Ordinance No. 13,993ORDINANCE NO. 13,993
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 STRATEGIC PARTNERSHIP AGREEMENT
WITH HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 213-A; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, Section 43.0751 of the Texas Local Government Code (the "Act") authorizes the
City of Baytown and certain utility districts, including Harris County Municipal Utility District No. 213-
A (the "District"), to negotiate and enter into a strategic partnership agreement by mutual consent; and
WHEREAS, this Agreement provides for the annexation of a tract of land in the District, as more
specifically described in Exhibit "A," by the City for the limited purposes of applying certain of the City's
ordinances to such tract; and
WHEREAS, as required by the Act, the City held public hearings on January 10, 2019, and
January 24, 2019, in City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520, and
the District held public hearings on October 30, 2018, and on November 28, 2018, at 9 Greenway Plaza,
Ste. 1000, Houston, Harris County, Texas 77046, at which members of the public were given the
opportunity to present testimony or evidence regarding the proposed Agreement, and the City and the
District made copies of the proposed Agreement available, and gave notice of the hearings prior to the
public hearings in accordance with the Act; and
WHEREAS, the Strategic Partnership Agreement has been adopted by the District's governing
body prior to the date of this ordinance; NOW THEREFORE,
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 Strategic Partnership Agreement
with Harris County Municipal Utility District No. 213-A. A copy of said agreement is attached hereto,
marked Exhibit "A," and made a part hereof 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 affirmative vote of the City Council of the City of
Baytown, this the 24"' day of January, 2019.
APPROVED AS TO FORM:
X
NACIO RAMIREZ, SR.,ity ttorney
R:1KarenTilmCity Councit•Ordinances\2019Uanuary 24\HCUD#213-SPA.doc
Exhibit "A"
STRATEGIC PARTNERSHIP AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement") is made and
entered into, effective as of , 2019, by and between the CITY OF
BAYTOWN, TEXAS, a municipal corporation and home -rule city of the State of Texas (the
"City"), and HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 213-A, a
conservation and reclamation district created pursuant to Article XIV, Section 59, Texas
Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code (the "District").
RECITALS
1. The District was created with the consent of the City for the purpose of providing
water, sewer, transportation, recreation and drainage facilities to the land within its boundaries.
The District is located within the extraterritorial jurisdiction ("ETJ") of the City, but is not within
its corporate limits. The District is part of a zoned community of approximately 514.394 acres,
as more particularly described in Exhibit "A," which is attached hereto and incorporated herein
for all intents and purposes (the "Property").
2. The City has historically annexed land into its corporate limits before
development of such land has proceeded. However, the City determined that the District can
best proceed pursuant to a development agreement with the developer of land within the
Development (the "Developer") and a strategic partnership agreement (the "Agreement") with
the District within the Development.
3. To provide certainty and order with regard to the conduct of the Development and
the roles of the City, the District and the Developer, the City and the Developer entered into that
certain Development Agreement, dated January 30, 2018 and amended on October 26, 2018 (the
"Development Agreement") to provide for certain terms in connection with the Development. In
addition, the provisions of Tex. Local Gov't Code, §43.0751 (Vernon Supp. 2000) (the "Act")
state that the City and the District may enter into a strategic partnership agreement that provides
for the terms and conditions under which services will be provided and funded by the City and
the District.
4. The District would like to contract with the City to obtain, among other things,
water supply and wastewater treatment services from the City, and the District will, once
confirmed, enter into a utility agreement in substantially the form and content as that which is
attached as Exhibit "B" to the Development Agreement between the City and Lennar Homes of
Texas Land and Construction Ltd. (the "Utility Agreement").
5. The City and the District, after the provision of required notices, held public
hearings in compliance with the Act. Based upon public input received at such hearings, the City
and the District wish to enter into a strategic partnership agreement to provide the terms and
Strategic Partnership Agreement, Page 1
conditions under which services will be provided by the City and the District and under which
the District will continue to exist after the District is annexed for limited purposes.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants,
and conditions contained herein, and other good and valuable consideration, the City and the
District agree as follows:
Article 1
DEFINITIONS
1.01. Definitions. The terms "Act," "City," "Developer," "Development," "Development
Agreement," "District," "BTJ," and "Property" shall have the meanings provided for
them in the Recitals, above. Except as may be otherwise defined, or the context clearly
requires otherwise, capitalized terms and phrases used in this Agreement shall have the
meanings as follows:
Applicable Ordinances shall include the following chapters, articles and/or
sections of the Code of Ordinances, Baytown, Texas, along with all amendments thereto:
➢ Chapter 42 "Health and Sanitation" of the Code of Ordinances, Baytown,
Texas.
➢ Chapter 118 "Signs," Article III "Regulations," Division 4 "Location" of the
Code of Ordinances, Baytown, Texas, along with all other provisions
regulating off -premise signs and digital billboards.
Consent Resolution means the resolution(s), including all attachments and
exhibits passed by the City Council consenting to the creation of and inclusion of land
into the District.
Effective Date and similar references means the date first written above.
Party or Parties means a party or the parties to this Agreement, being the City
and the District.
1.02. Findings and Conclusions. The City and the District hereby find and declare:
a. The Act authorizes the City and the District to enter into this Agreement to define
the terms and conditions under which services to the District will be provided and
under which the District will continue to exist after the tract is annexed for limited
purposes pursuant to this Agreement;
b. This Agreement does not require the District to provide revenue to the City solely
for the purpose of an agreement with the City to forgo annexation of the District;
C. This Agreement provides benefits to the City and the District, including revenue,
services, and/or regulations which are reasonable and equitable with regard to the
benefits provided to the other Party;
Strategic Partnership Agreement, Page 2
d. All the terms and conditions contained in this Agreement are lawful and
appropriate to provide for the provision of municipal services and annexation; and
e. The City and the District negotiated this Agreement by mutual consent; the terms
and conditions of the Agreement are not a result of the City's Annexation Plan or
any arbitration between the City and the District.
Article 2.
LIMITED -PURPOSE ANNEXATION
2.01. Generally. As soon as practicable following the approval of this Agreement by City
Council, as authorized by the Act, the City shall annex the Property for the limited
purposes of applying the Applicable Ordinances within the Property. The District hereby
consents to such annexation for limited purposes regardless of whether the Property is
contiguous or non-contiguous to the corporate boundaries of the City. The Applicable
Ordinances will be applicable to and enforceable in the Property upon the date of limited -
purpose annexation.
2.02. Property Taxes and District Liability for Debts of the City. During the term of this
Agreement, except if annexed for full purposes pursuant to this Agreement, ad valorem
taxes levied by the City will not be levied on taxable property within the District.
2.03. Municipal Court's Jurisdiction. Upon the limited purpose annexation of the Property, the
City's municipal court shall have jurisdiction to adjudicate cases filed under the
Applicable Ordinances arising from actions occurring within the Property.
2.04. Powers and Functions Retained by the District. Except as limited by the Consent
Resolution, the District is authorized to exercise all powers and functions of a municipal
utility district provided by existing law or any amendments or additions thereto. The
District's assets, liabilities, indebtedness, and obligations will remain the responsibility of
the District during the period preceding any full -purpose annexation. Disposition or
acquisition of additional assets, liabilities, indebtedness and obligations will be governed
by the Consent Resolution.
Article 3
MUNICIPAL SERVICES WITHIN THE DISTRICT
3.01. Enforcement of Applicable Ordinances. The City shall apply and enforce the City's
applicable Ordinances within the Property.
3.02. No Further Services. The Parties expressly understand and agree that during the term of
this Agreement, the City will only provide those services necessary to apply and enforce
the City's Applicable Ordinances within the District in accordance with Section 3.01.
The City shall have no obligation to provide or extend any City municipal services not
expressly agreed to herein or otherwise agreed in writing in another agreement.
Strategic Partnership Agreement, Page 3
Article 4.
SALES AND USE TAX AGREEMENT
4.01. Imposition of the Sales and Use Tax. The City and all special districts or entities created
or hereinafter created by the City having within its boundaries the corporate limits of the
City lying within Harris County shall impose a Sales and Use Tax within the Property
upon the limited -purpose annexation of the Property and upon the imposition of any
Sales and Use Tax hereinafter adopted. The Sales and Use Tax shall be imposed on the
receipts from the sale and use at retail of taxable items at the same rate as such tax is
imposed on the receipts from the sale and use at retail of taxable items within the
corporate limits of the City lying within Harris County. The Sales and Use Tax shall take
effect on the date described in Tax Code §321.102 or such other applicable law.
4.02. Notification of Comptroller. The City shall send notice of this Agreement and the
limited -purpose annexation of the District to the Comptroller within three days of the
Implementation Date in the manner provided by Tax Code §321.102. The City shall send
to the District a copy of any notice from the Comptroller delaying the effectiveness of the
Sales and Use Tax in the Property.
4.03. City Audit Rights. The District is required by law to prepare an annual audit within 120
days after the close of the District's fiscal year. The District shall provide a copy of its
annual audit to the City within 30 days after the audit is completed.
Article 5.
FULL -PURPOSE ANNEXATION
5.01. No Full Purpose Annexation During Term of Agreement. The City agrees that it will not
annex all or part of the District or commence any action to annex all or part of the District
for full purposes during the term of this Agreement, except by mutual agreement of the
Parties or in accordance with Section 5.02.
5.02. Full Purpose Annexation at Termination of Agreement. Upon termination of this
Agreement for cause or on or before the third month prior to the expiration of the term or
any extended term hereof, the City Manager shall evaluate and make a recommendation
to the City Council regarding whether the City should:
a. negotiate a new strategic partnership agreement with the District,
b. annex the District for full purposes upon the termination of this Agreement, and
dissolve the District,
C. annex the land within the District for full purposes upon termination of this
Agreement and allow the District to remain in place as an in -city municipal utility
district for the sole purpose of owing and maintaining the District's Detention
Facilities, or
d. allow this Agreement to expire.
If the City Council desires to pursue one of the above -referenced options the City shall
begin proceedings as applicable and this Agreement shall be construed as a valid petition
Strategic Partnership Agreement, Page 4
for annexation. If the City Council does not desire to pursue one of the above -referenced
options, the City may begin proceedings to disannex the Property for limited purposes if
authorized under the applicable provisions of the Local Government Code. If the City
decides to annex or disannex the Property, the City may institute proceedings to
accomplish such annexation or disannexation to be effective upon the termination of this
Agreement.
Article 6.
SERVICES PROVIDED BY THE DISTRICT
6.01. Water and Wastewater Facilities. The District will develop, own, operate and maintain
a water and wastewater systems in the District and the Property. The City shall provide
all water and sewer capacities for the Development pursuant to the terms of the Utility
Agreement. The City may periodically inspect the District's water, wastewater and
drainage facilities.
6.02 Stormwater Facilities. The District will develop, own, operate and maintain a drainage
system in the District and the Property. The drainage facilities that will be constructed to
serve the District will include wet and dry detention basins, open channels, pump
stations, outfall structures, and other control structures or appurtenances related thereto
(the "District's Detention Facilities"). The District will own and maintain the District's
Detention Facilities prior to annexation by the City. At the time of annexation by the
City, the City, at its sole discretion, may allow the district to remain as an in -city
municipal utility district for the sole purpose of owning and maintaining the District's
Detention Facilities or may require that the District's Detention Facilities be conveyed to
a homeowners' association or other association that exists in perpetuity prior to
annexation by the City for ownership and maintenance of the District's Detention
Facilities. The City will have no responsibilities with respect thereto.
Article 7
DEFAULT, NOTICE AND REMEDIES
7.01. Notice of District's Default.
a. The City shall notify the District in writing of an alleged failure by the District to
comply with a provision of this Agreement, describing the alleged failure with
reasonable particularity. The District shall, within 30 days after receipt of the
notice or a longer period of time as the City may specify in the notice, either cure
the alleged failure or, in a written response to the City, either present facts and
arguments in refutation or excuse of the alleged failure or state that the alleged
failure will be cured and set forth the method and time schedule for
accomplishing the cure.
b. The City shall determine (i) whether a failure to comply with a provision has
occurred; (ii) whether the failure is excusable; and (iii) whether the failure has
Strategic Partnership Agreement, Page 5
been cured or will be cured by the District. The District shall make available to
the City, if requested, any records, documents or other information necessary to
make the determination.
C. If the City determines that the failure has not occurred, or that the failure either
has been or will be cured in a manner and in accordance with a schedule
reasonably satisfactory to the City, or that the failure is excusable, the
determination shall conclude the investigation.
d. If the City determines that a failure to comply with a provision has occurred and
that the failure is not excusable and has not been or will not be cured by the
District in a manner and in accordance with a schedule reasonably satisfactory to
the City, then the City may exercise the applicable remedy under Section 7.03.
7.02. Notice of City's Default.
a. The District shall notify the City Manager in writing specifying any alleged
failure by the City to comply with a provision of this Agreement, describing the
alleged failure with reasonable particularity. The City shall, within 30 days after
receipt of the notice or the longer period of time as the District may specify in the
notice, either cure the alleged failure or, in a written response to the District,
either present facts and arguments in refutation or excuse of the alleged failure or
state that the alleged failure will be cured and set forth the method and time
schedule for accomplishing the cure.
b. The District shall determine (i) whether a failure to comply with a provision has
occurred; (ii) whether the failure is excusable; and (iii) whether the failure has
been cured or will be cured by the City. The City shall make available to the
District, if requested, any records, documents or other information necessary to
make the determination.
C. If the District determines that the failure has not occurred, or that the failure either
has been or will be cured in a manner and in accordance with a schedule
reasonably satisfactory to the District, or that the failure is excusable, the
determination shall conclude the investigation.
d. If the District determines that a failure to comply with a provision has occurred
and that the failure is not excusable and has not been or will not be cured by the
City in a manner and in accordance with a schedule reasonably satisfactory to the
District, then the District may exercise the applicable remedy under Section 7.03.
7.03. Remedies. In the event it is determined that a default has occurred under Section 7.01(d)
or Section 7.02(d), the remedies of the non -defaulting Party shall be limited to any of the
following:
Strategic Partnership Agreement, Page 6
a. If the City determines that the District has committed a breach of this Agreement,
the City may, and the District explicitly recognizes the City's right to, terminate
service under this Agreement and to seek all remedies at law or in equity
necessary to enforce the provision(s) violated. Termination of service pursuant to
this article shall not limit the City's remedies at law or in equity, including
termination of this Agreement or the Development Agreement and annexation of
the Property for full purposes.
b. Injunctive relief specifying the actions to be taken by the defaulting Party to cure
the default or otherwise comply with its obligations hereunder. Injunctive relief
shall be directed solely to the default and shall not address or include any activity
or actions not directly related to the default.
C. If the District determines that the City has committed a breach of this Agreement,
the District may file suit in a court of competent jurisdiction in Harris County,
Texas, and seek any relief available at law or equity, including but not limited to,
an action under the Uniform Declaratory Judgement Act in addition to the
monetary awards as may be appropriate.
Article 8.
NHSCELLANEOUS
8.01. Beneficiaries. This Agreement shall bind and inure to the benefit of the Parties, their
successors and assigns, as well as the special districts created by the City and imposing a
sales and use tax within hat portion of the City lying within Harris County. The District
shall record this Agreement with the County Clerk in the Official Records of Harris
County, and shall bind and benefit each owner and each future owner of land included
within the District's boundaries in accordance with Tex. Local Gov't Code, §43.0751(c).
8.02. Term. This Agreement shall commence and bind the Parties on the Effective Date and
shall remain in effect for an initial term of 30 years unless earlier terminated. This
Agreement shall be automatically extended for additional five (5) year terms unless either
party gives written notice of termination three months prior to the date of any such
automatic extension. However, both parties expressly understand and agree that should
any portion of the property involved in this Agreement become annexed by the City of
Baytown for full purposes, this Agreement may terminate with respect to such area at the
sole option of the City.
8.03. Restrictions on Tax Rate. The District shall maintain a minimum tax rate (debt
service tax plus operation and maintenance tax) such that the District's tax is greater than
the City's tax rate (currently $0.82203 per $100 of valuation) by a minimum of the
operation and maintenance tax rate. Should the value within the District increase such
that the combined tax rate could be lowered, the District will accelerate the bond
redemption rate. The City and the District agree that the tax burden on the residents
within the District will decrease upon the City's annexation. The Parties agree that
should the City Council elect for the District to continue after full -purpose annexation,
Strategic Partnership Agreement, Page 7
the District's operation and maintenance tax may continue to be assessed for the operation
and maintenance of the District's Detention Facilities; provided that the tax burden on the
residents within the District will decrease upon annexation.
8.04. Force Majeure. In the event any party is rendered unable, wholly or in part, by force
majeure to carry out any of its obligations under this Agreement, it is agreed that on such
party's giving notice and full particulars of such force majeure in writing or by telegraph
to the other party as soon as possible after the occurrence of the cause relied upon, then
the obligations of the party giving such notice, to the extent it is affected by force
majeure 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 but
for no longer period. Such cause shall as far as possible be remedied with all reasonable
dispatch.
The term "force majeure" as used herein, shall include, but not be limited to acts of God,
strikes, lockouts or other industrial disturbances, acts of the public enemy, war,
blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires,
storms, floods, washouts, droughts, tornadoes, hurricanes, arrests and restraints of
governments and people, explosions, breakage or damage to machines or pipelines and
any other inabilities of either party, whether similar to those enumerated or otherwise and
not within the control of the parties claiming such inability, which by the exercise of due
diligence and care such party could not have avoided.
It is understood and agreed that the settlement of strikes or lockouts shall be entirely
within the discretion of the party having the difficulties, and the above -referenced
requirement that any force majeure be remedied with all reasonable dispatch shall not
require the settlement of strikes or lockouts by acceding to demands of the opposing party
when such course is inadvisable in the discretion of the party having the difficulty.
8.05. Notice. Any notices or other communications (a "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, (i) by delivering the same in person
(ii) by depositing the same in the United States Mail, certified or registered, return receipt
requested, postage prepaid, addressed to the Party to be notified, or (iii) 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 (iv) by sending the same by
telefax with confirming copy sent by mail. Notice shall be deemed effective 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:
Com: City of Baytown
2401 Market Street
Baytown, Texas 77520
Attn: City Manager
District: Harris County Municipal Utility District No.213-A
c/o Coats Rose P.C.
Strategic Partnership Agreement, Page 8
9 Greenway Plaza, Suite 1000
Houston, Texas 77046
Attn: Timothy G. Green
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 five 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.
8.06. Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
8.07. Severability. All parties agree that should any provision of this Agreement be determined
to be invalid or unenforceable then, such determination shall not affect any other term of
this Agreement, which shall continue in full force and effect.
8.08. Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party
of any material 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.
8.09. 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.
Venue shall be in Harris County, Texas.
8.10. Reservation of Rights. To the extent not inconsistent with this Agreement, each Party
reserves all rights, privileges, and immunities under applicable laws.
8.11. 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 carry
out the terms of this Agreement.
8.12. Incorporation of Exhibits and Other Documents by Reference. All Exhibits and other
documents attached to or referred to in this Agreement are incorporated herein by
reference for the purposes set forth in this Agreement.
8.13. Effect of State and Federal Laws. Notwithstanding any other provision of this
Agreement, the District shall comply with all applicable laws, rules, and regulations of
the United States and the State of Texas, Harris County and the City as such laws, rules
and regulations no exist or as may be hereinafter amended.
8.14. Entire Agreement. This Agreement, including the exhibits hereto, contains all the
agreements between the parties hereto with respect to the strategic partnership and may
Strategic Partnership Agreement, Page 9
not be modified orally or in any other manner other than by an agreement in writing,
signed by all the parties hereto or their respective successors in interest.
8.15. Headings. The headings as to contents or particular articles or sections herein are
inserted only for convenience, and they are in no way to be construed as a part of this
Agreement or as a limitation on the scope of the particular sections to which they refer.
8.16. Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall
not be construed for or against any party hereto on the basis that such party did or did not
author the same.
8.17. Agreement Read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
8.18. Multiple 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.
8.19 Authority for Execution. The City hereby certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City
Charter and City ordinances. The District hereby certifies, represents, and warrants that
the execution of this Agreement is duly authorized and adopted by the Board of Directors
of the District.
Strategic Partnership Agreement, Page 10
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement
effective as of the date first written above.
CITY OF BAYTOWN, TEXAS
BRANDON CAPETILLO, Mayor
ATTEST:
LETICIA BRYSCH, City Clerk
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was affirmed and acknowledged before me on the day of
—by , and of
City of Baytown Texas, on behalf of said city.
(SEAL)
Strategic Partnership Agreement, Page 11
Notary Public in and for the
State ofTEXAS
HARRIS COUNTY MUNICIPAL UTILITY
DISTRICT NO. 213-A
1.
esident, Board of t s
ATTEST:
By:
Secretalvloard of Directors
THE STATE OF TEXAS
COUNTY OF HARRIS
This ' strument affirmed d acknowledged bef re me on thedi day of �V��ato� b
byj J, , and w.�IfZ, * of Harris
County Municipal tylity District No. 213-A, and in the capacit herein stated.
'A
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�otl= RoSERTS•JENOIS Notary Public in and for the
128848107 State of T E X A S
'A Y NOTARPUSLISC STATE OF TEXAS
OFr MY COMMISSION EXPIRES 1
JULY 5, 2020'���
Strategic Partnership A recment, Page 12
HARRIS COUNTY MUNICIPAL UTILITY
DISTRICT NO. 213-A
LN
ATTEST:
Lo
Secretary, Board of Directors
THE STATE OF TEXAS
COUNTY OF HARRIS
President, Board of Directors
This instrument was affirmed and acknowledged before me on the day of
by , , and of Harris
County Municipal Utility District No. 213-A, and in the capacity herein stated.
(SEAL)
Strategic Partnership Agreement, Page 12
Notary Public in and for the
State ofTEXAS
EXHIBIT "A"
514.394 ACRES
A compilation of 6 tracts totaling 514.394 acres in the Talcott Patching Survey, Abstract No. 620, in
Harris County, Texas, being further described by metes & bounds below:
Tract 1:
A METES & BOUNDS description of a certain 65.604 acre tract of land situated in the Talcott Patching
Survey, Abstract No. 620, in Harris County, Texas, being part of the residue of a called 309.7686 acre
tract of land described as Tract Two in the deed to Garth-Wallisville, LTD, recorded in Clerk's File
Number 20090462192 of the Harris County Official Public Records of Real Property; said 65.604 acre
tract being more particularly described as follows with all bearings being based on the Texas Coordinate
System, South Central Zone, NAD 83;
BEGINNING at a 5/8 -inch iron rod with 5&V plastic cap found for the northwest corner of a called 13.860
acre tract of land described in the deed to Sowell Wallisville Partners, LP, recorded in Clerk's File
Number 20110485127 of the Harris County Official Public Records of Real Property;
THENCE, South 26 Degrees 57 Minutes 03 Seconds East, with the westerly line of said 13.860 acres, a
distance of 832.92 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set for
corner;
THENCE, South 47 Degrees 33 Minutes 21 Seconds West, continuing with said westerly line, a distance
of 651.92 feet to a 5/8 -inch iron rod with S&V plastic cap found for the southwest corner of said 13.860
acres;
THENCE, South 61 Degrees 19 Minutes 46 Seconds East, with the southerly line of said 13.860 acres, a
distance of 1342.78 feet to a 5/8 -inch iron rod found for the southeast corner of said 13.860 acres, also
being in the westerly line of a 150 -foot wide Houston Lighting and Power easement recorded in Volume
3021, Page 30 of the Harris County Deed Records;
THENCE, South 26 Degrees 57 Minutes 01 Seconds East, with the westerly line of said 150 -foot
easement, a distance of 403.79 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property
corner") set in the northerly right-of-way line of Wallisville Road (right-of-way varies), common with the
southerly line of said 309.7686 acres;
THENCE, South 86 Degrees 58 Minutes 43 Seconds West, with said common line, a distance of 1603.78
feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
Exhibit "A," Pagel
THENCE, North 03 Degrees 04 Minutes 58 Seconds West, continuing with said common line, a distance
of 11.34 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
THENCE, South 86 Degrees 55 Minutes 02 Seconds West, continuing with said common line, a distance
of 301.84 feet to a 3/4 -inch iron rod (with cap stamped "JonesiCarter property corner") set in the
easterly right-of-way line of Haney Road (a 70 -foot right-of-way) and being the southwest corner of said
309.7686 acres;
THENCE, North 12 Degrees 53 Minutes 18 Seconds West, with said easterly right-of-way line, common
with the westerly line of said 309.7686 acres, a distance of 1587.91 feet to a set 3/4 -inch iron rod (with
cap stamped "JonesICarter property corner") at the southwest corner of a called 36.93 acre tract of
land described in the deed to the Coastal Industrial Water Authority, recorded in Clerk's File Number
D838008 of the Harris County Official Public Records of Real Property, common with the northwest
corner of said 309.7686 acres;
THENCE, North 17 Degrees 27 Minutes 36 Seconds East, with the southerly line of said 36.93 acres,
common with the northerly line of said 309.7686 acres, a distance of 142.41 feet to a 5/8 -inch iron rod
with Land Tech plastic cap, found at the beginning of a non -tangent curve to the left;
THENCE, continuing with said common line and non -tangent curve turning to the left, having a radius of
1386.00 feet, a chord bearing of North 46 Degrees 08 Minutes 27 Seconds East, a chord length of 483.40
feet and an arc length of 485.88 feet, to a found 5/8 -inch iron rod;
THENCE, North 36 Degrees 04 Minutes 39 Seconds East, continuing with said common line, a distance of
566.89 feet to a found 5/8 -inch iron rod;
THENCE, South 53 Degrees 56 Minutes 59 Seconds East, continuing with said common line, a distance of
114.00 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set for corner;
THENCE, North 35 Degrees 07 Minutes 01 Seconds East, continuing with said common line, a distance of
263.07 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set in the westerly
line of said 150 -foot easement;
THENCE, South 26 Degrees 57 Minutes 01 Seconds East, with the westerly line of said 150 -foot
easement a distance of 356.26 feet to a 5/8 -inch iron rod with S&V plastic cap found at the northeast
corner of said 13.860 acres;
THENCE, South 76 Degrees 25 Minutes 37 Seconds West, with the northerly line of said 13.860 acres, a
distance of 133.63 feet to the POINT OF BEGINNING, CONTAINING 65.604 acres of land in Harris
County, Texas, as shown on Drawing No. 11216 in the office of Jones I Carter in Bellaire, Texas.
Tract 2:
A METES & BOUNDS description of a certain 107.208 acre tract of land situated in the Talcott Patching
Survey, Abstract No. 620, in Harris County, Texas, being part of the residue of a called 309.7686 acre
tract of land described as Tract Two in the deed to Garth Wallisville, LTD, recorded in Clerk's File
Exhibit "A." Page 2
Number 20090462192 of the Harris County Official Public Records of Real Property; said 107.208 acre
tract being more particularly described as follows with all bearings being based on the Texas Coordinate
System, South Central Zone, NAD 83;
BEGINNING at a 1/2 -inch iron rod found for the southwest corner of a called 15.0000 acre tract of land
described in the deed to Goose Creek, I.S.D., recorded in Clerk's File Number G812757 of the Harris
County Official Public Records of Real Property;
THENCE, South 89 Degrees 12 Minutes 40 Seconds East, with the southerly line of said 15.0000 acres, a
distance of 1168.52 feet to a 5/8 -iron rod with plastic cap found at the southeast corner of said 15.0000
acres and being in the westerly right-of-way line of Garth Road (right-of-way varies), common with the
easterly line of said 309.7686 acres;
THENCE, South 10 Degrees 54 Minutes 06 Seconds East, with said common line, a distance of 122.38
feet to a 5/8 -inch iron rod with Terra plastic cap found for corner;
THENCE, North 89 Degrees 36 Minutes 07 Seconds West, continuing with said common line, a distance
of 10.38 feet to a 5/8 -inch iron rod with Costello plastic cap found for corner,
THENCE, South 10 Degrees 54 Minutes 11 Seconds East, continuing with said common line, a distance of
19.32 feet to a 5/8 -inch iron rod with Cob plastic cap found at the northeast corner of a called 106.85
acre tract of land described in the deed to Castlerock Communities, LP, recorded in Clerk's File Number
20150041623 of the Harris County Official Public Records of Real Property;
THENCE, South 80 Degrees 25 Minutes 52 Seconds West, with the northerly line of said 106.85 acres, a
distance of 6.10 feet to a found 5/8 -inch iron rod with Cob plastic cap;
THENCE, North 89 Degrees 12 Minutes 59 Seconds West, continuing with said northerly line, a distance
of 2176.58 feet to a found 5/8 -inch iron rod with Cob plastic cap;
THENCE, South 76 Degrees 25 Minutes 01 Seconds West, continuing with said northerly line, a distance
of 503.99 feet to a found 5/8 -inch iron rod with Cob plastic cap;
THENCE, South 63 Degrees 23 Minutes 29 Seconds West, continuing with said northerly line, a distance
of 28.75 feet to a 5/8 -inch iron rod with Cob plastic cap found at the northwest corner of said 106.85
acres and being in the easterly line of a 150 -foot wide Houston Lighting and Power easement recorded
in Volume 3021, Page 30 of the Harris County Deed Records;
THENCE, North 26 Degrees 57 Minutes 01 Seconds West, with said easterly line, a distance of 499.42
feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set in the southerly line of
a called 36.93 acre tract of land described in the deed to the Coastal Industrial Water Authority,
recorded in Clerk's File Number D838008 of the Harris County Official Public Records of Real Property;
THENCE, North 35 Degrees 07 Minutes 01 Seconds East, with said southerly line, a distance of 2342.65
feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
Exhibit "A," Page 3
THENCE, North 53 Degrees 56 Minutes 59 Seconds West, continuing with said southerly line, a distance
of 70.00 feet to a found 5/8 -inch iron rod with Landtech plastic cap;
THENCE, North 36 Degrees 02 Minutes 26 Seconds East, continuing with said southerly line, a distance
of 892.80 feet to a 3/4 -inch iron rod (with cap stamped "JonesICarter property corner") set at the
beginning of a non -tangent curve to the right;
THENCE, continuing with said southerly line and said non tangent curve turning to the right, having a
radius of 815.00 feet, a chord bearing of North 54 Degrees 17 Minutes 26 Seconds East, a chord length
of 510.30 feet and an arc length of 519.03 feet, to a found 5/8 -inch iron rod;
THENCE, South 60 Degrees 55 Minutes 06 Seconds East, continuing with said southerly line, a distance of
56.73 feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
THENCE, South 10 Degrees 54 Minutes 06 Seconds East, departing said southerly line and over and
across said 309.7686 acres, a distance of 2169.57 feet to a set 3/4 -inch iron rod (with cap stamped
"Jones I Carter property corner");
THENCE, North 79 Degrees 05 Minutes 54 Seconds East, continuing over and across said 309.7686 acres,
a distance of 20.00 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set in
the westerly right-of-way line of said Garth Road;
THENCE, South 10 Degrees 54 Minutes 06 Seconds East, with said right-of-way line, a distance of 123.44
feet to a 5/8 -inch iron rod found at the northeast corner of a called 5.0000 acre tract of land described
in the deed to Goose Creek, I.S.D., recorded in Clerk's File Number G873953 of the Harris County Official
Public Records of Real Property
THENCE, South 79 Degrees 06 Minutes 26 Seconds West, with the northerly line of said 5.0000 acres, a
distance of 1002.22 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set at
the northwest corner of said 5.0000 acres;
THENCE, South 00 Degrees 48 Minutes 26 Seconds West, with the westerly line of said 5.0000 and
15.0000 acres, a distance of 700.00 feet to the POINT OF BEGINNING, CONTAINING 107.208 acres of
land in Harris County, Texas, as shown on Drawing No. 11216 in the office of Jones ICarter in Bellaire,
Texas.
Tract 3:
A METES & BOUNDS description of a certain 263.445 acre tract of land situated in the Talcott Patching
Survey, Abstract No. 620, in Harris County, Texas, being part of the residue of a called 348.0163 acre
tract of land described as Tract One in the deed to Garth Wallisville, LTD, recorded in Clerk's File Number
20090462192 of the Harris County Official Public Records of Real Property; said 263.445 acre tract being
more particularly described as follows with all bearings being based on the Texas Coordinate System,
South Central Zone, NAD 83;
Exhibit "A," Page 4
COMMENCING at a 3/4 -inch iron rod found at the northwest corner of said 348.0163 acres, common
with the southwest corner of a called 89.1 acres tract of land described in the deed to George Hamman,
recorded in Volume 1054, Page 259 of the Harris County Deed Records and being in the easterly right-
of-way line of Haney Road (a 70 -foot right-of-way);
THENCE, North 77 Degrees 35 Minutes 13 Seconds East, with the southerly line of said 89.1 acres,
common with the northerly line of said 348.0163 acres, a distance of 253.78 feet;
THENCE, South 12 Degrees 24 Minutes 47 Seconds East, a distance of 20.00 feet to a 3/4 -inch iron rod
(with cap stamped "Jones I Carter property corner") set in the easterly line of a 150 -foot wide Houston
Lighting and Power easement recorded in Volume 3021, Page 30 of the Harris County Deed Records and
being the POINT OF BEGINNING of the herein described tract;
THENCE, North 77 Degrees 35 Minutes 13 Seconds East, over and across said 348.0163 acres, a distance
of 3806.48 feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
THENCE, South 57 Degrees 03 Minutes 09 Seconds East, continuing over and across said 348.0163 acres,
a distance of 140.51 feet to a set 3/4 -inch iron rod (with cap stamped "Jones Carter property corner");
THENCE, North 77 Degrees 30 Minutes 45 Seconds East, continuing over and across said 348.0163 acres,
a distance of 237.81 feet to a set 3/4 -inch iron rod (with cap stamped "Jones Carter property corner");
THENCE, South 10 Degrees 54 Minutes 06 Seconds East, continuing over and across said 348.0163 acres,
a distance of 1932.83 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set
in the northerly line of a called 36.93 acre tract of land described in the deed to the Coastal Industrial
Water Authority, recorded in Clerk's File Number D838008 of the Harris County Official Public Records of
Real Property, common with the southerly line of said 348.0163 acres;
THENCE, South 37 Degrees 33 Minutes 33 Seconds West, with said common line, a distance of 90.02
feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") at the beginning of a
non -tangent curve to the left;
THENCE, continuing with said common line and non -tangent curve turning to the left, having a radius of
1014.00 feet, a chord bearing of South 54 Degrees 16 Minutes 43 Seconds West, a chord length of
634.92 feet and an arc length of 645.78 feet, to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter
property corner");
THENCE, South 36 Degrees 03 Minutes 51 Seconds West, continuing with said common line, a distance
of 517.88 feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
THENCE, South 46 Degrees 49 Minutes 36 Seconds West, continuing with said common line, a distance
of 381.60 feet to a set 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner");
THENCE, South 36 Degrees 43 Minutes 26 Seconds West, continuing with said common line, a distance
of 2135.90 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set in the
easterly line of said 150 -foot wide Houston Lighting and Power easement;
Exhibit "A," Page 5
THENCE, North 26 Degrees 57 Minutes 01 Seconds West, with said easterly line, a distance of 4418.31
feet to the POINT OF BEGINNING, CONTAINING 263.445 acres of land in Harris County, Texas, as shown
on Drawing No. 11216 in the office of Jones I Carter in Bellaire, Texas.
Tract 4A:
A METES & BOUNDS description of a certain 62.431 acre tract of land situated in the Talcott Patching
Survey, Abstract No. 620, in Harris County, Texas, being part of the residue of a called 348.0163 acre
tract of land described as Tract One in the deed to Garth Wallisville, LTD, recorded in Clerk's File Number
20090462192 of the Harris County Official Public Records of Real Property; said 62.431 acre tract being
more particularly described as follows with all bearings being based on the Texas Coordinate System,
South Central Zone, NAD 83;
BEGINNING at a 3/4 -inch iron rod found at the northwest corner of said 348.0163 acres, common with
the southwest corner of a called 89.1 acres tract of land described in the deed to George Hamman,
recorded in Volume 1054, Page 259 of the Harris County Deed Records and being in the easterly right-
of-way line of Haney Road (a 70 -foot right-of-way);
THENCE, North 77 Degrees 35 Minutes 13 Seconds East, with the southerly line of said 89.1 acres,
common with the northerly line of said 348.0163 acres, a distance of 94.15 feet to a 3/4 -inch iron rod
(with cap stamped "Jones I Carter property corner") set in the westerly line of a 150 -foot wide Houston
Lighting and Power easement recorded in Volume 3021, Page 30 of the Harris County Deed Records;
THENCE, South 26 Degrees 57 Minutes 01 Seconds East, with said westerly line, a distance of 4552.09
feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set in the northerly line of
a called 36.93 acre tract of land described in the deed to the Coastal Industrial Water Authority,
recorded in Clerk's File Number D838008 of the Harris County Official Public Records of Real Property;
THENCE, South 36 Degrees 43 Minutes 26 Seconds West, with said northerly line, a distance of 672.23
feet to a 5/8 -inch iron rod with landtech plastic cap found for the northeast corner of a called 1.899 acre
tract of land described in the deed to the San Jacinto River Authority, recorded in Clerk's File Number
20150508810 of the Harris County Official Public Records of Real Property;
THENCE, South 76 Degrees 55 Minutes 35 Seconds West, with the northerly line of said 1.899 acres, a
distance of 240.00 feet to a found 5/8 -inch iron rod with cap;
THENCE, South 20 Degrees 47 Minutes 18 Seconds West, continuing with said northerly line, a distance
of 239.00 feet to a found 5/8 -inch iron rod with cap;
THENCE, South 76 Degrees 26 Minutes 44 Seconds West, continuing with said northerly line, a distance
of 188.03 feet to a 3/4 -inch iron rod (with cap stamped "Jones i Carter property corner") set in the
easterly right-of-way line of Haney Road (a 70 -foot right-of-way);
Exhibit "A," Page 6
THENCE, North 12 Degrees 53 Minutes 18 Seconds West, with said easterly right-of-way line, common
with the westerly line of said 348.0163 acres, a distance of 4603.46 feet to the beginning of a curve to
the left, from which a found 5/8 -inch iron rod bears North 46 Degrees 42 Minutes 52 Seconds East, a
distance of 1.12 feet;
THENCE, with said common line and curve turning to the left, having a radius of 858.85 feet, a chord
bearing of North 28 Degrees 42 Minutes 16 Seconds West, a chord length of 468.16 feet and an arc
length of 474.16 feet to the POINT OF BEGINNING, CONTAINING 62.431 acres of land in Harris County,
Texas, as shown on Drawing No. 11216 in the office of Jones I Carter in Bellaire, Texas.
Tract 413:
A METES & BOUNDS description of a certain 1.846 acre tract of land situated in the Talcott Patching
Survey, Abstract No. 620, in Harris County, Texas, being part of the residue of a called 348.0163 acre
tract of land described as Tract One in the deed to Garth Wallisville, LTD, recorded in Clerk's File Number
20090462192 of the Harris County Official Public Records of Real Property; said 1.846 acre tract being
more particularly described as follows with all bearings being based on the Texas Coordinate System,
South Central Zone, NAD 83;
BEGINNING at a 5/8 -inch iron rod with plastic cap found at the southwest corner of a called 1.899 acre
tract of land described in the deed to the San Jacinto River Authority, recorded in Clerk's File Number
20150508810 of the Harris County Official Public Records of Real Property and being in the easterly
right-of-way line of Haney Road (a 70 -foot right-of-way);
THENCE, North 76 Degrees 26 Minutes 40 Seconds East, with the southerly line of said 1.899 acres, a
distance of 475.93 feet to a 3/4 -inch iron rod (with cap stamped "Jones I Carter property corner") set at
the southeast corner of said 1.899 acres and being in the northerly line of a called 36.93 acre tract of
land described in the deed to the Coastal Industrial Water Authority, recorded in Clerk's File Number
D838008 of the Harris County Official Public Records of Real Property;
THENCE, South 36 Degrees 04 Minutes 42 Seconds West, with said northerly line, a distance of 141.03
feet to a found 5/8 -inch iron rod at the beginning of a non -tangent curve to the right;
THENCE, continuing with said northerly line and non -tangent curve turning to the right, having a radius
of 1210.00 feet, a chord bearing of South 43 Degrees 02 Minutes 51 Seconds West, a chord length of
294.82 feet and an arc length of 295.56 feet, to a found 5/8 -inch iron rod;
THENCE, South 77 Degrees 13 Minutes 30 Seconds West, a distance of 125.28 feet to a 5/8 -inch iron rod
found in the easterly right-of-way line of said Haney Road, common with the westerly line of said
348.0163 acres;
THENCE, North 12 Degrees 53 Minutes 18 Seconds West, with said common line, a distance of 251.93
feet to the POINT OF BEGINNING, CONTAINING 1.846 acres of land in Harris County, Texas, as shown on
Drawing No. 11216 in the office of Jones ICarter in Bellaire, Texas.
Exhibit "A." Page 7
Tract 5:
Harris County MUD 213-A
13.860 Acres
STATE OF TEXAS 9
COUNTY OF HARRIS 4
Talcott Patching Survey, A 620
A METES & BOUNDS description of a certain 13.860 acre tract of land situated In the Talcott Patching Survey,
Abstract No 620, In Harris County, Texas, said 13.860 acre tract being more particularly described as fol'ows
with all bearings being based on the Texas Coordinate System, South Central Zone, HAD 83,
COMMENCING at a found 5/8 -inch iron rod found at the northwest corner of a called 106.65 acre tract of
land recorded in Clerks File Number 20150041623 of the Harris County Official Public Records of Rea!
Property;
THENCE, South 88 Degrees 34 Minutes S6 Seconds West, a distance of 166.24 feet to the POINT OF
BEGINNING of the herein descr bed tract;
THENCE, South 26 Degrees 57 Minutes 06 Seconds East, a distance of 2084.38 feet to a po nt for corner,
THENCE, North 61 Degrees 19 Minutes 51 Seconds West, a distance of 1342.78 feet to a pont for corner
THENCE, North 47 Degrees 33 Minutes 16 Seconds East, a distance of 651.92 feet to a point for corner.
THENCE, North 26 Degrees 57 Minutes 08 Seconds West, a distance of 832.92 feet to a point for corner.
THENCE, North 76 Degrees 25 Minutes 32 Seconds East, a distance of 133.63 feet to the POINT OF
BEGINNING, CONTAINING 13.860 acres of land in Harris County, Texas
This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey,
and is not to be used to convey or estab!,sh interests in rea; property except those rights and interests
Implied or established by the creation or reconfiguration of the poiticai subdivrston for which it was
prepared.
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Strategic Partnership Agreement, Page 8
41;
CRegistered
Acting By/Through Jeromy Alvin Chandler
rl��
Professional Land Surveyor
~
No. 5755
:
..................... ALMN CH MOLE
Jones i Carter
5755 ....v,..
!7,
6330 West Loop South, Suite 150
p' ESS ti S
SUR
Bel acre, Texas 77401
(713)777-5337
Texas Board of Professional Land Surveying
Registration No. 10046100
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