Wool along the South lino of huts tract and the North rlgbt -ot way line of said Missouri PaolOc Railroad for a distance of 496.04 to a y Inch Iron rod found for tho BEGINNING POINT of n curve to the right sononve Northerlyl THRNCM Along and around snid curve to the right, In it Northwesterly dh•oodon, along the South line of this tract and tho North rJght•o[ way dao of Gold Mlssolai Pnoifio Rfdhvnd, snid carve having a control angle of 63 dogma 05 minutes 42 asoonde, a radius of 492.96 foot and a chord bonring and destonoo olNorth 56 degrees 26 mtautos 39 eccontls Wort 315.84 foot, for an Pro length o1542.86 foot to the PLACE OYBEGIDRKUM AND CONTAINING within those bouudnrla 89.6754 sores of land. NOT81 The Compnoy does not represent that the above sarongs or square footage eniculallom Pro correct. _ -- -•• - -- _ LE INH ;I io,,�� t ,c T Ii ( � 4 / . e..irn c Vu 4-39* VT 6-4 Ir • OltV1, Ii i Escro%% Hle No.: 14006313 1/ Tract 1: EXHIBIT "A" A 192.9755 acre tract of land out of the Wi:llam Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and d parL of a 1541 acre tv :1vt s)f land conveyed to Ashbel Snith Land CoMp -ny by L'. W. Ar..,L•rory, -"-L 11, by deed dated November 29, 1935, and recorded in 7olume 99,, at page 379 of the Decd Records of Harris County, Texas; such 192.9755 acre tract of land being more particularly described by metes and bounds as follows, to -wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER To THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 9300A OF THE REVISED CIVIL STATUTES OF THE STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. REFERENCE IS KADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND HOUNDS DESCRIPTION. BEGINNING at a 112 inch iron rod set for the East corner of this tract of land at the intercuc --ion of the Northwest right of way line of Evergreen Road, 60 foot right of way, and the Ilost right of way line: of Tri City Beurh Road, So foot right of way. This corner has a State Plane Coordinate Value of Y - 704,759.64 and X - 3,284,462.24. THENCE South 48 dog 04 min 31 sec West with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a di:;tanue of 848.77 feet to a 1/2 inch iron set !or a corner of this tract and the East corner of a 27.7906 acre tract of land surveyed this day; THENCE in a Northwester:y and Southwesterly direction with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land the following courses and distances: North 41 dog 55 min 29 sec Wast 201.80 fast to 1/2 inch iron rod; North 4U dug 04 min 31 sac East 120.00 feet to 1/2 inch iron rod; North 41 dog 55 min 29 sac West 286.29 feet to 1/2 inch iron rod; Page I of 4 � 0j Escrow File No.: 14006313 Tract I: EXHIBIT "A" North 84 deg 16 min 36 sec West 462.80 feat to 1/2 inch iron rod; North 75 deg 27 min 28 sec West 295.17 feet to 1/2 inch iron rod; South 37 deg 19 min 03 sea West 281.60 feet to 1/2 inch iron rod; South 42 deg 43 min 37 sec West 685.70 feet to 1/2 inch iron ` rod; South 11 deg 49 min 04 sec west 856.72 feet to 1/2 inch iron rod; and South 81 deg 35 min 42 sec East 121.66 feet to 1/2 inch iron rod set for a corner of this tract and the most Southern South corner of said 27.7906 acre tract on a nontangent curve to the left concave Northeast; THENCE with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land and said curve to the left having a central angle of So deg 21 min 20 sec, a radius of 231.79 feet, a length of 203.71 feat and a chord bearing and distance of South 16 deg 44 min 49 see East 197.22 feet to a 1/2 inch iron rod for the point of tangency of this curve and a corner of this tract and a corner of said 27.7906 acre tract of land] THENCE South 41 deg 55 min 29 see East with the Southeast line of this tract and the Northwest line of said 27.7906 more tract of land a distance of 172.54 feet to a 1/2 inch iron rod sat for a corner of this tract and a corner of said 27.7906 acre tract of land in the Northwest right of way line of Evergreen Road; THENCE South 48 deg 04 min 31 sec Nest with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a distance of 1604.55 feet to a 1/2 iron rod set for the South corner of this tract of land; THENCE North 41 deg 46 min 15 sec West with the Southwest line of this tract of land a distance of 387.84 feat to a 5/8 inch iron rod not for the Southwest corner of this tract of land; THENCE in a Northwesterly direction with the West line of this tract of land the following courses and distancesc North 28 deg 22 min 4o sec East 857.91 feat a 3/4 inch iron rod; North 03 deg 03 min 30 sec East 360.18 feet a 3/4 inch iron Page 2 of 4 Escrow File No.: 14006313 Tract I: EXHIBIT "A" rod; North 08 deg 25 min 45 sea West 760.82 feat a 5/8 inch iron rods North 12 deg 12 min 35 coo East 598.86 feat a 5/8 inch iron rod; North 55 deg 20 min 10 sac East 924.01 feat a 5/8 inch iron rod; North 30 deg 58 min 30 sea West 577.16 feet a S/8 inch iron rod, North 14 deg 37 min 06 sec East 799.25 foot a 9/8 inch iron rod; and North 04 deg 17 min 47 sec West 832.62 feet a 3/4 inch iron rod set for the Northwest corner of this tract of land in the South line of the Missouri Pacific Railroad Company l00 foot right of way being a tract of land containing 11.56848 acres called Parcel No. 2 in a deed from Ashbel Smith Land Company to Missouri Pacific Railroad Company dated January 9, 1967, and recorded at County Clark's Pile Number C443456 of the official Public Records of Real Property of Harris county, Texas; THENCE South 87 dog 58 min 50 sec East with the North line of this tract and the South line of the Railroad right of way a distance of 2199.80 feel' to a 3/4 inch iron rod set for the Northeast corner of this tract of land in the West right of way line of Tri City Beach Road; THENCE South 08 dog 13 min 35 sea East with the East line of this tract and the West right of way line of Tri City Beach Road a distance of 1694.41 feet to an iron rod found for the Southeast corner of this tract of land and the Northeast corner of a 4.0727 acre tract of land conveyed to Houston Lighting and Power Company by Ashbel Smith Land Company by dead dated April 27, 1967, and recorded in Volume 6770 at Page 168 of the Dead Records of Harris County, Texas; THENCE South 81 deg 49 min 30 sac West with the South line of this tract and the North line of said 4.0727 acre Bract of land a distance of 350.00 feet to an iron rod found for an interior corner of this tract of land and the Northwest corner of said 4.0721 acre tract of land; THENCE South 08 deg 30 min 50 sea East with the East line of this tract and the West line of said 4.0727 acre tract of land a Page 3 of 4 Escrow File No.: 14006313 Tract I: EXHIBIT "A" distance of 450.00 feet to an iron rod found for an interior corner of this tract of land and the southwest corner of said 4.0727 acre tract of land in the North line of a Houston Lighting and Power company Easement described as Second Tract in an instrument recorded in Volume 7720 at Page 236 of the Deed Records of Harris County, Texas; THENCE South so deg 12 min 40 sec East with the North line of this tract, the North line of said Easement and the south line of said 4.0727 acre tract of land a distance of 367.95 feet to a 1/2 inch Iron rod found for a corner of this tract of land and the Southeast corner of said 4.0727 acre tract of land in the West right of way line of Tri City Beach Road; and THENCE South 06 deg 10 min 50 aec East with the East line of this tract of land and the West right of way line of Tri City Beach Road a distance of 94.35 feet to the PLACE OF BEGINNING, containing within said boundaries 192.9755 acres of land. SAVE AND EXCEPT the portions of said 1929755 acre tract conveyed in the deeds filed under Harris County Clerk's File No(s). T147876 and T767071. Page 4 of 4 Escrow File No.: 14006313 Tract H: EXHIBrr "A" A 12.7608 acre tract of land out of the William Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by S. W. Armstrong, at al, by deed dated November 29, 1975, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas; such 12.7608 acre tract of land being more particularly described by metes and bounds as folloes, to -wits NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. CQW1ENCIHG at a 112 inch iron rod set for the Bast corner of a 192.9755 acre tract of land surveyed this day at the intersection of the Northwast right of way line of Evergreen Road, 60 foot right of way and the Nest right of way line of Tri City Beach Road, So foot right of way. This corner has a Stato Plane Coordinate Value of Y a 704,759.64 and X = 3,284,462.24. THENCE South 48 deg 04 min 31 coo West with the Southeast line of said 292.9755 tract and the Northwest right of way line of Evergreen Road, at 848.77 feet to a 1/2 inch set for a corner of said 192.9755 acre tract and the East corner of a 27.7906 acre tract of land surveyed this day, in all a total distance of 908.77 Page 1 of 2 Escrow File No.: 14006313 Tract 11: EXHIBIT "A" feet to a 1/2 inch iron rod set for the East corner of this tract Of land and a south corner of said 27.7906 acre and the POINT OF BEGINNING of this tract of land. This corner has a State Plane coordinate value of Y n 704,152.51 and X m 3,283,786.16; THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract of land and the Northwest right of way line of Evergreen Road a distance of 1885.75 feet to a 112 inch iron rod set for the South corner of this tract of land and an East corner of said 27.7906 acre tract of land; THENCE North 41 deg 55 min 29 sec West with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land a distance of 172.54 feet to a 1/2 inch iron rod set for a corner of this tract of land and the point of curvature of a curve to the right concave Northeast; THENCE in a Northwesterly direction with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land and said curve to the right having a central angle of 53 deg 44 min 33 sac, a radius of 171.79 feet, a length of 161.13 feet and a chord bearing and distance of North 15 deg 03 min 13 sec West 155.29 feet to a 2/2 inch iron rod set for a corner of this tract, a corner of said 27.7906 acre tract and the poln= of tangency of said curve; THENCE North 11 deg 49 min 21 sec East with the Southwest line of this tract of land and the Northeast line of said 27.7906 acre tract of land a distance of 12.03 feet to a 1/2 inch iron rod set for the West corner of this tract of land and a corner of said 27.7906 acre tract of land; THENCE North 45 deg 14 min 45 sec East with the Northwest line of this tract and the Southeast line of said 27.7906 acre tract of land a distance of 936.42 feet to a 1/2 inch iron rod set for a corner of this tract of land and a corner of said 27.7906 acre tract of landl THENCE North 63 deg 17 min 5o sec East with the Northwest Line of this tract and the southeast line of said 27.7906 acre tract of land a distance of 900.16 feet to a 1/2 inch iron rod set for the North corner of this tract of land and a corner of said 27.7906 acre tract of land; and THENCE South 41 deg 55 min 29 sac East with the Northeast line of this tract and a Southwest line of said 27.7906 acre tract of land a distance of 128.16 fast to the PLACE OF BEGINNING, containing within said boundaries 12.7608 acres of land. SAVE AND EXCEPT the portions of said 12.7608 acre tract conveyed In the deed filed under Harris County Clerk's File No. T147876. Page 2 of 2 Escrow File No.: 14006313 Tract III: EXHIBIT "A" A 4.072 -acre trod In the Witham Scott Lower League, Abstract 85, In Harris County. Texas, being the same property described In a deed from Ashbel Smith Land Company to Houslcn Lighting 8 Power Company, dated April 27, 1967, and recorded In Volume 8770, Page 168 of the Deed Records of Harris County, Texas. All bearings herein stated are based on the east gnu of said 4.072 -acre tract as described In Volume 6770, Page 168 of said Deed Records. Said 4.072 -acre tract Is described as follows: BEGINNING at a 3144nah iron rod set and recovered for the southeast comer of said 4.072 -acre trod. same being a corner (called 1/2 -Inch Iron rod) of a 192.9766 -acre tract described as Tract No. 1 In an instrument recorded In the Official Public Records of Real Property of Harris County, Texas, under File 8462484 and Film Code 604 -37- 3520, and the point of Intersection of the west line of Trl -City Beach Road (a/Wa E. Texas Avenue Extension) with the northerly Una of a 10.141 -awe tract described In Volume 7720, Page 236 of said Deed Records; THENCE, N. 80' 12' W' W., a distance of 367.92 feet, along the south Una said 4.072 - acre tract, some being a north line of sold 10.141 -acre tract and said 182.9756 4we tract, to a 3/4 -Inch Iron rod (called Iron rod) found for an Interior comer of sold 192-9755 -acre tract, same being the southwest comer of said 4.072 -awe !real; THENCE, N. 08' NY WK, a distance of 450.04 foal, along the westerly One of sold 4.072 -sere tract, some being an easterly line of said 192.9765 -acre tract, to the northwest comer of said 4.072 -acre tract, same being an Interior comer of saw 192.9755 -acre tract, from which a round 3/44mh Iron rod (called Iron rod) bears S. 38' 13139' E., 0.35 feet; THENCE, N. 81' 49' 10' E., a distance of 348,98 feet, along the north One of said 4.072 -acre tract, same being a southerly One of said 192.9765 -acre tract, to a 314 -Inch Iron rod (caged Iron rod) found for a comer of sold 182.9755 -acre tract In the west line of said Td -City Beach Road, same being the northeast comer of sold 4.072 -sere tract; THENCE, S. 08' 10' SO" E., a distance of 563,52 feet, along the west line of said Td- City Beach Road, same being the east One of said 4,072 -acre tract, to the POINT OF BEGINNING and containing 4.072 acres of land. Exhibit "B" ARTICLE VII. - IN -CITY MUNICIPAL UTILITY DISTRICTS Sec. 98 -701. - Policy. There is hereby adopted a policy and plan establishing the conditions under which a municipal utility district may be formed within the corporate limits of the city, which shall read as follows: The following terms, conditions and standards establish the basis under which the city council may consent to the formation of a municipal utility district within the corporate limits of the city in writing. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -702. - Resolution to create a municipal utility district. (a) The city's consent to the creation of a municipal utility district proposed to be formed within the corporate limits of the city under the Texas Water Code and the Texas Constitution Section 59, Article XVI, shall be evidenced by the adoption of a resolution. (b) No resolution shall be adopted consenting to the creation of a municipal utility district until the city council finds that the proposed municipal utility district (1) will be an economically feasible and sound development benefiting the city, (2) will not adversely affect the existing city water, sewer and storm facilities or other city utilities or city functions, and (3) will not increase the city's taxes or utility rates or adversely impact the city's financing or bond rating, and that (4) all of the conditions imposed by this article have been agreed to by the majority in value of landowners within the proposed municipal utility district. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -703. - Conditions to creation. The following conditions shall apply to every municipal utility district within the city: (1) The municipal utility district may acquire property outside its boundaries with prior written consent of the city only for purposes of providing stormwater drainage and detention, potable water distribution, wastewater collection, and for other purposes permitted by law; provided that no land shall be annexed or added to the municipal utility district unless the city has given its written consent by resolution of the city council to such addition or annexation; (2) The municipal utility district shall not provide services for, or acquire property to provide services for, any property outside its boundaries without the prior written consent of the city; (3) The municipal utility district shall not allow use of easements or stormwater drainage facilities owned or controlled by the municipal utility district for any property or development outside its boundaries without the prior written consent of the city; (4) The municipal utility district shall pay the actual costs incurred by the city for legal, engineering and financial advisory services in connection with the allocation agreement (hereinafter defined) and the adoption of a resolution consenting to creation of the municipal utility district; (5) The facilities to be constructed by the municipal utility district shall be designed and constructed in compliance with all applicable requirements and criteria of the applicable regulatory agencies and subject to the applicable provisions of the city's resolution granting a petition for inclusion of certain territory in the municipal utility district (the "consent resolution "); Page 1 (6) Prior to the sale or offer to sell any bonds of the municipal utility district, the terms and conditions in this subdivision and the consent resolution must be approved and ratified in an instrument executed by the governing body and officers of the municipal utility and such instrument must be delivered to the city attorney; (7) The city shall not allow any connection to be made to the municipal utility district's wastewater system until, with respect to such connection: a. The municipal utility district has issued an assignment of capacity specifying the number of gallons per day of water supply and wastewater treatment allocated for such connection, and has provided a copy thereof to the city manager; b. The city has inspected the connection and premises and has issued a building permit for that connection; and c. All buildings or structures served by connections shall be located entirely within the boundaries of a lot or parcel shown in a plan, plat or replat filed with and finally approved by the city and duly recorded in the official records of the county where the property is located (provided this limitation shall not apply if no plan, plat or replat is required by applicable state statutes or city ordinances); (8) Unless and until the city shall dissolve the municipal utility district and assume the properties, assets, obligations and liabilities of the municipal utility district, the bonds of the municipal utility district, as to both principal and interest, shall be and remain obligations solely of the municipal utility district and shall never be deemed or construed to be obligations or indebtedness of the city; (9) All contracts with third parties for construction of water, wastewater and stormwater facilities to serve the proposed municipal utility district will contain the following provisions: a. A requirement that all plans and specifications for construction of improvements or modification of improvements which are to be built to serve the municipal utility district and /or require approval of the Texas Commission on Environmental Quality be prepared in accordance with the then adopted city specifications and requirements for such facilities and delivered to the city for approval prior to submission to the Texas Commission on Environmental Quality. All plans and specifications presented to the bidders shall be approved by the city in writing prior to advertising for bids; b. A requirement that prior to the construction of such facilities within the municipal utility district's territory, written notice by registered or certified mail be given to the city, stating the date that such construction will commence; c. An agreement that all construction or modification of improvements to serve the municipal utility district will be subject to periodic inspections by the city or its duly authorized agent and that no underground improvements will be backfilled prior to inspection and written approval by the city; d. All contracts for construction of improvements will be awarded in compliance with the terms contained within public bidding statutes in Chapter 49 of the Texas Water Code; If the municipal utility district is performing the services, the same terms and conditions as set forth herein shall be applicable to the municipal utility district. (10) As the municipal utility district's facilities are acquired and constructed, the municipal utility district shall convey the same to the city, including all warranties relating to the facilities; provided, however, that the municipal utility district shall not convey, and the city shall not accept, stormwater detention systems; (11) As acquisition and /or construction of each phase of the facilities is completed, representatives of the city shall inspect the same and, if the city finds that the same has been completed in accordance with the final plans and specifications, the city will accept the same, whereupon such portion of the facilities shall be operated and maintained by the city at its sole expense; Page 2 provided, however, that the city shall not accept, or operate and maintain, stormwater detention systems; and further provided, however, that in the event that the facilities have not been completed in accordance with the final plans and specifications, the city will immediately advise the municipal utility district in what manner said facilities do not comply, and the municipal utility district shall immediately correct the same, whereupon the city shall again inspect the facilities and accept the same if the defects have been corrected; (12) The city shall bill and collect from customers of the facilities and shall from time to time fix such rates and charges for such customers of the facilities as the city, in its sole discretion, determines are necessary; provided that the rates and charges for services afforded by the facilities will be equal and uniform to those charged other similar classifications of users in nonmunicipal utility district areas of the city; and all revenues from the facilities shall belong exclusively to the city without rebate of such revenues to the municipal utility district; (13) The city may impose a charge for connection to the facilities at a rate to be determined from time to time by the city, provided the charge is equal to the sums charged other city users for comparable connections; and the connection charge shall belong exclusively to the city; (14) The municipal utility district is authorized to assess, levy and collect ad valorem taxes upon all taxable properties within the municipal utility district to provide for (a) the payment in full of the municipal utility district's obligations, including principal, redemption premium, if any, and interest on the bonds to be issued by the municipal utility district and to establish and maintain any interest and sinking fund, debt service fund or reserve fund, (b) for administration, operation and maintenance purposes, all in accordance with applicable law and (c) to pay expenses of assessing and collecting the taxes. The city will levy and collect ad valorem taxes upon all taxable properties in the city, including the municipal utility district; (15) Unless the municipal utility district is in default under the terms of its allocation agreement after reasonable opportunity to cure, the city shall not dissolve the municipal utility district until the water, wastewater and drainage utilities required to serve the municipal utility district have been completed and bonds issued by the municipal utility district to finance same; and the city shall afford the municipal utility district the opportunity to discharge any obligations of the municipal utility district pursuant to any existing agreements of the municipal utility district with third parties for construction of facilities, by either (a) authorizing the municipal utility district to sell its bonds before or during a transition period prior to the effective date of dissolution, as established by the city, (b) issuing bonds and selling bonds of the city pursuant to Vernon's Texas Codes Annotated, Local Government Code Section 43.080, as amended, in at least the amount necessary to discharge the municipal utility district's obligations, including those under any such agreements, or (c) providing written notice to the municipal utility district that the city has sufficient funds available from other sources to discharge the municipal utility district's obligations, including those under any such existing agreements with third parties. The city shall have the right to dissolve the municipal utility district if construction of water, wastewater or drainage utilities required to serve the municipal utility district does not begin within 36 months of execution of the allocation agreement; (16) All city ordinances and codes, including applicable permits, fees and inspections, shall be of full force and effect within the boundaries of the municipal utility district in the same manner as with respect to other areas within the city's corporate limits, except as specifically herein provided otherwise; (17) No bonds, other than refunding bonds, or notes of the municipal utility district shall be issued or sold unless not less than 20 days following the filing of an application with the Texas Commission on Environmental Quality for the approval of projects and bonds, the municipal utility district provides the city with a copy of such application and not less than 30 days prior to publication of notice of sale, the municipal utility district provides the city with a copy of the staff memorandum of Texas Commission on Environmental Quality approving the projects and bonds, a copy of its proposed bond order, preliminary official statement, bid form and notice of sale and the following criteria are met. Page 3 The municipal utility district shall not issue bonds unless the following conditions have been satisfied: a. The municipal utility district shall not issue any bonds, other than refunding bonds, unless the purpose for which the proceeds of such bonds may be used is limited to one or more of the following and no others: Designing, purchasing and /or constructing or otherwise acquiring (i) Waterworks facilities to provide water supply for municipal, domestic, and commercial uses, excluding industrial uses, (ii) Wastewater facilities to collect, transport, process, dispose of and control all domestic or communal wastes, excluding industrial waste, whether in fluid, solid or composite state, or (iii) Stormwater drainage and detention facilities to gather, conduct, divert and control local stormwater or other local harmful excesses of water in the municipal utility district, 2. Purchasing, constructing, owning, operating, repairing, improving, extending or otherwise acquiring interests in real property, improvements, facilities, appliances, equipment, buildings, plants or structures necessary or incidental to the operation of waterworks facilities, wastewater facilities, or stormwater drainage facilities. Proceeds of the bonds for costs of operations of the municipal utility district shall not exceed ten percent of the issuance amount; and 3. All costs of issuance of the bonds (including but not limited to legal fees, financial advisory fees, administrative and organizational fees and expenses and costs of operations during construction, bond discount, capitalized interest, developer interest, creation costs, printing expenses, publication expenses and contingencies relative to facilities not yet under contract). Proceeds of the bonds for costs of operations of the municipal utility district shall not exceed ten percent of the issuance amount. b. The municipal utility district shall not sell or issue any bonds unless: 1. The terms of such bonds expressly provide that the municipal utility district reserves and shall have the right to redeem the bonds not later than the 15th anniversary of the date of issuance, without premium; 2. The bonds, except refunding bonds, are sold after the taking of public bids therefor; 3. None of such bonds and bonds sold to a federal or state agency, other than refunding bonds, is sold for less than 95 percent of par; 4. The net effective interest rate on bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, does not exceed two percent above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one -month period next preceding the date notice of the sale of such bonds is given and bids for the bonds will be received not more than 45 days after notice of sale of the bonds is given; 5. The maximum term of any debt issuance shall be no greater than 25 years; 6. The minimum par amount of any bonds issued, except a final issue, shall be $1,000,000.00; 7. Each issue of bonds shall be structured to achieve either level principal payments or level debt service payments, excluding the first two years of debt service; 8. The municipal utility district shall submit to the city pro forma cash flows prepared in a manner consistent with the financial feasibility rules of the Texas Commission on Environmental Quality evidencing a municipal utility district tax rate (both maintenance Page 4 and operations rate and interest and sinking rate combined) not to exceed $1.50 per $100.00 assessed valuation; and 9. Each bond issue shall not include more than two years of capitalized interest. The city staff shall review the documents required to be provided hereunder and the evidence of compliance with the foregoing criteria within 15 days following receipt of same. If the city staff gives a favorable approval of the bonds, an item will be placed on the next available regular or special council meeting agenda for consideration by the city council. The issuance of bonds by the municipal utility district must be approved by the city council of the city, or its designee. Any costs incurred by the city in connection with review of the issuance of bonds shall be paid by the municipal utility district, in an amount not to exceed $2,500.00; c. The municipal utility district's resolution authorizing the issuance of the municipal utility district's bonds must contain a provision that the pledge of the revenues from the operation of the municipal utility district's water and sewer and /or drainage system to the payment of the municipal utility district's bonds will terminate when and if the city takes over the assets of the municipal utility district and assumes all of the obligations of the municipal utility district. (18) The city acknowledges that a municipal utility district has authority to assess an unlimited tax for payment of debt service. However, prior to implementation of any increase in tax rate above its initial rate, the municipal utility district shall make a formal presentation to city council explaining the need for the increase, at which time residents of the municipal utility district shall be given an opportunity to be heard. Notice of such presentation shall be sent to each owner of taxable property within the municipal utility district as reflected on its most recent certified tax roll. This provision shall be in addition to any requirements of notice and hearing which may be contained in the Texas Water Code and in the Texas Tax Code which apply to the municipal utility district; (19) In addition to the information the municipal utility district is required to file of record as required by the Texas Water Code, the municipal utility district shall annually deliver to each property owner within the municipal utility district, as reflected on its most recent certified tax roll, written notice of the existence of the municipal utility district and its right to assess taxes in addition to those assessed by the city. Such notice shall also contain a reference to the allocation agreement, the consent resolution and this paragraph. Such notice shall advise the property owner that such documents are available for inspection during regular business hours in the municipal utility district's office; (20) The majority in value of landowners within the proposed municipal utility district shall enter into a utility functions and services allocation agreement ( "allocation agreement ") with the city, which shall contain the terms and conditions set forth in this section, as well as other terms and conditions which may be agreed to by the city or imposed herein. The allocation agreement shall be assigned by the proponent to the municipal utility district upon its creation; (21) The allocation agreement shall be entered into simultaneously with the adoption of the consent resolution; (22) The municipal utility district shall establish an official meeting location within the corporate limits of the city and at all times after the municipal utility district has 100 residential connections shall hold the meetings of its board of directors at such location; (23) In addition to any other notice requirements applicable to the municipal utility district, the municipal utility district must post an agenda of the meetings of its board of directors at all primary entrances to the municipal utility district and at the location designated for notices at city hall not less than 72 hours prior to any meeting. An agenda shall also be provided to the city manager of the city prior to any meeting of the board of directors. Page 5 (24) The official office for recordkeeping of the municipal utility district must be accessible to the district's residents and shall not require a long distance phone call for a district resident to contact the official office for recordkeeping; (25) The municipal utility district shall comply with all applicable requirements of the Texas Commission on Environmental Quality regarding the display of signage at entrances into the municipal utility district. The city may specify other conditions with which the municipal utility district must comply in this code, the resolution consenting to the creation of the municipal utility district, and /or the allocation agreement. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -704. - Petition for creation of municipal utility district. Upon the presentation of a petition for consent for the creation of a municipal utility district within the corporate limits of the city, the majority in value of landowners within the proposed municipal utility district shall: (1) Present evidence that the proposed municipal utility district contains 100 or more acres; present evidence that the petition is filed on behalf of the majority in value of landowners within the proposed municipal utility district; and show that the proposed municipal utility district is wholly within the corporate limits of the city; (2) Present a preliminary report describing the municipal utility district and proposed use of the land within the municipal utility district showing that the proposed municipal utility district and land use are feasible; (3) Present an estimate of assessed valuation of the municipal utility district showing the value of property as it exists on date of the petition; a build -out schedule showing the projected value of the property when 50 percent of the projected vertical improvements for the municipal utility district, exclusive of wastewater, water, sewer and drainage improvements, have been completed; and showing the projected value of the improvements upon completion of the development within the municipal utility district; and (4) Agree that the majority in value of landowners within the proposed municipal utility district shall develop the property for the purposes substantially as described in the preliminary report, except as may otherwise be agreed by the proponent and the city, and that prior to commencement of any improvements, will comply with all provisions of the subdivision ordinances and zoning ordinances of the city. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -705. - Other requirements. (a) The city reserves the right to impose other specific requirements relative to a given municipal utility district, including, but not limited to park requirements, construction material for houses and other buildings, amenities, and minimum lot sizes, which shall be agreed to and set forth in the allocation agreement. (b) The land within the district will be developed in accordance with the general plan to be approved by the city. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -706. - Abolition. Page 6 It is the policy of the city that a municipal utility district created within the city should not be abolished until such time as it has retired all of its outstanding bonded indebtedness, so that the city's taxpayers outside the municipal utility district shall not have to pay off all or any part of the bonded indebtedness incurred by the municipal utility district. The city does reserve the right to abolish any municipal utility district, regardless of whether it has any outstanding debt, if it is deemed to be in the best interest of the city. (Ord. No. 10003, § 1, 2- 10 -05) Sec. 98 -707. - City services. The city shall provide fire, police and other general city services to the areas within the municipal utility district similar to those provided in similarly situated nonmunicipal utility district areas of the city. Different levels of service may be provided if different characteristics of topography, land uses and population density constitute a sufficient basis for providing different levels of service as determined by the city. (Ord. No. 10003, § 1, 2- 10 -05) Page 7 r 1\ • • !/ • n i • CL CO W • EL CIL R IN R�� ►ode' TA R —� � � i • 1 . 1I�•91L i� , 1 ■GII� IIi9111ifl Ire C Mir 1111 ]i Irn al�ui• Ti ■i un�seello��rom III ■ uleuunull sago ° oynarleued� • r.. �' ' IN III "1 111 + rl0lilllrl 11111111�1ii� l�r II mattIY I matt i IY �-,62 . r t 0 r�. Exhibit "E" eoef eeRe`_ W x w A Lo { i ! Y N > is 2 U. g rn w E: }t; LL € a��Yb e.eY6 @o�dl i. w ^ j 2 dS U Cw9 W O O ¢ i# g i 8 O 0 J �! a q; ' / Z p =3l� @ / m U ROAD W, aeoc'v' E W � 3 a �a I �,t l of lip ans STATE H/CHWAYNO. 146 (R.O.W..VARIES) r 1 95"d` . 111M - - s t F; k �1 \ 1' :91 j � lit 111,, ; C.0 L L x w a a£RAgp�AA3�A <a� ?A6 S �a � t •F��1 EE• �JE « «S Hei 7 vaorirS fill ' ea A 7 8 w 2$3 TRI — CI TIES BEAU Ri ROAD (R. 0. W. — 572.67' _ 8g� / t 8 � o 15 0. + O la i� .S I ]le ar K ,35 34 ,9 b�'y�iy °dJ 0 v❑ lip C7 to a =1; $� z;�;;� �8g F.1 G W 7!1 cc CA s � gg C) LL fq 2 _ W 3gx V�<UDJmjx Z=ZmSWou< CL � N °oho >.4 mW ° 3 i� 1 o / ; / o' / /= / s / 0 / / / / i l �q �l < tt g m :nSneppq?a� b8_fi M �AA34 =�s ' ge a£RAgp�AA3�A AAAMA� ?A6 ��H��S$AAA � =H « « «S Hei EeB eOH kLi]W 'vkF:.kF�kD TRI — CI TIES BEAU Ri ROAD (R. 0. W. — 572.67' _ 8g� / t 8 � o 15 0. + O la i� .S I ]le ar K ,35 34 ,9 b�'y�iy °dJ 0 v❑ lip C7 to a =1; $� z;�;;� �8g F.1 G W 7!1 cc CA s � gg C) LL fq 2 _ W 3gx V�<UDJmjx Z=ZmSWou< CL � N °oho >.4 mW ° 3 i� 1 o / ; / o' / /= / s / 0 / / / / i l �q �l < tt g m :nSneppq?a� b8_fi M �AA34 =�s ' ge W Q ■� 0 LLI V) W W V) W J V W 0 v U CQ 00 N I w N �I0 %u tr .0 X w »� n� pm Fps � a a N �! w j a¢ C ( Env 2 h Q r z yI 0 0 ( ll N9�p� G] C � Y Y. «r � 1 � Y m s Q ¢ • •• s SS a' J • U J Y • Y y � � � 11 Y y ?� ,,� ! j �� j j j �� ► 5 r N S J •Y � I� ��• V6 P_V� �� y Y i � • � Y ! O C F a