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Ordinance No. 13,189ORDINANCE NO. 13,189 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 A CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH HEB GROCERY COMPANY, LP; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN AS AUTHORIZED IN SAID AGREEMENT; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development Agreement with HEB Grocery Company, LP. A copy of the agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO /100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty -five percent (25 %). Section 4: This ordinance shall take effect immediatelyfn and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative of of the City Council of the City of Baytown this the 12th day of May, 2016. A� DONCARLOS, Mayor A17 99T: L TICIA BRYSCH, ity C Ln APPROVED AS TO FORM: 4AWC140RIREZ, SR., C' Attorney R:�Karen\FileslCity Councit0rdinances\2016Way 12\380EconomicDevelopmentAgreementOrdinance4HEB .doc Exhibit "A" CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT STATE OF TEXAS COUNTY OF HARRIS This Chapter 380 Economic Development Agreement ( "Agreement ") is made and entered into by and between HEB GROCERY COMPANY, LP, a Texas limited partnership ( "DEVELOPER ") and the CITY OF BAYTOWN, TEXAS, a home rule city and municipal corporation ( "CITY "). DEVELOPER and CITY are sometimes referred to herein collectively as the "Parties," or individually each as a "Party." RECITALS WHEREAS, CITY seeks to induce DEVELOPER to cause the creation and/or retention of at least 100 FTE jobs in connection with the development and operations of an HEB Grocery Retail Store (defined below) on the Property, which jobs will promote state and local economic development and stimulate business and commercial activity within the corporate limits of Baytown; and WHEREAS, in connection with the development of HEB Grocery Retail Store on the Property, CITY seeks to induce DEVELOPER to make an investment in the Project (defined below) of at least FIFTEEN MILLION AND N01100 DOLLARS ($15,000,000.00) by January 1, 2018; and NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CITY and DEVELOPER agree as follows: Article I. Authority 1.01 CITY. CITY's execution of this Agreement is authorized by Chapter 380 of the Texas Local Government Code and constitutes a valid and binding obligation of CITY. 1.02 DEVELOPER. DEVELOPER's execution and performance of this Agreement constitutes a valid and binding obligation of DEVELOPER. CITY acknowledges that DEVELOPER is acting in reliance upon CITY's performance of its obligations under this Agreement in making its decision to invest in the Project, construct the Infrastructure Improvements (defined below) for City, and expand employment in Baytown. 062007.01376 239357 v<32b> Article II. Definitions 2.01 "Annual Sales Taxes Collected at the Project" means the actual amount of the 1 % sales and use taxes authorized by Section 321.101(a) of the Texas Tax Code and received by CITY for sales at the Project during a calendar year, including those monies received after the collection period because of delinquency or protest. This term may include such taxes received by CITY from sales occurring at fuel center or car wash or other services located within the Property. 2.02 "City Infrastructure Improvements" means and includes the following improvements: (a) a portion of Santavy Road from Garth Road to the easternmost entry drive to the Project and more particularly described in the Santavy Road Agreement; (b) a deceleration lane on Garth Road to facilitate northbound vehicular traffic access to the Project site; and (c) water, sanitary sewer and storm sewer lines for the Project. 2.03 "City Retained Sales Taxes" means the first FIFTY THOUSAND AND NO /100 DOLLARS ($50,000.00) of the Annual Sales Taxes Collected at the Project, and any additional amount which City is authorized to retain pursuant to Section 4.01(d). 2.04 "Commencement" shall mean the start of site work at the Property by DEVELOPER. 2.05 "Commencement Notice" means a written notice sent by DEVELOPER to CITY indicating the date of DEVELOPER's Commencement of the Project. 2.06 "Comptroller Reports" means that information obtained from the Texas Comptroller of Public Accounts under Section 321.3022(a -1) or (b) of the Texas Tax Code necessary to determine the Annual Sales Taxes Collected at the Project. 2.07 "Economic Development Grant" means the annual payment of ONE HUNDRED FIFTY THOUSAND AND NO /100 DOLLARS ($150,000.00) made by CITY solely from monies received from the MDD for the Project. 2.08 "Effective Date" is the date this Agreement has been executed by all Parties. 2.09 "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a party, as applicable, including, without limitations, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action or inaction (unless caused by negligence or omissions of such party), fires, explosions, floods, strikes, slowdowns or work stoppages, shortage of materials and labor. 2.10 "FTE" is a unit of measurement equal to 35 hours of paid work per week at the HEB Grocery Retail Store on the Property. The number of FTEs for any week during the Term of this Agreement shall be the sum of: (a) the quotient of the total numbers of hours worked during that week by all non - exempt level employees at the HEB Grocery Retail Store divided by 35 hours, plus (b) the number of salaried, exempt employees, who work at the HEB Grocery Retail Store, that for purposes of this Agreement shall each be assumed as one FTE. 2.11 "HCAD" means the Harris County Appraisal District or its successor. 2.12 "HEB Grocery Retail Store" shall mean a retail grocery operating under the brand name of "H -E -B," and may include other retail sales and related services at the same location, including pharmacy, flowers, coffee shop, wine or beer service, food preparation and/or consumption, delivery services, car wash, retail fuel sales and similar products, subject to applicable zoning regulations or restrictive covenants. 2.13 "Hunt Road Project" means those certain improvements to Hunt Road, from Garth Road to easternmost property line of the Property, as more particularly depicted in F.xhihit "F_" 2.14 "Infrastructure Improvements" shall mean City Infrastructure Improvements and the Private Detention Pond, as further depicted in Exhibit `B." 2.15 "Job Creation Deadline" means the first anniversary of the date upon which a certificate of occupancy is issued for the Project. 2.16 "Maximum Payment" means the aggregate total of Sales Tax Grants and Economic Development Grants, that CITY is required to pay to DEVELOPER under this Agreement. 2.17 "Minimum Project Value" means a Project Tax Value of TEN MILLION AND NOII00 DOLLARS($ 10,000,000.00). 2.18 "MOD" means the Baytown Municipal Development District. 2.19 "Median" means the continuous raised concrete area that divides the northbound and southbound traffic lanes along Garth Road that is adjacent to the Project. 2.20 "Notification Deadline" means January 1, 2017, the date by which DEVELOPER must deliver the Commencement Notice to CITY. 2.21 "Operation Deadline" means January 1, 2018, the date by which DEVELOPER is required to open and operate the HEB Grocery Retail Store. 2.22 "Private Detention Pond" means that privately maintained storm water detention pond, which may accommodate storm water from one or more private developments, depicted in Exhibit `B." 2.23 "Program" means the economic development program for this Project established by CITY pursuant to Texas Local Government Code Chapter 380 to promote local economic development and stimulate business and commercial activity within CITY. 2.24 "Project" means a new HEB Grocery Retail Store with consisting of approximately 90,000 gross square feet (such area being estimated by the measurement of the exterior walls of the building) located on the Property. 2.25 "Project Tax Value" means the taxable value of real (including land) and personal property comprising the Project as determined by the HCAD. 2.26 "Property" means that approximately 17 -acre tract more particularly described in Exhibit "A ". 2.27 "Road Completion Deadline" means September 1, 2017, or any extension of the date that the Hunt Road project shall be substantially completed by the City. 2.28 "Sales Tax Grant" means a payment to DEVELOPER of the Annual Sales Taxes Collected at the Project pursuant to this Agreement. 2.29 " Santavy Road Agreement" shall mean that certain Development Agreement for Santavy Road, attached hereto in its substantially final form as Exhibit "D," which shall be entered into between the respective parties subsequent to the Effective Date upon five (5) days' prior notice from DEVELOPER. 2.30 "Signage Plan" shall mean the signage plan attached hereto as Exhibit "G". Article III. DEVELOPER Performance Requirements 3.01 Conditions to Incentives. CITY expressly agrees that DEVELOPER is not obligated by this Agreement to construct, develop or operate the Project, but rather that development and operation of the Project in accordance with this Agreement and the Santavy Road Agreement are conditions that must be satisfied in order for DEVELOPER to be entitled to receive the incentives to be provided by CITY pursuant to this Agreement. DEVELOPER's delivery of a Commencement Notice to CITY pursuant to Section 4.04 shall not obligate DEVELOPER to construct, develop or operate the Project. 3.02 Investment and Maintenance of Taxable Value. Between the Effective Date and January 1, 2018, DEVELOPER will make an investment in the Project of at least FIFTEEN MILLION AND NO 1100 DOLLARS ($15,000,000.00) (the "Investment Condition "). For purposes of this Section, "investment in the Project" includes the sales price of the Property and the actual cost of real property improvements and business personal property, located on the Property. The Parties acknowledge that neither party controls the Project Tax Values but that the Project Tax Value will be at least the Minimum Project Value for each tax year during the Term of this Agreement. If the Project Tax Value falls below the Minimum Project Value for any tax year during the Term commencing on or after January 1, 2018, then DEVELOPER shall not be in default due to such deficiency but the amount of Sales Tax Grant may be reduced pursuant to Section 4.01(d). 3.03 Creation of Jobs. On or before the Job Creation Deadline, DEVELOPER shall cause there to be at least 100 FTEs at the Project. DEVELOPER shall also maintain at least 100 FTEs at the Project during the Term of this Agreement. If a voluntary or involuntary termination or elimination of a job after the Job Creation Deadline causes the number of FTEs to fall below 100, then DEVELOPER shall continue to receive the incentives set out in Article IV below, provided DEVELOPER reestablishes 100 FTEs at the Project within one hundred twenty (120) days of the date that the FTEs falls below 100. 3.04 Infrastructure Improvements. In connection with the development of the Project, DEVELOPER will design and construct the Infrastructure Improvements, which shall be designed and constructed to meet all applicable CITY standards and code requirements. The plans and specifications for the Infrastructure Improvements shall be submitted to CITY by DEVELOPER for CITY's written approval prior to the award of any construction contract concerning the same. Any easements required for the City Infrastructure Improvements (other than right -of -way for Santavy Road, which shall be dedicated in accordance with the Santavy Road Agreement) shall be dedicated at the time the subject property is platted; provided, however, the size and location of the same must be approved by CITY's Director of Engineering prior to DEVELOPER'S submission of a plat for CITY's Planning and Zoning Commission's approval. The legal title to City Infrastructure Improvements shall vest in CITY once such improvements are approved and accepted by CITY's Director of Engineering and Planning and Zoning Commission. DEVELOPER shall have no right or privilege to remove or interfere with any part or portion thereof after CITY's acceptance of the same. It is expressly understood and agreed that all privately -owned and maintained improvements shall at all times remain vested in DEVELOPER and DEVELOPER shall be responsible for the repair and maintenance thereof. Article IV. CITY Performance Requirements 4.01 Sales Tax Grant. (a) On or before March 31 s` of each year during the Term of this Agreement following the issuance of a Certificate of Occupancy for the Project, CITY shall pay to DEVELOPER an amount equal to the amount of Annual Sales Taxes Collected at the Project during the preceding calendar year exceeding the City Retained Sales Taxes. (b) CITY shall have the right to pay the Sales Tax Grant more frequently than annually. If this Agreement is not terminated prior to the expiration of the term of this Agreement, the final payment to DEVELOPER, subject to the Maximum Payment, shall be that portion of the Annual Sales Taxes Collected at the Project paid as of the date of the expiration of this Agreement. (c) CITY designates this Agreement as a revenue - sharing agreement pursuant to Section 321.3022 of the Texas Tax Code. CITY shall request Comptroller Reports from the Texas Comptroller of Public Accounts. DEVELOPER shall provide to CITY any release necessary to obtain Comptroller Reports. The Sales Tax Grants shall be computed based on Annual Sales Taxes Collected at the Project as determined by Comptroller Reports. If, as a result of change or law or otherwise during the term of this Agreement, Comptroller Reports or similar reports are not unilaterally available to CITY to establish Annual Sales Taxes Collected at the Project, DEVELOPER shall provide to CITY other evidence reasonably establishing the Sales Taxes Collected at the Project as determined by CITY for purposes of computing the Sales Tax Grants. (d) For any tax year during the Term of this Agreement commencing on or after January 1, 2018, that the Project Tax Value is below the Minimum Project Value, the amount of the City Retained Sales Taxes for the subsequent year shall automatically increase by an amount equal to the product obtained by multiplying CITY's adopted ad valorem tax rate by the difference of the Minimum Project Value and Project Tax Value for that particular tax year. For illustrative purposes only, if HCAD valued the real and personal property of the Project at $9,900,000 ($100,000 below the Minimum Project Value pursuant to this Agreement), then the City Retained Sales Taxes for the next tax year would increase from $50,000 to $50,822.03 ($822.03 = 0.822030/$100 x $100,000) (assuming the current CITY ad valorem tax rate of 0.82203 per $100 of assessed value). 4.02 Economic Development Grants. (a) In addition to the Sales Tax Grant subject to Subsection (b) of this Section, CITY will pay DEVELOPER an Economic Development Grant for ten (10) consecutive years commencing in 2017 and expiring pursuant to Section 6.01, unless terminated earlier. The first Economic Development Grant shall be paid to DEVELOPER within 30 days following CITY's receipt of a written request from DEVELOPER confirming Commencement of the Project. (b) Following the first payment of an Economic Development Grant, subsequent Economic Development Grants shall be paid to DEVELOPER at least annually on or before March I'% provided that DEVELOPER has delivered the Certificate of Compliance, evidencing compliance with the terms of this Agreement, at least thirty days prior to that date. CITY reserves the right to pay the Economic Development Grant more frequently than annually. DEVELOPER understands and agrees that the payment of these Economic Development Grants is to be paid from funds CITY collects from the MDD for this purpose. 4.03 Maximum Payment. It is expressly understood and agreed that the Maximum Payment is capped at TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NOI100 DOLLARS ($2,750,000.00) and that nothing contained in this Agreement shall require CITY to provide grants that cumulatively exceed the Maximum Payment. 4.04 Hunt Road. Provided that DEVELOPER has delivered the Commencement Notice to CITY on or before the Notification Deadline, CITY shall, within forty-five days after receipt of the Commencement Notice, design and commence construction of the Hunt Road Project. If DEVELOPER fails to deliver the Commencement Notice by the Notification Deadline, CITY shall be relieved of any obligation to construct the Hunt Road Project. Notwithstanding any other provision in this Agreement, CITY's obligations to construct the Hunt Road Project are not conditional or subject to any of DEVELOPER's obligations under the Santavy Road Agreement or otherwise with respect to the acquisition, construction or dedication of Santavy Road or any of the Infrastructure Improvements associated therewith. 4.05 Garth Road Median Modifications. During the Term of this Agreement, should CITY modify the Median, CITY agrees that it shall design and construct the Median in a manner that includes: (a) a break in the Median that allows southbound vehicular traffic on Garth Road to turn left into the main entry drive to the Project, as depicted in Exhibit "F" hereto; and (b) a vehicular queue area within the Median to accommodate southbound vehicles attempting to turn left from Garth Road into the Project. DEVELOPER acknowledges and agrees that improvements made to the Median by CITY may prohibit vehicles from turning southbound on to Garth Road from the main access drive of the Project. 4.06 Project Signaae. That certain property located immediately south of the Property and depicted as the "Adjacent Parcel" on the Site Plan attached hereto as Exhibit "H" (the "Adjacent Parcel") is expected to be developed as a mixed -use retail center by another party (the developer of the Adjacent Parcel referred to herein as the "Adjacent Parcel Developer "). The Adjacent Parcel Developer and DEVELOPER have agreed to cooperatively develop and use certain signage for their respective projects in accordance with the Signage Plan attached hereto as Exhibit "G ". As a condition to the effectiveness of this Section 4.06, (a) DEVELOPER must satisfy the Investment Condition set forth in Section 3.02 above, and (b) DEVELOPER and Adjacent Parcel Developer must record an instrument establishing restrictive covenants, which must be approved in advance in writing by the City Attorney and may not thereafter be amended without the prior written consent of the City Attorney, such approval and consent not to be unreasonably withheld, conditioned or delayed, (the "Declaration ") applicable to both the Property and the Adjacent Parcel that expressly limits all signs that are supported by uprights or braces in or upon the ground (collectively referred to herein as "Ground Signs ") that may be constructed on such parcels to only those depicted on the Signage Plan, notwithstanding any greater rights for signage that may be realized under Chapter 118 of the Code of Ordinances, Baytown, Texas (the "City Sign Code "). Following recordation of the Declaration, DEVELOPER and the Adjacent Parcel Developer, and their successors and assigns, shall have the right to apply for permits from the City for any and all signs depicted in the Signage Plan (including without limitation wall signs on the Property and the off - premises signage shown on the Sign Plan) and the City shall grant and renew such permits, and issue new permits for signs that may be destroyed, damaged or taken down during the Grocery Operation Period (as defined below), so long as the signs are in conformance with the Signage Plan as to location, height, square footage of the signage face, color, letter size and such other elements depicted on the Signage Plan (collectively, the "Signage Plan Standards ") and comply with any other standards set forth in the City Sign Code (including without limitation those relating to construction, maintenance, and electronic or moving elements) that do not conflict with the Signage Plan Standards. Notwithstanding any other provision contained herein, the Parties agreed and acknowledge that any signs that are not Ground Signs and are located on the Adjacent Parcel shall continue to be regulated by the City Sign Code without modification by this Section 4.06. For purposes hereof, the City agrees and acknowledges that, upon satisfaction of the Investment Condition set forth in Section 3.02 and recordation of the Declaration, this Section 4.06 shall supersede all provisions of the City Sign Code where in conflict with the Signage Plan Standards and that this Section 4.06 shall survive the termination or expiration of this Agreement for so long as a grocery store remains in operation on Property (the "Grocery Operation Period"). Developer and the Adjacent Parcel Developer, and their successors and assigns, shall comply with all provisions of the City Sign Code that do not conflict with the Signage Plan Standards. Article V. Certificate of Compliance and Recapture 5.01 Certificate of Compliance and Inspection. (a) On or before February 1 st of each year during the Term of this Agreement, DEVELOPER shall complete the Certificate of Compliance attached hereto as Exhibit "C" and deliver such Certificate of Compliance to CITY. The form is subject to revision by CITY in its sole discretion; provided, however, the Certificate of Compliance may only require certification of information necessary to verify that DEVELOPER has complied with specific terms and conditions of this Agreement. (b) In the Certificate of Compliance, DEVELOPER shall warrant to the CITY whether it is in full compliance with each of its obligations under this Agreement, including, but not limited to, the number of FTE jobs maintained by DEVELOPER for the preceding year pursuant to Section 3.03 above. (c) CITY, and/or its representative(s) has the right to inspect only such pertinent records of DEVELOPER as are reasonably necessary to verify compliance with all requirements of this Agreement. Inspections shall be preceded by at least two weeks' notice in writing to DEVELOPER. CITY shall identify to DEVELOPER the specific reason it is seeking information, such as to verify that DEVELOPER has complied with its FTE obligation for a particular calendar year, and DEVELOPER will identify and provide specific information responsive to CITY's request. DEVELOPER shall make copies of the pertinent records available to CITY at the Project site or deliver them directly to CITY. 5.02 Failure of Developer to Meet Obligations. A. In the event that: (i) DEVELOPER sends the Commencement Notice to CITY on or before the Notification Deadline; (ii) CITY commences and completes the Hunt Road Improvements in accordance with this Agreement, and (iii) DEVELOPER fails to open the HEB Grocery Retail Store on or before the Operation Deadline or any other deadline(s) imposed under this Agreement (subject in all cases to Force Majeure and opportunities to cure any deficiencies, as set forth in Section 6.02), DEVELOPER shall be in default and not withstanding any other rights provided to CITY under this Agreement, CITY may terminate this Agreement and DEVELOPER shall reimburse CITY for the documented costs incurred by CITY to design and construct the Hunt Road Improvements. In addition to the foregoing, if DEVELOPER fails to fulfill its obligations contained in Article III above (expressly excluding a failure to achieve or maintain the Minimum Project Value) subject to Force Majeure, after receipt of notice and expiration of the cure period described in Section 6.03 below, then CITY may, at its option, terminate this Agreement, whereupon DEVELOPER shall be required to reimburse CITY within 30 days for all prior payments previously made to DEVELOPER pursuant to this Agreement in accordance with the percentages described in the schedule below. For purposes of this Section, "Payments" means both Sales Tax Grants and Economic Development Grants paid to DEVELOPER pursuant to this Agreement. 2017 Payllicilts to be RCIxild 100% 2018 100% 2019 100% 2020 90% 2021 80% 2022 70% 2023 60% 2024 50% 2025 40% 9 Article VI. General Terms 6.01 Term. This Agreement shall become effective on the Effective Date, and unless terminated earlier in accordance with its terms, this Agreement shall expire (i) on the date on which the cumulative amounts of Sales Tax Grants and Economic Development Grants equal the Maximum Payment or (ii) fifteen (15) years after the Effective Date, whichever occurs first (the "Term "). 6.02 Default. If either CITY or DEVELOPER should default in the performance of any obligations of this Agreement, the other party shall provide such defaulting party written notice of the default, and a minimum period of thirty (30) days after the receipt of said notice to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. If a default cannot be cured within such thirty (30) day period in the exercise of all due diligence, then if CITY or DEVELOPER commences an attempt to cure within such thirty (30) day period, CITY or DEVELOPER's period to cure the default shall be extended as long as CITY or DEVELOPER thereafter continue diligently to prosecute the cure of such default. Should default remained uncured by the defaulting party, then the non - defaulting party may terminate this Agreement and exercise any remedy expressly provided herein. Should CITY fail to substantially complete the Hunt Road Improvements by the Road Completion Deadline, such shall be deemed a default by CITY and establish a presumptive force majeure event in favor of DEVELOPER. 6.03 Termination. In the event DEVELOPER elects not to proceed with the Project as contemplated by this Agreement, DEVELOPER shall notify CITY in writing, and this Agreement and the obligations on the part of both parties shall be deemed terminated and of no further force or effect. If so terminated, DEVELOPER shall be required to reimburse CITY for all monies, if any, paid and/or waived by CITY pursuant to Sections 4.01 and 4.02. 6.04 Mutual Assistance. CITY and DEVELOPER will do the things commercially reasonable, necessary or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of changes in public policy, the law or taxes or assessments attributable to DEVELOPER facilities. m 6.05 Entire Agreement. This Agreement contains the entire agreement between the Parties. All prior negotiations, discussions, correspondence, and preliminary understandings between the Parties and others relating hereto are superseded by this Agreement. This Agreement may only be amended, altered or revoked by written instrument signed by CITY and DEVELOPER. 6.06 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and assigns. 6.07 Assignment. Except as provided below, DEVELOPER may not assign all or part of its rights and obligations to a third party without prior written approval of CITY, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary, DEVELOPER may assign all or part of its rights and obligations without the prior consent of CITY to an affiliate of DEVELOPER and to a third party lender advancing funds for the acquisition, construction or operation of Project. 6.08 Release. Nothing contained herein shall be construed in any way so as to waive in whole or in part CITY's sovereign immunity beyond such waiver pursuant to Subchapter I of Chapter 271 of the Texas Local Government Code, to the extent applicable. DEVELOPER assumes full responsibility for its obligations under this Agreement performed hereunder and hereby releases, relinquishes, discharges, and holds harmless the CITY, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character that are caused by or alleged to be caused by, or arise out of DEVELOPER's obligations hereunder. This release shall apply with respect to DEVELOPER's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. In no event shall either Party be liable to the other Party for alleged or consequential damages. 6.09 Force Maieure. Timely performance by the Parties is essential to this Agreement; however, neither Party is liable for reasonable delay in performing its obligations under this Agreement to the extent such delay is caused by a force majeure that directly impacts the Agreement (excluding monetary obligations); provided that the affected party (i) uses diligence to remove the effects of the force majeure as quickly as possible and (ii) provides the other party with written notice of the force majeure and its possible effects within ten (10) days of the occurrence of the force majeure. Notwithstanding the foregoing, failure by CITY to complete the Hunt Road Improvements by the Road Completion Deadline shall be deemed a force majeure event, and permit DEVELOPER to extend the Operation Deadline and Job Creation Deadline by a period of time equal to the number of days after the Road Completion Date that the Hunt Road Improvements were fully completed and officially opened to the public for use. 6.10 Notice. Any notice and/or statement required or permitted to be delivered shall be deemed delivered by actual delivery, by facsimile, with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: a IF TO DEVELOPER: HEB GROCERY COMPANY, LP 646 South Flores Avenue San Antonio, TX 78204 Attn: Executive Vice President WITH COPY TO: Golden Steves Cohen & Gordon LLP 2600 Convent Street, Suite 2600 San Antonio, TX 78205 Attn: Stephen L. Golden IF TO CITY: City of Baytown P.O. Box 424 Baytown, TX 77522 Attn: City Manager WITH COPY TO: City of Baytown P.O. Box 424 Baytown, TX 77522 Attn: City Attorney Either party may designate a different address at any time upon written notice to the other party. 6.11 Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute regarding its meaning or application, be interpreted fairly and reasonably and neither more strongly for, nor against any party. 6.12 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in the State courts of Harris County, Texas. 6.13 Severabilily. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of the parties that the remainder of this Agreement shall not be affected. It is also the intention of the parties that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 12 6.14 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 6.16 No Joint Venture. It is acknowledged and agreed by the Parties that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among the Parties. CITY, its past and future officers, elected officials, employees and agents do not assume any responsibilities or liabilities to any third party in connection with DEVELOPER facilities or the design, construction or operation of any portion of the Project. 6.17 Public Information. Records and information provided to CITY or its representative(s) to verify compliance with this Agreement may be subject to public inspection to the extent required by the Texas Public Information Act, Chapter 552, and Texas Government Code. If CITY receives a Texas Public Information Act request from a third party requesting information that DEVELOPER has submitted to the in connection with this Agreement or the Annual Sales Taxes Collected at the Project, CITY shall provide a copy of such request to DEVELOPER. If DEVELOPER deems necessary to object to the release of such information in accordance with the provisions of the Texas Public Information Act, it shall timely submit its arguments to the Texas Attorney General as to why the information should not be released. CITY shall abide by the decision of the Texas Attorney General if one is obtained or shall release the information pursuant to the request if no opinion from the Texas Attorney General is timely requested by DEVELOPER. 6.18 Exhibits. The following Exhibits "A," `B," "C," "D," "E," "F," "G" and "H" are attached and incorporated by this reference for all intents and purposes. 6.19 Multiple Originals. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 6.20 Authority to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective entities. 13 6.21 Non - Waiver. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. [Signatures on following page.] 14 EXECUTED by the authorized representatives of the parties on the dates indicated below. CITY OF BAYTOWN, TEXAS RICHARD L. DAVIS, City Manager (Date) ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. City Attorney HEB GROCERY COMPANY, LP, a Texas 1• ited partnership 6 4-j By: Todd A. Piland Its: Executive Vice President 5 -/2 -/fl (Date) STATE OF TEXAS § COUNTY OF § The foregoing instrument was acknowledged before me on this the 1�- day of May, 2016, by Todd A. Piland as the Executive Vice President of HEB GROCERY COMPANY, LP. 15 Notary Public of Texas DEBRA L. SALDANA Notary State of Texos /�.•_ My Commission Expires Morch 12, 2018 15 Notary Public of Texas Exhibit "A" Property Description Exhibit "A." Page Solo 1 ' e ati pi a ill l8 lile�:. (i@! �— i? �'It;r• !E ll; {, � z t e nv l,f• {i !� �.1l i j r �'{ � ! 1 �' l� T� ji i�7L rIl'�•'�!((� °' f ('[ 7 t� }j �{ I� J,1 je�� ! t s T �: �. T{ i rJ {j.t J +•�7! !17 {� {a , 1 + !aT P li �' p� �'( 11 Jf'jl:a) f7• !ii (7 j tl 1 1 'i '1+ �ti Itll tlteP$�I7 +1�'gai {y !ri l•1 ('al p ! ! r aala FF i i r t � � �� � X315 � j� ��; � #' {I ,.•, a { I�j 1.1.. �a I.! :a{ f��t;hli,I{,�.a�;��i! 'i,, {', r 7,j !�1 �J rI !( 7 •� j 7•i ! i::�. `r a1 yIP pirtpli� e(t( p@ai Sl;p !` �jriii . {i!t •F .r179� {] t �! i� rlj 1 ! a �l �� (a(1!7` � ( +aj ti I( iO��AA15lPE[ {i #1l7 P��iiEi H��ll�i{ ��! • { ;I ;'N1' as +l+i yi t� 7 �fs if iP iP iPFii •1` 4 �ptl {JI O}�[ 1J.U:i31191�rti 1;�1 �F! !R �� al1� ,.Jtttt {�ldDt[Jt {I{ .ies1Ui9e:8:P�3- suer ?s3at:e ?It9Ed,. t ik a 7 ' i( R* ;v w 1 �aai h' Sf��� 1, •Y 3 ,1+ i 1 VAY s.: . V. lk 7391 i � i IF � 1 gv p q §1 p Exhibit "B" Infrastructure Improvements Exhibit "B." Page Solo I ' I I'll >w I I I I I I �1,� a wo -emmm I ! e I VL b 4 a � I p b L{ ik p fi _E' i I �7 � aoa 3lYMtld I I ` p Sir A_ _Q � _ r .a T _ —.�. - _. '.13 ..• Exhibit "C" Economic Development Agreement Reporting Form City of Baytown REPORTING YEAR 20_ 1.0 Employment 1.1 Lowest number of FTE's at Project for any week during reporting year: 1.2 Date the number of FTE's at the Project for any week during the reporting year fell below 100 (if any) 1.3 Date the number of FTE's at the Project is restored to 100, if the FTE's at the Project fell below 100 FTE 2.0 Investment 2.1 Agreement requires an investment of $15,000,000 by January 1, 2018, for the Project. Total investment as of January 1, 2018 $ 3.0 Value HCAD assessed Project value as of January 1 of reporting year: $ I, , the authorized representative of Developer, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. DEVELOPER (Signature) (Printed Name) (Title) STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me on this the , 20 —1 by representative of HEB GROCERY COMPANY, LP. [ SEAL ] as the day of authorized Notary Public in and for the State of Texas Exhibit D Santavy Road Agreement STATE OF TEXAS § COUNTY OF HARRIS § DEVELOPMENT AGREEMENT FOR SANTAVY ROAD This Development Agreement for Santavy Road ( "Agreement ") is made and entered into between HEB Grocery Company, LP, a Texas Limited Partnership, ( "HEB "); Stream Realty Acquisitions, L.L.C., a Texas limited liability company [ENTITY SUBJECT TO CHANGE] ( "Stream "); and the City of Baytown, a Texas home -rule municipality (the "City"), on the following terms and conditions. WITNESSETH WHEREAS, City desires that Santavy Road be planned for and constructed in a location east of Garth Road, as more particularly set forth below; and WHEREAS, HEB and Stream are contemplating development of a retail center (the "Retail Project") on approximately 30.98 acres located due north of the anticipated route of Santavy Road; and WHEREAS, Garth - Archer, Charles H. Grube, Ltd. (the "Owner ") is the current owner of the land upon which the City desires Santavy Road to be constructed; and WHEREAS, HEB and Stream desire for a portion of Santavy Road to be constructed to accommodate traffic access for the Retail Project; and WHEREAS, neither HEB nor Stream are required under City development regulations to construct Santavy Road in connection with the Retail Project; and WHEREAS, HEB and City have entered into an economic development agreement under the authority of Chapter 380, Texas Local Government Code, which requires HEB to construct Santavy Road as a condition to receiving certain economic development incentives under such agreement, subject to the terms, provisions and conditions thereof; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree as follows: 1. Purpose. The intention of the parties is to provide for the conditions under which Santavy Road may be constructed as a publicly -owned and maintained roadway, subject to the terms, provisions and conditions set forth herein. HEB and Stream (together, referenced herein as the "Developers "), acting together or individually as the case may be, may enter into one or more separate third -party agreements to provide for the performance requirements set forth herein. However, such agreements shall not modify the obligations hereunder which shall be the joint and several obligations of HEB and Stream. 062007.01376 241481 v <8b> 2. Developer Performance: If Developers elect to proceed with the construction of Santavy Road pursuant to the terms, conditions and provisions hereof, Developers agree, at their sole cost and expense, to: (a) acquire from Owner a sixty-foot (60') wide easement across Owner's property for Santavy Road ( "Santavy ROW') in the location depicted on Exhibit "A" attached hereto and made a part hereof; (b) engage competent, experienced design professionals for the design, administration, oversight and inspection services in conformance with applicable City codes and regulations pertaining to: (1) the extension of Santavy Road from Garth Road to the entry drive for the Retail Project in the location depicted on Exhibit `B" attached hereto and made a part hereof (the "Constructed Road"); (2) intersection improvements at Garth Road and Santavy Road, including traffic signal modifications, as described and depicted in Exhibit "C" (the "Intersection Improvements "); and (3) the installation of a twelve -inch (12 ") potable water line and storm water drainage system within the Santavy ROW as described and depicted in Exhibit "D" attached hereto and made a part hereof (the "Utility Improvements'); (c) acquire rights -of -way from third- parties (other than Owner) as may be reasonably required to accommodate the Constructed Road and Intersection Improvements; (d) construct or cause to be constructed the Constructed Road, Intersection Improvements, and Utility Improvements (collectively, the "Public Improvements ") based upon plans and specifications that have been approved in writing by the City's Director of Engineering, such approval not to be unreasonably withheld, delayed, or conditioned; (e) upon the City's acceptance of the Public Improvements dedicate the Santavy ROW and the Public Improvements to the City by separate instrument free and clear of all liens in the form attached as Exhibit "E" hereto and made a part hereof; (f) upon request of the City, the Developers shall provide an update of the status of the construction of the Public Improvements; and (g) assign (to the extent assignable) all applicable contractor, equipment and material warranties for the Public Improvements to the City at the time of such dedication in form and content acceptable to Developers and the City. 2 062007.01376 241481 v <8b> 3. City Performance: Provided that Developers satisfy the requirements set forth in Section 2 above, City agrees to accept ownership and maintenance obligations for the Public Improvements, pursuant to the process and requirements set forth in Section 126 -455 of the City's Code of Ordinances. In addition, the City hereby confirms that the installation of a sanitary sewer within or alongside the Santavy ROW shall not be an obligation hereunder or a condition to the City's acceptance of the Public Improvements. 4. Assignment. With the prior written approval of the City, not to be unreasonably withheld, delayed, or conditioned, HEB and Stream may assign, in whole or in part, their respective rights and obligations under this Agreement to one or more third parties (individually, an "Assignee" and collectively, the "Assignees "). All such assignments shall be in writing and no assignment will be binding unless the assignment is delivered to City at the following address: City of Baytown P.O. Box 424 Baytown, TX 77522 Attn: City Manager Notices by mail shall be sent by United States certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given, delivered and effective three (3) business days following posting in the United States mail. Notices by overnight courier shall be deemed given, delivered and effective on the first business day following the delivery thereof to Federal Express, UPS or another recognized overnight courier service. 5. Each of the parties hereto hereby represents and warrants that (a) the person executing this Agreement, on behalf of such party, has full authority to do so and that the agreements herein made are binding on such party. 6. This Agreement may be executed in multiple counterparts, all of which taken together shall constitute one original. 7. This Agreement shall be governed by the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Harris County, Texas. 8. This Agreement shall be binding upon the parties hereto and their successors and assigns. 9. This Agreement may be canceled, changed, modified or amended, in whole or in part, only by the written agreement of all parties hereto, or the respective Assignees of Developers, and their respective successors and assigns. Notwithstanding the foregoing, if the Developers elect to forgo the construction of Santavy Road, in their sole discretion, the Developers may send notice to the City, such notice to be executed by both HEB and Stream (or their respective successor and assigns), whereupon this Agreement shall terminate and none of the parties hereto shall have any remaining obligations hereunder. 3 062007.01376 241481 v <8b> [SIGNATURE PAGES ARE CONTAINED ON SEPARATE PAGES] EXECUTED by the authorized representatives of the parties on the dates indicated below. ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR. City Attorney 4 CITY OF BAYTOWN, TEXAS RICHARD L. DAVIS, City Manager (Date) 57YdC�i��IRIiIS��[f:3[�:I}7 below. EXECUTED by the authorized representatives of the parties on the dates indicated 5 HEB GROCERY COMPANY, LP, a Texas limited partnership (Signature) By: Todd A. Piland Its: Executive Vice President (Date) 062007.01376 241481 v <8b> EXECUTED by the authorized representatives of the parties on the dates indicated below. [ENTITY SUBJECT TO CHANGE] [STREAM REALTY ACQUISITIONS, L.L.C., a Texas limited liability By: Stream Development XV, L.L.C., a Texas limited liability company] By: Name: Title: D (Date) 062007.01376 241481 v< 8b> EXHIBIT A SANTAVY ROW 062007.01376 241481 vi lit >C, 1111 >z —em= II II II II II II II Os eg Z 0 EXHIBIT B CONSTRUCTED ROAD ��Z.�zQ4��IIciIy ICI -ILT fmi ���' lal,'ll 1 / u uj j -1 1111 I.J. Ilt IL-E F000� avoy H..LUVD EXHIBIT C INTERSECTION IMPROVEMENTS 062007.01376 241481 v I z� �s �o I i i i O 0 d� M I 000 Gvoly HI vo EXHIBIT D PUBLIC IMPROVEMENTS 062007.01376 241481 vl TT 111 ! � 3 � r g � a i - - — - - - - -- — I I I I ' I � I f, I I I I I 4 I a I � � I � I I I. I —3 000 ExHYRTT E NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. RIGHT -OF -WAY DEDICATION STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § That ( "Grantor "), a for and in consideration of TEN DOLLARS and other good and valuable consideration paid by the City of Baytown, Texas ( "Grantee "), a Texas home rule municipality, receipt of which is hereby acknowledged, does hereby grant, bargain and convey to said Grantee, its successors and assigns, for the use and benefit of the public as a perpetual right -of -way for the passage and accommodation of vehicular and pedestrian traffic, (i) a permanent right -of -way (the " Santavy ROW') and the right to construct, reconstruct, repair, relocate, operate and perpetually maintain public street and/or drainage and utility facilities, and all other facilities or purposes for which a public street and right -of -way is commonly used, together with all necessary appurtenances thereto, and with the right and privilege at any and all times, to enter said premises, or any part thereof, as is necessary for making connections therewith, or for the proper use of any other right granted herein, in, upon and across that certain parcel of land in Hams County, Texas described on the attached Exhibit "A" (the " Santavy ROW Area ") and (ii) any improvements located on, across or under the Santavy ROW Area (including, but not limited to, the traffic signal located at the intersection of the Santavy ROW Area and Hunt Road, the water line located under the Santavy ROW Area and the storm water drainage system located within the Santavy ROW Area). The right -of -way dedication and conveyances being made hereunder are being made by Grantor pursuant to the rights granted to Grantor under that certain Access and Construction Easement Agreement by and between Garth - Archer, Charles H. Grube, Ltd., as grantor, and Grantor, as grantee, dated effective as of , 2016 and recorded in the real property records of Harris County as Document Number TO HAVE AND TO HOLD that said Santavy ROW unto the Grantee for the purposes herein set forth, and Grantor hereby binds itself, its successor and assigns to warrant and forever defend, all and singular, the said premises unto Grantee, its successors and assigns against every person whosoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor but not otherwise. [signatures on next page] 062007.01376 241481 vi WITNESS MY HAND this day of , 2016. a By: Name: Title: ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF BEXAR § BEFORE ME, the undersigned authority, in and for the State of Texas, on this day personally appeared , known to me to be the same person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity stated therein. SEAL GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day of , 2016. Notary Public, State of Texas Name of Notary Printed Notary's Commission Expires 062007.01376 241481 vi CERTIFICATE OF ACCEPTANCE This is to certify that the interest and real property conveyed by this dedication instrument dated the day of , 2016, to the City of Baytown, Texas, has been duly accepted subject to all terms and conditions contained therein by the City Council, and the City Council has consented to recordation of such dedication instrument by its duly authorized officer. Dated: Mayor, City of Baytown ATTEST: City Secretary AFTER FILING, PLEASE RETURN TO: 062007.01376 241481 vi Exhibit "E" Hunt Road Project i <z ZO OW �Eil 2a ie 9 I ^' I I B I 1 L_ ¢ I L I q / % � � p ! f•�� i n o� c 1 S -ss -- I v01 1 I � I�J � 111.111.1111.1111J� � lM 'X3 �� ila Exhibit "F" Garth Road Median Access H T ROAD t r ' I I I 1 � i Exhibit "G" Signage Plan u T z� p ® C =5f 2 o : "q fi ¢ N L I :�SFuC= Ee J ON in ki-31-115i -I 0 Sa 96 3M z 3e� 3 z< z , z_< I Mud <i u� ` '? 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S sSs 8 N rtn u u o 1 i U M U U V . u N N] V V V U 1{1 N W 4a p ".9 Its o = m c}�c iz 0 0 0$ o o ° 1 .9NS16 r �i O I a bm V .9L/L9 .9L19L9 .9L15LQ -.Vt .9L169-.9 m W ° 0 V V V Z) do � V N INN : u dw�k O 1- O J m Z O Exhibit "H" Adjacent Parcel GARTH ROAD 15.26 ACRES APRIL 20, 2016 JOB NO. 3678-00 DESCRIPTION OF A 15.26 ACRE TRACT OF LAND SITUATED IN THE WILLIAM C. & CHARLES BOSWELL SURVEY, ABSTRACT NO. 1562 AND THE W. C. RAILROAD CO. SURVEY, ABSTRACT NO. 899 CITY OF BAYTOWN HARRIS COUNTY, TEXAS BEING a 15.26 acre (664,836 square foot) tract of land situated in the William C. & Charles Boswell Survey, Abstract No. 1562 and the W. C. Railroad Co. Survey, Abstract No. 899 of Harris County, Texas and being a portion of Lots l OA, l OB, 12 and 13, Block 20 of the Supplement Map of HIGHLAND FARMS, recorded in Volume 10, Page 47, of the Harris County Map Records (H.C.M.R.) same being a portion of a called 126.735 acre tract described in a deed to GARTH - ARCHER, CHARLES H. GRUBE, LTD, recorded under Harris County Clerk's File Number (H.C.C.F. No.) D806833, said 15.26 acre tract of land described by metes and bounds as follows: COMMENCING at a 1/2 -inch iron rod with BHA cap (control monument) found for the southeast intersection of Garth Road (width varies) recorded in Volume 7, Page 60 and Volume 10, Page 47, of the H.C.M.R. and under H.C.C.F. No's F804908 and F858084 and Hunt Road (width varies) Volume 7, Page 60 and Volume 10, Page 47, of the H.C.M.R. and under H.C.C.F. No's 20110356028 and 20110279891; THENCE, S 08 °25'05" E, a distance of 433.96 feet along the easterly right -of -way line of said Garth Road to a 1/2-inch iron pipe with Brown & Gay cap set for the northwest corner and POINT OF BEGINNING of the herein described tract; THENCE, over and across said 126.735 acre tract the following courses and distances: N 81 °32'35" E, a distance of 763.99 feet to a 1/2 -inch iron pipe with Brown & Gay cap set for a corner of the herein described tract; S 08 °27'25" E, a distance of 5.75 feet to a 1/2 -inch iron pipe with Brown & Gay cap set for an interior corner of the herein described tract; N 81 °32'35" E, a distance of 338.23 feet to a 1/2 -inch iron pipe with Brown & Gay cap set for the most northerly northeast corner of the herein described tract; S 08 °53'33" E, a distance of 254.26 feet to a 1/2 -inch iron pipe with Brown & Gay cap set for an interior corner of the herein described tract; N 81 °32'35" E, a distance of 207.58 feet to a 1/2 -inch iron pipe with Brown & Gay cap set for the most easterly northeast corner of the herein described tract; S 08 026'25" E, a distance of 258.83 feet to a 1/2 -inch iron rod with BHA cap found for the southeast corner of the herein described tract in the northerly line of a called 4.5856 acre tract as described in a deed to Diamond Shamrock Corporation, recorded under H.C.C.F. No. F101300; THENCE, S 69 °40'11" W, a distance of 887.66 feet along said northerly line to a 1/2 -inch iron with BHA cap found for an angle point in the easterly line of TRACTOR SUPPLY COMPANY PLAT, a subdivision recorded under Film Code Number 606186 of the H.C.M.R. and being the most southerly southwest corner of the herein described tract; Page 1 of 2 X:\HEBU678- 00_HEB GARTH_HUNT RD\ 06_ SURVEY\04_FINALS\MB\I 5_26MBI.DOCX GARTH ROAD 15.26 ACRES APRIL 20, 2016 JOB NO. 3678-00 THENCE, N 08 °25'05" W, a distance of 270.33 feet along the easterly line of said TRACTOR SUPPLY COMPANY PLAT to a 1/2 -inch iron with BHA cap found for the northeast corner of said TRACTOR SUPPLY COMPANY PLAT and being an interior corner of the herein described tract; THENCE, S 81-34-55" W, a distance of 443.47 feet along the north line of said TRACTOR SUPPLY COMPANY PLAT to a 1/2 -inch iron with BHA cap found for the northwest corner of said TRACTOR SUPPLY COMPANY PLAT and being the most westerly southwest corner of the herein described tract in the easterly right -of -way line of said Garth Road; THENCE, N 08 °25'05" W, a distance of 430.84 feet along said easterly right -of -way line to the POINT OF BEGINNING and containing 15.26 acres (664,836 square feet) of land. Bearing orientation is based on the Texas Coordinate System, South Central Zone 4204, NAD -83. OF 5 T�9F''�`s' Paul A. Jurica Jr. RPLS No. 4264 ° . Brown & Gay Engineers Inc. °PAUL A:JURICA, JR.,° 10777 Westheimer Road, Suite 400 •� '.° ° Houston, Texas 77042 •..9Q•c s G4. Telephone: (281) 558 -8700 TBPLS Licensed Surveying Firm No. 10106500 Page 2 of 2 X:\HEB\ 3678- 00_ HEB_ GARTH_ HUNC_RD \06_SURVEY\04_FINALS \MB\ I5_26MB LDOCX