Ordinance No. 13,659ORDINANCE NO. 13659
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 DEVELOPMENT
AGREEMENT WITH ALTA BAYTOWN OWNER, LLC; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
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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 and City Clerk of the City of Baytown to execute and attest to a
Development Agreement with Alta Baytown Owner, LLC. A copy of said agreement is
attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ; and PASSED by the
City of Baytown, this the 14th day of December, 2017.
S
ATTEST:
y&t.'Ll 44���
LETICIA BRYSCH, City Jerk
APPROVED AS TO FORM:
(�IMACIO RAMIREZ, S ity Attorney
vote of the City Council of the
DONCARLOS,
cobfs0l`,legal•Karen\Files•City Council Ordinances\2017\December 14 DevelopmentAgreementwithAltaBaytownOwnerLLC.doc
Exhibit "A"
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND
ALTA BAYTOWN OWNER, LLC
STATE OF TEXAS
COUNTY OF HARRIS
This Development Agreement (the "Agreement") is made and entered into effective as of the
day of December, 2017, by THE CITY OF BAYTOWN, TEXAS (the "City"), a home -rule
municipality located in Chambers and Harris Counties, Texas, acting by and through its governing
body, the City Council of Baytown, Texas; and Alta Baytown Owner, LLC, a Georgia limited
liability company (the "Developer").
RECITALS
WHEREAS, the Developer owns approximately 19.77 acres, legally described as part of and
out of Block 20, Highland Farms, Harris County, Texas (the "Property"); and
WHEREAS, the Developer desires that the Property be developed as a Class A multifamily
complex however, the development of the Property requires an agreement providing for long-term
certainty in regulatory requirements and development standards by the City regarding the Property;
and
WHEREAS, the City and the Developer agree that the development of the Property can best
proceed pursuant to a development agreement; and
WHEREAS, it is the intent of this Agreement to establish certain restrictions and
commitments imposed and made in connection with the development of the Property; and
WHEREAS, the City and the Developer agree that the provisions of this Agreement
substantially advance legitimate interests of the City and the Developer;
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions contained herein, and other good and valuable consideration, the City and the Developer
agree as follows:
ARTICLE 1. DEFINITIONS
Section 1.01 Terms. Unless the context requires otherwise, and in addition to the terms
defined above, the following terms and phrases used in this Agreement shall have the meanings set
out below:
Agreement means this Development Agreement between the City and the Developer.
City means the City of Baytown, Texas.
City Council means the City Council of the City or any successor governing body.
Development Agreement, Page I
City Manager means the City Manager of the City or his designee.
Code means the Code of Ordinances, Baytown, Texas, including the ULDC
County means Harris County, Texas.
Developer means Alta Development Owner, LLC.
Party or Parties means a party or parties to this Agreement.
Person means any individual, partnership, association, firm, trust, estate, public or private
corporation, or any other legal entity whatsoever.
Project means the development of Class A multifamily complex with 336 dwelling units as
more fully described in Exhibit "B," which is attached hereto and incorporated herein for all intents
and purposes.
Property means all the land described in the attached Exhibit A, which is incorporated herein
for all intents and purposes.
Required Improvements means the water, wastewater, drainage, sidewalks and roadways
required to be designed and built by the Developer as more particularly described in Article IV of
this Agreement.
Term has the meaning ascribed to it in Article III of this Agreement,
ULDC means the City's Unified Land Development Code.
ARTICLE II
STANDARDS
Section 2.01 Introduction. The Property is proposed to be developed as detailed in Exhibit
"B
Section 2.02 Standards for the Project. The Developer shall develop the Property in
compliance with standards specified in the ULDC.
ARTICLE III
TERM
3.01 Term. Subject to and upon the terms and conditions set forth herein, this Agreement
shall continue in force and effect from the Effective Date (as hereafter defined) until the issuance of
the certificate of occupancy for the Project and the acceptance of the Required Improvements by the
City.
Development Agreement, Page 2
ARTICLE IV
REQUIRED IMPROVEMENTS
4.01 Design and Construction of Required Improvements. The Developer shall, at its
own cost and expense engage one or more professional engineers licensed in this state to design the
water, wastewater, drainage, sidewalks and roadways referenced in this article. The design of the
Required Improvements shall comply with all laws, rules or regulations of applicable governmental
authorities, in order to make the lines described hereinabove meet or exceed the quality standards set
by applicable governmental authorities. Tile Developer shall be required to submit plans and
specifications for the construction of the Required Improvements (the "Plans and Specifications") to
the City Engineer, for approval and/or for required revision and approval by the City Engineer,
within thirty (30) days after the Effective Date of this Agreement, if it has not already done so at the
time of execution of this Agreement. After the City Engineer's final approval of the plans and
specifications submitted by the Developer, the Developer shall be obligated to enter into a contract
for the construction of the Required Improvements in accordance with all applicable laws and the
plans and specifications approved by CITY.
(a) Water and Wastewater Facilities and Services. The Developer shall be responsible for
constructing or causing to be constructed, such water and wastewater facilities necessary
to serve the Project in accordance with the City's Code of Ordinances, including the
extension of the existing water line from the point where it ends at the Kroger's grocery
store to the southwest corner of the Property, as more particularly described in Exhibit
"C," which is attached hereto and incorporated herein for all intents and purposes, and
connecting such line to the water line on San Jacinto Boulevard.
(b) Drainage Facilities and Services. The Developer shall be responsible for constructing,
or causing to be constructed, such drainage facilities and improvements as are necessary
to adequately provide drainage for the Project, which meet the minimum standards for
drainage facilities set forth in the City's Code of Ordinances.
(c) Construction Standards for Public Improvements. The Developer shall provide, or
cause to be provided, public improvements required herein or by the Code, including, but
not limited to, roads, sidewalks, facilities, landscaping, streetscaping, parks and
recreational facilities in accordance with all City requirements applicable to the Property.
Without limitation to the foregoing, it is expressly understood and agreed that the
Developer shall design and construct the following public improvements:
a five-foot wide sidewalk extending from the Kroger's Grocery Store property to the
sidewalk on San Jacinto Boulevard at the southwest corner of the Property, as more
particularly depicted in Exhibit "C'; and
Y a roadway with street lights, which shall meet all applicable codes and regulations
and be generally consistent with the existing road adjacent to the Kroger's grocery
store, as more particularly depicted in Exhibit "C." The street light system shall be a
LED system and be submitted for written approval by the City Engineer. The
roadway shall connect Santavy Road to San Jacinto Boulevard.
Development Agreement, Page 3
4.02 Insurance. Throughout the term of this Agreement, the Developer shall comply and
shall cause its contractor to comply with the following insurance requirements:
(a) Developer's Insurance. From the Effective Date and throughout the Term of this
Agreement, the Developer will keep and maintain, or cause to be kept and maintained, in
force and effect insurance as specified herein. The Developer's insurance coverage shall
be primary insurance with respect to the City, its officials, employees and agents, who
shall be named as additional insureds. Any insurance or self-insurance maintained by the
City, its officials, employees or agents shall be considered in excess of the Developer's
insurance and shall not contribute to it.
The following is a list of standard insurance policies along with their respective minimum
coverage amounts required in this Agreement to be maintained by the Developer during
the term hereof:
Commercial General Liability
o General Aggregate: $2,000,000
o Per Occurrence: $1,000,000
o Coverage shall be at least as Broad Forin CGL
o No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
o Waiver of Subrogation required.
➢ Workers' Compensation Insurance
o Employer's Liability: $1,000,000
o Waiver of Subrogation required
(b) Developer's Contractor's Insurance. The Developer shall carry or require its general
contractor to carry in full force and effect insurance coverages of the type and limits as
required hereinbelow throughout the telco of this Agreement. The Developer shall
include or shall require its general contractor to include all subcontractors as additional
insured under its policies or shall furnish separate certificates and endorsements for- each
subcontractor. All coverages for the general contractor and subcontractors shall be
subject to all of the requirements stated hereinbelow:
➢ Commercial General Liability
o General Aggregate: $2,000,000
o Per Occurrence: $1,000,000
o Products & Completed Operations Aggregate: $1,000,000
o Owners' and Contractors' Protective Liability: $1,000,000, during
construction and all renovations thereafter of the Project improvements.
o Personal & Advertising Injury: $1,000,000
o Coverage shall be at least as Broad Form CGL
o No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
o Waiver of Subrogation required.
Development Agrecmenl, Page 4
Y Business Automobile Policy (BAP)
o Combined Single Limits: $2,000,000
o Coverage for "Any Auto."
o Waiver of Subrogation required.
➢ Workers' Compensation: Statutory Limits
o Employer's Liability: $1,000,000
o Waiver of Subrogation required
(c) Developer's Engineer's Insurance. The Developer shall carry or require its engineer(s)
to carry in fall force and effect insurance coverages of the type and limits as required
hereinbelow throughout the term of this Agreement. All coverages for the engineers shall
be subject to all of the requirements stated hereinbelow:
Commercial General Liability
o General Aggregate: $2,000,000
o Per Occurrence: $1,000,000
o Coverage shall be at least as Broad Form CGL
o No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
o Waiver of Subrogation required.
➢ Business Automobile Policy (BAP)
o Combined Single Limits. $1,000,000
o Coverage for "Any Auto."
o Waiver of Subrogation required.
➢ Workers' Compensation Insurance
o Employer's Liability: $1,000,000
o Waiver of Subrogation required
➢ Errors & Omissions (E&O)
o Limit: $2,000,000
o Claims -made form is acceptable.
o Coverage will be in force for three (3) years after the Required Improvements
are completed.
(d) General Requirements. Prior to any work being performed, the Developer shall file
with the City valid Certificates of Insurance and endorsements acceptable to the City for
Developer, the Engineer(s) and the general contractor together with each of its
subcontractors. The following shall be applicable to all policies of insurance required
herein:
Y Insurance carrier must have an A.M. Best Rating of A: VI or better.
➢ Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
Y Liability policies must be on occurrence form.
➢ Each insurance policy shall be endorsed to state that coverage shall not be suspended,
voided, canceled or reduced in coverage or in limits except after thirty (30) days'
Developpienl Agrecmcnl, 11agc 5
prior written notice by certified mail, return receipt requested, has been given to the
City.
The City and its officers and employees are to be added as Additional Insured to
liability policies.
Y Upon request, and without cost to the City, certified copies of all insurance policies
and/or certificates of insurance shall be furnished to the City.
All insurance required under this section shall be secured and maintained in a
company or companies satisfactory to the City.
4.03 Bonds. The Developer shall be required to obtain or cause its contractor to obtain
construction and payment bonds in accordance with Chapter 2253 of the Texas Government Code for
100% of the cost of the Required Improvements with the City listed as the beneficiary thereof:
Additionally, the Developer shall be required to obtain or cause its contractor to obtain a one-year
maintenance bond for 100% of the cost of the Required Improvements with the City listed as the
beneficiary thereof.
4.04 Permits/Completion. The Developer's contractor(s) will obtain all necessary
permits for and begin the construction of the Required Improvements in accordance with the
approved plans and specifications and continue such construction efforts thereafter in a diligent
manner until the Required Improvements are completed and accepted by the City. The Developer
shall complete and secure the City's acceptance of the Required Improvements within two hundred
seventy (270) calendar days from the City Engineer's approval of the Plans and Specifications,
unless such time is extended in writing by the City. To the extent the CITY receives any payments
under a payment, performance, or maintenance bond, the City covenants to hold such funds in a
segregated account for use in connection with contractor performance, payment, or maintenance of
the Required Improvements, as applicable, and for no other purpose.
4.05 Inspection by the City. The Developer grants the City the right at any time to
inspect the Project and/or the Required Improvements as they are constructed.
4.06 Status Updates. Upon request, the Developer shall provide to the City an update on
the status of the Project and/or the Required Improvements and copies, free of charge, of inspection
reports, testing reports, certificates of substantial and final completion, and evidence of payment
regarding the costs of the Required Improvements.
4.07 Expenses and Fees. The Developer shall pay all costs and expenses of Project and
the Required Improvements construction, including, not by way of limitation, the costs of all
materials, labor and equipment used in connection with such construction and all license, permit or
inspection fees that may be charged in connection with such work.
4.08 Ownership of Required Improvements. Once accepted by the City, the Required
Improvements shall become property of the City without any further cost or expense. The Developer
shall transfer all warranties and maintenance bond obligations therefor to the City. Once the
Developer conveys title as described hereinabove, the Developer shall have no right or privilege to
remove or interfere with any pant or portion of the facilities resulting from the Required
Improvements, except the Developer shall be allowed, subject to all applicable laws, rules and
regulations of the City, including the payment of appropriate fees, to apply for and obtain a water and
Development Agreement, Page 6
sewer tap at the size and location as indicated on the plans and specifications approved by the City.
Engineer.
ARTICLE V
BREACH, NOTICE AND REMEDIES
5.01 Breach of Agreement.
(a) It is the intention of the Parties to this Agreement that the Property be developed in
accordance with the terms of this Agreement.
(b) The Parties acknowledge and agree that any deviation by the City or by the Developer
from the terms of this Agreement would frustrate the intent of this Agreement and,
therefore, would be a breach of this Agreement. In the event that a Party to this
Agreement believes that the other Party has, by act or omission, committed a breach of
this Agreement, the provisions of this Article V shall provide the remedies for such
default.
5.02 Notice of Developer's Default, Right to Cure.
(a) The City Manager shall notify the Developer in writing of an alleged failure by the
Developer to comply with a provision of this Agreement, which notice shall specify the
alleged failure with reasonable particularity. The Developer shall, within thirty (30) days
after receipt of such notice or such longer period of time as the City determines is
reasonably necessary, either cure such alleged failure or, in a written response to the City,
either present facts and arguments in refutation or excuse of such alleged failure or state
that such alleged failure will be cured and set forth the method and time schedule for
accomplishing such cure.
(b) The City Manager shall determine (i) whether a failure to comply with a provision has
occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been
cured or will be cured. The Developer shall make available and deliver to the City, if
requested, any records, documents or other information necessary to make the
determination without charge.
(e) In the event that the City Manager determines that such failure has not occurred, or that
such failure either has been or will be cared in a manner and in accordance with a
schedule reasonably satisfactory to the City, or that such failure is excusable, such
determination shall conclude the investigation. If the City determines that a failure to
comply with a provision has occurred and that such failure is not excusable and has not
been or will not be cured in a manner and in accordance with a schedule reasonably
satisfactory to the City, then the City may terminate this Agreement, withhold permits
and certificates as applicable, and/or take any appropriate action to enforce this
Agreement at law or in equity.
Development Agreement, Page 7
5.03 Notice of City's Default; Right to Cure.
(a) The Developer shall notify the City in writing of an alleged failure by the City to comply
with a provision of this Agreement, which notice shall specify the alleged failure with
reasonable particularity. The City shall, within 30 days after receipt of such notice or
such longer period of time as the Developer may specify in such notice, either cure such
alleged failure or, in a written response to the Developer, either present facts and
arguments in refutation or excuse of such alleged failure or state that such alleged failure
will be cured and set forth the method and time schedule for accomplishing such cure.
(b) The Developer shall determine (i) whether a failure to comply with a provision has
occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been
cured or will be cured by the City. The City shall make available and deliver to the
Developer, if requested, any records, documents or other information necessary to make
the determination without charge.
(c) In the event that the Developer determines that such failure has not occurred or that such
failure either has been or will be cured in a manner and in accordance with a schedule
reasonably satisfactory to the Developer, or that such failure is excusable, such
determination shall conclude the investigation. if the Developer determines that a failure
to comply with a provision has occurred and that such failure is not excusable and has not
been or will not be cured by the City in a manner and in accordance with a schedule
reasonably satisfactory to the Developer, then the Developer may take any appropriate
action to enforce this agreement at law or in equity.
ARTICLE VI
BINDING AGREEMENT, TERM, AMENDMENT, AND ASSIGNMENT
6.01 Beneficiaries. This Agreement shall bind and inure to the benefit of the City and the
Developer, their successors and assigns.
6.02 Notice. The Parties contemplate that they will engage in informal communications
with respect to the subject matter of this Agreement. However, any formal notices or other
communications ("Notice") required to be given by one Party to another by this Agreement shall be
given in writing addressed to the Party to be notified at the address set forth below for such Party: (a)
by delivering the same in person; (b) by depositing the same in the United States Mail, certified or
registered, return receipt requested, postage prepaid, addressed to the Party to be notified; (c) by
depositing the same with Federal Express or another nationally recognized courier service
guaranteeing "next day delivery," addressed to the Party to be notified; or (d) by sending the same by
facsimile with confirming copy sent by mail. Notice shall be effective only if and when received by
the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as
provided below, shall be as follows:
City: City of Baytown
P. O. Box 424, Baytown, Texas 77522
(fax) 281-420-6586
Attn: City Manager
Developmcnt AZrccment,11age 8
Developer: Alta Baytown Owner, LLC
8 Greenway Plaza, Suite 6000, Houston, TX 77046
(fax) 713-439-7901
Attn: Governing Person of its Principal Alta Baytown Manager, LLC
The Parties shall have the right from time to time to change their respective addresses, and each shall
have the right to specify as its address any other address within the United States of America by
giving at least 5 days written notice to the other Parties. If any date or any period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the
notice shall be extended to the first business day following such Saturday, Sunday or legal holiday.
6.03 Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
6.04 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable
under present or ftiture laws, then, and in that event, it is the intention of the Parties hereto that the
remainder of this Agreement shall not be affected.
6.05 Waiver. Any failure by a Party hereto to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a waiver thereof or of any other
provision hereof, and such Party shall have the right at any time thereafter to insist upon strict
performance of any and all of the provisions of this Agreement.
6.06 Applicable Law and Venue. The construction and validity of this Agreement shall
be governed by the laws of the State of Texas without regard to conflicts of law principles. Exclusive
venue shall be in Harris County, Texas, and all Parties consent to venue in Harris County.
6.07 Reservation of Rights. The City reserves all rights, privileges, and immunities under
applicable laws, including sovereign immunity.
6.08 Further Documents. The Parties agree that at any time after execution of this
Agreement, they will, upon request of another Party, execute and deliver such further documents and
do such further acts and things as the other Party may reasonably request in order to effectuate the
terns of this Agreement.
6.09 Incorporation of Exhibits and Other Documents by Reference. All Exhibits and
other docurnents attached to or referred to in this Agreement are incorporated herein by reference for
the purposes set forth in this Agreement.
6.10 Effect of State and Federal Laws. Notwithstanding any other provision of this
Agreement, Developer, its successors or assigns, shall comply with all applicable statutes or
regulations of the United States, the State of Texas, and the County of Harris as well as any City
ordinances and any rules implementing such statutes or regulations.
6.11 Authority for Execution. The City hereby certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City Charter and
City ordinances. The Developer hereby certifies, represents, and warrants that the execution of this
Agreement is duly authorized and adopted in conformity with the requirements of state law.
t)evclopment Agreement, Page 9
6.12 Remedies Cumulative. All rights and remedies of the City and/or tite Developer
under this Agreement shall be cumulative and none shall exclude any other rights or remedies
allowed by law
6.13 Amendments. This Agreement may not be altered, changed or amended, except by
an instrument in writing, signed by both parties hereto.
6.14 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement,
the City and the Developer hereby agree that no claim or dispute between the City and the Developer
arising out of or relating to this Agreement shall be decided by any arbitration proceeding including,
without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any
applicable State arbitration statute, including, but not limited to, tite Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this
provision, the Developer consents to be joined in the arbitration proceeding if the Developer's presence
is required or requested by the City for complete relief to be recorded in the arbitration proceeding.
6.15 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it
shall not be construed for or against any party hereto on the basis that such party did or did not author
the same.
6.16 Complete Agreement. This Agreement contains the entire understanding and
constitutes the entire agreement between the parties hereto concerning the subject matter contained
herein. There are no representations, agreements, arrangements, or understandings, oral or written,
express or implied, between or among the parties hereto, relating to the subject matter of this Agreement,
which are not fully expressed herein.
6.17 Assignment. The Developer may not assign all or part of its rights and obligations to a
third party without prior written approval of the City through its City Manager, which approval shall not
be unreasonably withheld or delayed.
6.18 Duplicate Originals. It is understood and agreed that this Agreement may be executed
in a number of identical counterparts each of which shall be deemed an original for all purposes.
6.19 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply any
limitation, definition, or extension of the specific terns of the section and paragraph so designated.
6.20 Gender and Number. The pronouns of any gender shall include the other genders,
and either the singular or the plural shall include the other.
6.21 Agreement Read. The Parties acknowledge that they have read, understand and
intend to be bound by the terms and conditions of this Agreement.
Development Agreement. Page 10
IN WITNESS WHEREOF, the undersigned Parties have CXecuted this Agreement effective
as of theday of . 2017 (the " Et7ective Date").
ATTES I-:
BN:
Leticia Brysch, City Clerk
APPROVED AS TO FORM:
By:
Ignacio Ramirez, Sr., City Attorney
CI rY 01- BAYTOWN, "TEXAS
By;
Richard L. Davis, City Manager
ALTA BAYTOWN OWNER, LLC
By and through AL rA BAYTOWN
MANAGER, LLC, its Principal
By:
(SW il at Li&X,k- �—
(Printed Name)
Ve
(Title)
I HE STATE OF (eFu1 §
s
COUNTY OF krrt S §
TIy't�s instt un ent was acknow edged before me on this day of�C'�✓ :2017, by
part 901nrlet, the V of Alta Baytown, Manager, LLC,
the Principal of Alta Baytown Owner, LLC, on behalf ol'said Developer.
'm 'J� Sa-wXzL
Nota •y Public in and for the State of -Texas
(SEAJMELISSA COLLEEN WOOD
s=a`R$Notary Public, state of Texas
:0 Comm Expires 06-14.2016
�„',�r� Notary ID 125714477
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I)r\elorment Agreement. Page I
EXHIBIT A
Being a tract or parcel, containing 19.777 acres (861,492 square feet) of land, situated in the
Washington County Railroad (W.C.R.R.) Company Survey Number 1, Abstract Number 899,
Harris County, Texas, and being part of and out of Block 20, HIGHLAND FARMS, a plat of
subdivision recorded in Volume 10, Page 47, Map Records of Harris County, Texas; also being
all the remainder of that certain called 54.3552 acres described in deed to Koudelka Acres, LLC,
as recorded under County Clerk's File (C.C.F.) Number 20140313717, Official Public Records
of Real Property of Harris County, Texas (O.P.R.R.P.H.C.); said 19.777 acre tract being more
particularly described, as follows (bearings herein are grid bearings based on the Texas State
Plane Coordinate System, South Central Zone Number 4204, NAD 83 (NA2011); distances are
surface distances based on the U.S. Survey Foot and may be converted to grid by multiplying by
a combined scale factor of 0.999870017);
BEGINNING at a 5/8 -inch iron rod with plastic cap, stamped "TERRA SURVEYING," set in
the south line of the remainder of that certain called 82.8694 acres described in deed to Garth 82,
Ltd., as recorded under C.C.F. Number K165243, O.P.R.R.P.H.C.; said iron rod also marking the
intersection of the north line of said 54.3552 acre tract with the east right-of-way (R.O.W.) line
of San Jacinto Boulevard, a public R.O.W. of varying width, as depicted on KSTX BAYTOWN
AMENDING PLAT NO. 1, a plat of subdivision recorded under Film Code Number 676257,
Map Records of Harris County, 'Texas;
THENCE, North 77°09'33" East, with the south line of said 82.8694 acre tract and the north line
of said 54.3552 acre tract, at 751.11 feet pass a 1/2 -inch iron rod with cap found in the west line
of that certain called 7.574 acres, being a 150 -foot wide easement, described in deed to Houston
Lighting & Power Company, as recorded in Volume 3106, Page 146, Deed Records of Harris
County, Texas; continuing, a total distance of 901.11 feet to a 1/2 -inch iron rod with cap found in
the east line of said 7.574 acre easement tract and marking the northwest corner of that certain
called 32.54 acres described in deed to KSTX Baytown, LLC, as recorded under C.C.F. Number
20140374922, O.P.R.R.P,H.C.; last said iron rod also marking the northwest corner of Restricted
Reserve "A", Block 1 of said KSTX BAYTOWN AMENDING PLAT NO. l and the northeast
corner of the herein described tract;
THENCE, South 12°47'10" East, with the east line of said 7.574 acre casement tract, and the
west line of said 32.54 acre tract and said Restricted Reserve "A", at 407.35 feet pass a 5/8 -inch
iron rod with plastic cap, stamped "TERRA SURVEYING," set marking the west common
corner of said Restricted Reserve "A" and Lot 4, Block 1 of said KSTX BAYTOWN
AMENDING PLATNO. 1; continuing with said east easement line, the west line of said 32.54
acre tract, and the west line of said Lot 4, a total distance of 933.86 feet to a point in the north
R.O.W. line of Santavy Street, a 60 -foot wide public R.O.W., as depicted on said KSTX
BAYTOWN AMENDING PLAT NO. 1; also being the southwest corner of said 32.54 acre tract
and said Lot 4, and the southeast corner of the herein described tract, from which a bent, 5/8 -inch
iron rod found for reference bears North 29°37' West, 0.31 feet;
THENCE, South 77128'37" West, with the north R.O.W. line of said Santavy Street, a distance
of 940.59 feet to a 5/8 -inch iron rod with plastic cap, stamped "TERRA SURVEYING," set
marking the southerly end of a cutback line formed with the east R.O.W. line of the aforesaid
San Jacinto Boulevard and marking the most southerly southwest corner of the herein described
tract;
THENCE, North 57°01'28" West, with said cutback line, a distance of 35.05 feet to a 5/8 -inch
iron rod with plastic cap, stamped "TERRA SURVEYING," set in the east R.O.W. line of said
San Jacinto Boulevard, and marking the northerly end of said cutback line and the most northerly
southwest confer of the herein described tract;
]'HENCE, northerly, with the east R.O.W. line of said San Jacinto Boulevard, the following
courses:
Northerly, with a non -tangent curve to the right, having a radius of 1,950.00 feet, an are
length of 238.20 feet, a central angle of 06"59'56", and a chord which beats North
07°39'33" West, 238.05 feet to a 5/8 -inch iron rod with plastic cap, stamped "TERRA
SURVEYING," set marking a point or tangency;
North 04°09'36" West, a distance of 101.22 feet to a 5/8 -inch iron rod with plastic cap,
stamped "TERRA SURVEYING", set marking the beginning of a tangent curve to the
left;
Northerly, with said curve to the left, having a radius of 2,050.00 feet, an arc length of
276.69 feet, a central angle of 07°44'00", and a chord which bears North 08°01'36" West,
276.48 feet to a 5/8 -inch iron rod with plastic cap, stamped "TERRA SURVEYING", set
marking a point of tangency;
North 11153'36" West, a distance of 290.91 feet to the POINT OF BEGINNING and
containing 19.777 acres (861,492 square feet) of land.
EXHIBIT "B"
Description of the Class A Multifamily Complex Project
The Property shall be initially developed only as a first class, multifamily residential apartment
building not exceeding three stories in height and containing not more than 350 apartment units.
For purposes hereof "first class" shall mean development having exterior materials and amenities
of similar quality to the Broadstone Park West apartment development located at
2219 Greenhouse Rd, Houston, TX 77084
EXHIBIT "C"
Depiction And Description of the Required Improvements
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