Ordinance No. 14,041ORDINANCE NO. 14,041
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING THE DECLARATIONS OF COVENANTS, CONDITIONS,
RESTRICTIONS, AND EASEMENTS FOR 172 ACRES SITUATED IN
CHAMBERS COUNTY, TEXAS, OWNED BY AMERIPORT, 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 approves the
Declarations of Covenants, Conditions, Restrictions and Easements for 172 acres situated in
Chambers County, Texas, owned by AmeriPort, LLC. Said Declarations of Covenants, Conditions,
Restrictions and Easements are attached hereto as Exhibit "A" and incorporated herein for all intents
and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 28 h day of March, 2019.
BRANDON CAPETILLO, Mayor
APPROVED AS TO FORM:
NACIO RAMIREZ, gf., City Attorney
RAKarenTiles City Council Ordinances\2019\March 28WpprovalofDeclarations4Amenport doc
Exhibit "A"
DECLARATION OF COVENANTS, CONDITIONS,
RESTRICTIONS AND EASEMENTS
This Declaration of Covenants, Conditions, Restrictions and Easements (as amended from
time to time, this "Declaration") is made effective as of , 2019, by
AMERIPORT, LLC, a Texas limited liability company (together with its successors and assigns,
the "Declarant").
RECITALS:
A. Declarant is the owner of those certain tracts of land totaling approximately 172 acres
situated in Chambers County, Texas, more particularly described on Exhibit A annexed
hereto (collectively, the "Property').
B. Declarant desires to create and carry out a general and uniform plan for the improvement,
development, maintenance, and use of the Property for the mutual benefit of the Owners,
on the terms and conditions thereinafter set forth.
AGREEMENTS:
NOW, THEREFORE, Declarant hereby adopts the following covenants, conditions,
restrictions, easements and other agreements, which shall run with the Property and bind all
Owners (hereinafter defined) and inure to the benefit of each Owner:
ARTICLE 1
DEFINITIONS
1.1 "Access Openings" has the meaning set forth in Section 9.1(a).
1.2 "Additional Land" has the meaning set forth in Section 14.4.
1.3 "Affiliate" means, as to any Person, any other non -individual Person directly or
indirectly controlling, controlled by or under common control with such Person.
1.4 "Annual Assessment" has the meaning set forth in Section 11.1.
1.5 "Applicable Law" means the laws, rules, ordinances, regulations, and orders of
the State of Texas or other Governmental Authority, which are deemed applicable to all land
and/or Additional Land subject to this Declaration.
1.6 "Appointed Board" has the meaning set forth in Section 10.1.
1.7 "ARC" and "Architectural Review Committee" have the meanings set forth in
Section 3.1.
1.8 "Assessments" means, collectively, Annual Assessments and Special
Assessments.
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1.9 "Association" means AmeriPort East POA INC., a Texas non-profit corporation,
and the successors and assigns of such corporation.
1.10 "Benefited Owner" has the meaning set forth in Section 9.2.
1.11 "Board" or "Board of Directors" means the board of directors of the
Association.
1.12 "Bylaws" means the Bylaws of the Association, as amended from time to time
1.13 "CCAD" means the Chambers County Appraisal District.
1.14 "C!" means the City of Baytown, Texas, a home —rule municipal corporation
located in Harris and Chambers Counties, Texas.
1.15 "City Manager" means the City Manager of the City or the City Manager's
designee.
1.16 "Code" has the meaning set forth in Section 7.1(b).
1.17 "Common Drivewav(s)" means the driveway(s) and related driveway
improvements, including paving, curbing, entrances, and exits for motor vehicle access, ingress,
and egress, on and through the Parcels shown on the Site Plan as a common driveway
1.18 "Control Period" means the period commencing on the date this Declaration is
recorded in the Records and ending on the earliest to occur of (i) the date Declarant no longer
owns any Parcel within the Property, (ii) the date Declarant records a document in the Records
assigning its rights under this Declaration to the Association and (iii) the date Declarant records a
document in the Records stating that Declarant declares the Control Period to be terminated.
1.19 "Declarant" has the meaning set forth in the preamble hereto.
1.20 "Declaration" has the meaning set forth in the preamble hereto.
1.21 "Design Standards" has the meaning set forth in Section 4.3(d).
1.22 "Governmental Authority" means the City, Chambers County, Texas or any
other governmental authority having jurisdiction over the Property, including, without limitation,
any utility district, water district or drainage district.
1.23 "Greenbelt Reserve" means the portion of the Parkway Protective Zone within
50 feet of the right-of-way line of the Parkway, as currently situated as of the date of this
Declaration and shown on Exhibit C annexed hereto. The boundaries of the Greenbelt Reserve
shall not be enlarged or otherwise affected by any Parkway Expansion.
1.24 "IDA" has the meaning set forth in Section 7.2(a).
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1.25 "Maintenance Fund" means any accumulation of (i) Annual Assessments,
(ii) Special Assessments and (iii) interest, penalties, and other sums and revenues collected by
Declarant or the Association (as applicable) pursuant to this Declaration.
1.26 "Maiority of the Members" means the majority of those votes entitled to be cast
by the Members who are eligible to vote and are present or voting by legitimate proxy at a duly
called meeting at which a quorum (as defined in the Bylaws) of Members who are eligible to
vote are represented.
1.27 "Member" or "Members" means a member or members of the Association
according to the Bylaws of the Association.
1.28 "Mortgage" means a mortgage or deed of trust lien granted by an Owner, duly
recorded in the Records and encumbering a Parcel and/or the improvements thereon.
1.29 "Mortgagee" means the beneficial owner(s) of a Mortgage.
1.30 "Open Space" means the landscaped areas, paved pedestrian walks and parking
lots within the Property.
1.31 "Owner" or "Owners" means any Person that holds record fee title to any Parcel,
but excluding a Mortgagee. If a Parcel is sold under a recorded executory contract for
conveyance of real property, then the purchaser (rather than the fee Owner) will be considered
the Owner during the duration of the contract purchaser's possession of the Parcel pursuant to
the recorded executory contract for conveyance of real property.
1.32 "Parcel" or "Parcels" means each part of the Property, the size and dimension of
which shall be established by the legal description or lot and block referenced in the deed from
Declarant conveying such Parcel to an Owner. A Parcel may also be established by Declarant by
an instrument recorded by Declarant in the Records that designates a part of the Property as a
Parcel for purposes of this Declaration.
1.33 "Parkway" means the publicly dedicated right-of-way comprising State Highway
99, which is commonly known as the Grand Parkway.
1.34 "Parkway Expansion" means any expansion of the Parkway after the date of this
Declaration by a Governmental Authority by conveyance, condemnation or other governmental
taking, or otherwise.
1.35 "Parkway Protective Zone" means the portion of the Property that is situated
within 300 feet of the right-of-way line of the Parkway as shown on Exhibit C annexed hereto.
The boundaries of the Parkway Protective Zone shall not be enlarged or otherwise affected by
any Parkway Expansion.
1.36 "Parkway Protective Zone Restrictions" has the meaning set forth in
Section 8.1.
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1.37 "Permittees" means the tenant(s) or occupant(s) of a Parcel, and the respective
employees, agents, contractors, customers, invitees and licensees of (i) the Owner of such Parcel,
and/or (ii) such tenant(s) or occupant(s).
1.38 "Person" means an individual, partnership, joint venture, corporation, lunited
liability company, joint stock company, trust (including a business trust), unincorporated
association or other entity, or a governmental or any political subdivision or agency thereof.
1.39 "PILOT Agreement" has the meaning set forth in Section 7.1(a).
1.40 "Plans" means the final construction drawings and specifications (including a site
plan showing the location of all structures and improvements (including signs) and the size and
location of driveways, walks, parking and storage facilities, fences and screening) for any
building or improvement of any kind to be erected, placed, constructed, maintained or altered on
any portion of any Parcel, together with detailed, final drawings, specifications and descriptions
of the landscaping to be installed thereon, all in form and substance satisfactory to the ARC and
to the City if within the Parkway Protection Zone, and prepared in conformity with the
applicable provisions of this Declaration.
1.41 "Property' has the meaning set forth in Recital A above.
1.42 "Railroad Facilities" means any rail -related improvements, including, but not
limited to, rail storage yards, switch leads, interchange track, service leads to buildings, road
crossings, rail car repair and cleaning facilities, and related appurtenances.
1.43 "Records" means the Office of the County Clerk of Chambers County, Texas.
1.44 "Rules and Regulations" means rules, which are consistent with this Declaration,
adopted and/or amended from time to time by Declarant or the Board concerning the
management and administration of the Property for the use, benefit and enjoyment of the
Owners.
1.45 "Screening" or "Screened" means an opaque screen which must be maintained
at all times, made of the following, or any combination thereof, that cumulatively equals a
minimum of six feet in height:
(a) A berm;
(b) A fence or wall; and
(c) Evergreen vegetation.
1.46 "Shared Use Facilities" means, collectively, (i) all areas (including the
improvements thereon) within or in vicinity of the Property owned or to be owned by Declarant,
the Association, or another Person and maintained in whole or in part by or on behalf of
Declarant or the Association, for the common use and enjoyment of the Owners, (ii) the Storm
Water Detention and Drainage Facilities and (iii) any other facility designated as a Shared Use
Facility by Declarant.
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1.47 "Site Plan" means the site plan of the Property annexed hereto as Exhibit B
1.48 "Special Assessment" has the meaning set forth in Section 11.2.
1.49 "Storm Water Detention and Drainage Facilities" means the detention ponds to
be constructed, including any amendments required by FEMA, Chambers County or any other
Governmental Authority, within the Property, together with all improvements thereon, and as
may be constructed on the Property, whether presently existing or hereafter constructed, for the
discharge, drainage, use, detention and retention of storm water runoff on the Property in
compliance with the requirements of the applicable Governmental Authority.
ARTICLE 2
RESTRICTIONS
2.1 General Restrictions. Each Parcel shall be used only for the uses permitted
hereunder and shall at all times be used in conformity with Applicable Law.
2.2 Development Zones. Portions of the Property are located within one of the
following zones:
(a)
Zone A:
Light Industrial
(b)
Zone B:
Heavy Industrial
(c)
Zone C:
General Commercial
The initial zone designations are shown on the Site Plan. Each Owner shall verify the
zone designation applicable to its Parcel(s) with the ARC prior to commencing any development
thereon.
2.3 Zone Changes. Each zone designation shall remain a covenant and restriction
binding upon Declarant and successor Owners and their respective successors and assigns, unless
changed by the City at the request of the ARC as herein provided. Declarant, or any Owner or
prospective Owner, may request the ARC to submit an application to the City for a change of
zone designation on all or any portion of the Property owned by such applicant. The ARC may
submit such application, subject to the following conditions:
(a) The Parcel or portion of a Parcel to be changed must be contiguous to a
zone of the same designation as the proposed zone designation; and
(b) The ARC shall comply with the Rules and Regulations adopted with
respect to changes in zone designations, and shall provide, at a minimum, reasonable
prior notice to all adjoining Owners within the Property.
Only the City has the authority to approve change in the zone designation, which shall not be
unreasonably withheld.
2.4 Zone Uses.
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(a) Parcels within Zone A shall be used only for (i) low -intensity industrial
and manufacturing activities, including, without limitation, the manufacture of finished
products or parts predominantly from previously prepared materials and the processing,
fabrication, assembly, treatment, incidental storage, sales and distribution of such
products and (ii) any other uses as may be approved in writing by each of the City and the
ARC.
(b) Parcels within Zone B shall be used only for (i) heavy industrial and
manufacturing activities, including, without limitation, the basic processing and
manufacturing of materials or products predominantly from extracted or raw materials,
(ii) any uses permitted in Zone A, and (iii) any other uses as may be approved in writing
by each of the City and the ARC.
(c) Parcels within Zone C shall be used only for (i) office, retail and other
commercial uses (including mixed use) but excluding residential uses and (ii) any other
uses as may be approved in writing by each of the City and the ARC.
(d) All Zones shall permit limited retail and commercial uses as may be
approved by the ARC, such as restaurants, convenience stores, medical offices and other
services required by those working on the Property and their business invitees.
2.5 Prohibited Uses. No Parcel shall be used for any purpose which is noxious or
offensive by reason of odor, fumes, dust, smoke, noise, or pollution, or which is dangerous or
hazardous by reason of excessive danger of fire or explosion, or for any purpose which may
become a nuisance to any other Parcel, or which will be in violation of Applicable Law, or that
would unreasonably interfere with the use and occupancy of the Property by other Owners or
Permittees. In addition to the foregoing, it is expressly agreed that no part of the Property shall
be used, directly or indirectly, for the following purposes: junkyard, scrap metal yard or waste
material business; sales in bulk of junk; automobile wrecking yard; salvage yard; asphalt plant;
bus station; storage, dumping, disposal, incineration or reduction of hazardous waste, garbage or
refuse; any fire or bankruptcy sale operation; cocktail lounge; bar (a hotel, motel or restaurant
constructed on the Property may include a bar or cocktail lounge within its confines); disco; flea
market; bowling alley; pool hall or billiard parlor; skating or roller rink; amusement arcade; any
mortuary or funeral home; adult book store; movie theater; adult theater; adult amusement or
entertainment facility; cabaret; men's club; selling or displaying pornographic materials; any
facility requiring licensing or zoning as a sexually oriented business; massage parlors; second
hand store; odd lots; school, church or governmental office (other than a research or
development or business office that does not have customers); close out or liquidation store;
auction house for the sale of new and used motor vehicles and equipment, except for the sale of
artwork, literature, and antique and/or classic automobiles; flea market; pipe yard; the outdoor
housing or raising of animals; the sale, leasing, or storage of automobiles, boats, or other
vehicles; car wash; assembly hall; gaming facility or operation, including any off-track betting
establishment; bingo parlor; any use involving the repair of automobiles, auto body shop, or
related use; abattoir; smelting; rendering; refining; or any other activity which causes or involves
excessive emissions of odors, dust, fumes, smoke, or noise. No Owner or Permittee shall engage
in any activity within the Property, which has the effect of increasing premiums for any
insurance carried by the Association or any other Owner or Permittee.
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2.6 Outside Storageperations; Screening. No outside storage of any kind shall
be permitted except as expressly provided herein, or as otherwise approved in writing by the
ARC; provided that no outside storage may permitted at any time within the Greenbelt Reserve
or the Parkway Protective Zone, except as allowed in Article 8. Retail sales equipment may be
displayed outside in a manner which is architecturally compatible with the other improvements
on the Parcel, with the prior written approval of the ARC, or effectively shielded from view from
all dedicated or private streets in a manner approved in writing by the ARC prior to installation
or use of any Parcel for outdoor storage. Additionally, all dumpsters, compacters and other trash
receptacles must be effectively screened from view from all dedicated or private streets in an
approved in writing by the ARC. All screening devices shall be subject to compliance with all
laws, regulations, codes and ordinances of all applicable Governmental Authorities.
2.7 Temporary Structures. Except as provided in this section , no tent, shack,
temporary building or structure shall be installed or maintained on any Parcel (i) outside the
Parkway Protection Zone without the prior written approval of the ARC or (ii) within the
Parkway Protection Zone. Temporary buildings, structures and related facilities may be used for
construction purposes but must receive prior written approval by the ARC with regard to location
and appearance. Any such structure may remain on a Parcel only so long as is reasonably
necessary to complete construction, and must be removed promptly upon completion of
construction.
ARTICLE 3
DEVELOPMENT REQUIREMENTS
3.1 Architectural Review Committee. The ARC shall have the sole and exclusive
authority to perform the functions contemplated by the ARC in this Declaration. The purpose of
the ARC is, based upon this Declaration and the Rules and Regulations, (i) to enforce the
architectural standards of the Property and (ii) to approve or disapprove Plans for improvements
proposed for the Parcels. The ARC will have the authority to delegate its duties or to retain the
services of a professional engineer, management company, architect, designer, inspector or other
Person to assist in the performance of its duties. The cost of such services shall be included in
the Annual Assessments. The "ARC" or "Architectural Review Committee" shall be the
following entity:
(a) Declarant - During Control Period. During the Control Period, Declarant
shall be the ARC unless Declarant, in writing, has delegated or terminated its rights as the
ARC.
(b) Association - After the Control Period. After Declarant's right to act as
the ARC has either expired or voluntarily been terminated, the Association, acting
through the Board, shall be the ARC. The Association shall have the right to delegate the
authority to perform the functions contemplated by the ARC to an architectural
committee whose members would be appointed, terminated and replaced by the Board.
3.2 Applicability. The following requirements shall apply to the development and
improvement of, and shall constitute restrictions upon, the Property. Each requirement shall
apply to all zones unless specified otherwise.
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Lot Coverage.
Zone A: Maintain a minimum of 204o Open Space.
Zone B: Maintain a minimum of 15% Open Space.
Zone C: Maintain a minimum of 25% Open Space.
Building Setbacks.
Zone A, B: A minimum of 25 feet along roadway frontage, and a minimum of
10 feet on side and 5 feet on rear Parcel boundaries.
Zone C: A minimum of 25 feet along roadway frontage, and a minimum of
10 feet on side and 10 feet on rear Parcel boundaries.
Building Materials.
Zone A: Building elevations and exterior materials and colors must be
submitted for ARC approval. Only concrete tilt wall, masonry and
glass exteriors will be allowed in Zone A; provided that, metal
buildings will be allowed in Zone A if located at least 100 feet
from a public roadway; however, the ARC may require metal
buildings be clad with a concrete tilt wall, masonry or glass
product. The foregoing restriction will not be construed as a
prohibition on the use of metal personnel doors, overhead/roll-up
doors or other miscellaneous architectural features made of metal,
such as roof flashing, gutters or the like, provided that such metal
personnel doors, overhead/roll-up doors or other miscellaneous
architectural features made of metal do not constitute fifty percent
(50%) or more of any such exterior building wall.
Zone B: Building elevations and exterior materials and colors must be
submitted for ARC approval. Metal buildings will be allowed in
Zone B along with any buildings otherwise allowed in Zone B.
However, buildings permitted within 100 feet of a public roadway
shall be clad with a concrete tilt wall, masonry or glass product
acceptable to the ARC. The foregoing restriction will not be
construed as a prohibition on the use of metal personnel doors,
overhead/roll-up doors or other miscellaneous architectural
features made of metal, such as roof flashing, gutters or the like,
provided that such metal personnel doors, overhead/roll-up doors
or other miscellaneous architectural features made of metal do not
constitute fifty percent (50%) or more of any such exterior building
wall.
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Zone C: Building elevations and exterior materials and colors must be
submitted for ARC approval. Only concrete, stone, masonry and
glass exteriors will be allowed in Zone C.
Loading Docks.
Zones A, B: Permitted on all sides. Loading docks that face a major
thoroughfare shall be screened.
Zone C: Permitted in rear of building only. Loading docks that face a street
shall be screened.
Rooftop Mechanical Equipment.
Zones A, B: Must be screened from public right-of-way and/or customer
parking and must comply with Applicable Law.
Zone C: Location and screening is subject to approval of the ARC.
Off -Street Parking Requirements.
To be constructed and maintained in accordance with the applicable zoning
requirements of the City and Chambers County, Texas and Applicable Law.
Parking Lot Setbacks.
Parking lots shall be set back a minimum of 10 feet from any public right-of-way
and a minimum of 25 feet from any freeway or arterial road.
Parking Lot and Driveway Requirements.
Parking space:
9 ft. x 19 ft. minimum
Aisle Width:
25 ft. minimum
Two -Way Drives:
24 ft. minimum
One -Way Drives:
18 ft. minimum
All parking lots and vehicular circulation areas must be paved unless otherwise
approved by the ARC.
The ARC reserves the right during its review of Plans to relax minimum parking
requirements, subject to compliance with all City regulations and ordinances on
the Parcels where necessary or desirable to accomplish more effective and
compatible land utilization.
Materials and Equipment Storage.
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Zones A, B: Materials and equipment shall be either (i) stored within a building
or (ii) subject to prior written approval of the ARC, stored in a
screened outdoor area Any approved outdoor storage shall be set
back at least 150 feet from the front property line; provided it is
not within the Parkway Protective Zone.
Zone C: Materials and equipment shall be either (i) stored within a building
or (ii) subject to prior written approval of the ARC, stored in a
screened outdoor area located at the rear of the building. Any
approved outdoor storage shall be set back at least 150 feet from
the front property line.
Waste and Trash Storage.
All Zones: Waste and trash shall be contained within building or securely
contained and enclosed within an outdoor structure built to
specifications adopted by the ARC.
Vehicle and Trailer Storage.
Zones A, B: Overnight parking of vehicles and trailers for loading or unloading
is permitted.
Zone C: No overnight parking is permitted. Restricted to delivery loading
or unloading only.
Outdoor Lighting.
A lighting plan is required and must be approved in writing by the ARC. Building
and accent lighting shall be considered on a case -by -case basis. Lighting shall not
cast direct light or glare on adjacent Parcels or adjacent public roadways.
Recommended lighting levels:
Parking and Entry Areas 0.5-1.0 footcandles
Pedestrian Areas 0.5-1.0 footcandles
Building Entrances 3.0-5.0 footcandles
Parking, Driveway and Area Lighting.
Pole Materials Pole Height Luminaire
Painted or 20 ft. -- 30 ft. LED
Anodized Metal
Black or Brown
Color
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Fences and Walls.
8-foot minimum black vinyl -coated chain -link steel or masonry materials
Drainage and Ponding.
Unless otherwise approved in writing by the ARC in connection with the approval
of Plans, a drainage plan must be designed by a registered professional engineer
to detain run-off for the Parcel and release it at the allowed rate of flow. This
drainage plan must be consistent with the overall drainage plan for the Property.
Landscape Plan.
A landscape plan including trees, shrubs, turf areas, paved areas, organic and
inorganic ground covers, grading and berming, and the irrigated areas must be
submitted for ARC approval.
LandscapeMaintenance.
All landscaping and screening materials approved by the ARC pursuant to these
Declarations shall be maintained by the owner of the Parcel in a healthy
condition. Dead or dying materials shall be replaced immediately with the same
or similar materials.
Screening.
Berming and/or shrub massing is required to screen parking, loading and storage
areas, driveways and any exposed utility meters, transformers or above ground
devices. The screening as described above may be placed within the Greenbelt
Reserve. The screening shall be installed in 75 foot maximum spaced breaks
along the parkway planted in massing's in efforts to screen the developments.
Utility Connections, Meters and Transformers.
All Zones: Located underground or at grade with screening. Above -ground
backflow prevention devices must be screened.
Utility Lines.
Zones C: Underground only.
Zone A-B: Underground, except that above -ground lines are permitted at the
discretion of the ARC.
Roads.
Owners will maintain landscaping up to the edge of street paving in rights -of -way
adjacent to their Parcel(s).
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Parcel and Building Signaee.
Signage for Parcel identification, building identification and traffic control will be
in accordance with the Design Standards adopted by the ARC as described in
Section 4.3(d) and Applicable Law. Corporate colors and logos will be permitted
subject to the reasonable approval of the ARC.
Sign Construction.
During construction, only one sign is permitted for identification of a construction
project or property sales. The size and graphic format will be subject to approval
of the ARC and shall be consistent with Applicable Law.
Sign Maintenance.
Sign appearance and adjacent area landscape appearance must be maintained in
good condition by the Owner or the Permittee. Any signage not in compliance
with the foregoing requirement shall be removed by the applicable Owner at the
direction of the ARC.
Temporary Signs.
Temporary signs will be allowed by approval of the ARC only for a specified
duration of time. Declarant's right to construct and maintain temporary signs for
marketing and sales shall be unrestricted during the Control Period.
ARTICLE 4
APPROVAL OF PLANS
4.1 Approval. No building, structure, or improvement of any kind (including, without
limitation, landscaping, exterior lighting, signs and fences) shall be erected, placed, constructed,
maintained, modified, altered, or improved on any Parcel until the Plans have been submitted to
and approved in writing by the ARC and by the appropriate Governmental Authority (if
required). Notwithstanding the foregoing, Declarant shall not be required to obtain approval from
the ARC as to any matter requiring approval by the ARC with respect to any Parcel owned by
Declarant or by an Affiliate of Declarant.
4.2 Criteria. In determining whether submitted Plans shall be approved, the ARC
may take into consideration all factors deemed appropriate by the ARC, including, without
limitation, the following:
(a) Compliance with this Declaration;
(b) Type and quality of the building materials or improvements and their
suitability, including color schemes;
(c) Type and quality of the proposed landscaping, fencing, and walls;
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(d) Harmony, compatibility, and the conformity of the design of such building
or improvement with existing and proposed buildings and improvements on the Property
and with the design or overall character and aesthetics of the Property;
(e) Location of such building, improvements, and landscaping within the
Parcel on which it will be constructed or placed;
(f) Square footage;
(g) Compliance with the Design Standards, if any;
(h) Compliance with the Rules and Regulations; and
(i) Compliance with Applicable Law.
4.3 Approval of Plans. The ARC shall approve or disapprove the Plans in accordance
with the following procedures:
(a) Owner shall deliver to the ARC two (2) complete sets of Plans or a digital
copy, together with samples of materials and colors and such other documentation or
information as may be deemed pertinent and required by the ARC. The ARC may require
submission of additional drawings, specifications, or other information prior to approving
or disapproving the proposed Plans. Until receipt by the ARC of all required materials in
connection with the proposed Plans, the ARC may postpone review of any materials
submitted for approval. The submitting Owner shall pay all reasonable costs and
expenses incurred by the ARC to review the proposed Plans together with all fees
required by applicable Governmental Authorities.
(b) If the Plans are approved by the ARC, a letter of approval, including a
description of qualifications or required modifications, if any, shall be prepared for the
countersignature of the Owner. Such approval shall not be effective for construction
commenced more than six (6) months after such approval. If construction is not
commenced within six (6) months after such approval, the Owner shall not begin
construction of any building or improvement of any kind until the corresponding Plans
have been resubmitted and reapproved by the ARC in accordance with the provisions of
this Section 4.3.
(c) If the Plans are disapproved by the ARC, one set of such Plans shall be
returned marked "Disapproved", and shall be accompanied by a statement by the ARC
setting forth the reasons for disapproval.
(d) The ARC may from time to time (but shall not be obligated to) promulgate
architectural, landscaping, and signage standards for the design and construction of
improvements within the Property and for the design and installation of landscaping on
the Parcels (the "Design Standards") , which meet or exceed the requirements elsewhere
in this Declaration and Applicable Law. A copy of the Design Standards in effect at the
time will be furnished to any Owner upon written request therefor. Such Design
Standards shall supplement this Declaration, and the ARC may promulgate further
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provisions as to the approval and disapproval of Plans, prohibited materials, and other
matters relating to the appearance, design and quality of improvements or landscaping.
Such Design Standards, as they may be promulgated and amended from time to time by
the ARC, shall be incorporated in this Declaration by this reference as if set forth at
length herein.
4.4 Binding Decision. All decisions of the ARC shall be final, conclusive and
binding and there shall be no review of any action of the ARC; provided however, no decision of
the ARC shall be inconsistent with the terms hereof or interfere with the enforcement of
Applicable Laws.
4.5 Effect of Approval. No approval of Plans and no publication of Design Standards
shall ever be construed as representing or implying that such Plans, specifications, or standards
will, if followed, result in a properly constructed structure complying with all Applicable Law.
Such approvals and standards shall in no event be construed as a representation, warranty, or
guaranty by the ARC that any structure will be built in a good or workmanlike manner. Neither
Declarant, the Association, the ARC, or any of their respective representatives shall be liable in
damages to anyone submitting Plans to the ARC for approval, or to any Owner or Permittee of
any part of the Property affected by this Declaration, by reason of or in connection with the
approval or disapproval or failure to approve any Plans submitted. Every Person who submits
Plans to the ARC for approval agrees, by submission of such Plans, and every Owner or
Permittee of any portion of the Property involved therein agrees, by acquiring title thereto or any
interest therein, that such Owner or Permittee will not bring any action or suit against Declarant,
the Association, the ARC, or any of their respective representatives to recover any such damages
and each, by acceptance of such conveyance, hereby waives all such claims and causes of action.
4.6 Inspection. The ARC or its duly authorized representative shall have the right,
but not the obligation, to inspect any improvements to a Parcel prior to or after completion.
4.7 Non -Waiver. No action or failure to act by the ARC shall constitute a waiver or
estoppel with respect to future action by the ARC.
4.8 Variance. Consistent with this section, the ARC may authorize Variances from
compliance with the design, construction and landscaping provisions of this Declaration due to
circumstances warranting such variance in the opinion of the ARC such as topography, natural
obstructions, hardship, aesthetic or environmental considerations and the shape and configuration
of the particular Parcel for which the variance is sought. Such variances must be evidenced in
writing and shall become effective when executed by the ARC. The granting of a variance shall
not waive any of the provisions of this Declaration for any purpose except as to the particular
Parcel and particular provision described therein, nor shall the granting of a variance affect in
any way the Owner's obligation to comply with Applicable Law. Prior to approving any variance
within the Parkway Protective Zone, the ARC shall obtain written consent from the City for such
variance.
4.9 Deemed Approval. In the event of any written request for Plan approval,
variance, or exception to the terms and conditions hereof, or approval of any proposed action by
an Owner where a decision pursuant to this Declaration is required to be made by the ARC, the
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ARC shall, within thirty (30) days after the ARC receives such written request (and, in the event
of a request for Plan approval, all of the Plans, materials, documentation, and information
described in Section 4.3), give the Person making the request, at such Person's address as shown
in the request, written notification of the ARC's approval or disapproval thereof, in which latter
event the ARC shall specify the reasons for such disapproval. If the ARC fails to give to the
requesting Person notification of approval or disapproval within such thirty (30) day period, the
ARC shall be conclusively deemed to have given its approval. Any approval or disapproval
given by the ARC, and any written approval, rejection, or other communication by the ARC may
be relied upon, as the act of the ARC, by the Person receiving such approval, rejection, or other
communication; provided such approval, rejection or other communication shall be of no
consequence to the application of Applicable Law.
4.10 Completion of Work. Each Owner, following receipt of Plan approval from the
ARC, shall diligently commence and complete the approved scope of construction on its Parcel.
Unless otherwise authorized in writing by the ARC prior to commencement of construction, the
construction of any structure or improvement on a Parcel shall be completed within one (1) year
from the date of commencement of construction, excepting delays due to strikes, war, acts of
God or other causes beyond the control of the Owner, provided that such delays shall not extend
the completion deadline by more than thirty (30) days.
ARTICLE 5
ALTERATIONS AND MAINTENANCE
5.1 Alterations. Subject to the terms and provisions of this Declaration and the Rules
and Regulations, each Owner shall have the right to make minor, non-structural alterations,
modifications, and repairs to such Owner's Parcel and improvements, provided that such action
is performed in a good and workmanlike manner, causes minimal inconvenience to the other
Owners, and does not constitute a nuisance. Alterations or repairs which would change the
exterior color, materials, or shape of the improvements shall be subject to the ARC's prior
written approval. If any such alterations or repairs are performed without the prior written
approval of the ARC in accordance with Article 4, the ARC may require (but shall be under no
obligation to require) the Owner to remove or eliminate any such alteration or repair.
5.2 Maintenance. Each Owner shall maintain such Owner's Parcel, together with the
improvements, driveways, fences, landscaping, light standards and fixtures, sanitary, storm
water, water and drainage lines and facilities which service only such Owner's Parcel and
improvements, including the point of the connection of such lines and facilities to the Shared Use
Facilities, in good working order and repair and in an attractive condition at all times. If any
Owner fails to comply with the requirements of this Section 5.2, Declarant and/or the
Association may, but shall not be obligated to, without liability to such Owner or any occupant in
trespass or otherwise, enter upon such Parcel, maintain or repair any of same, in which case such
Owner shall upon demand pay Declarant's and/or the Association's cost of same. Such
indebtedness shall bear interest from the date that demand is made by the Association until paid
at the rate of 18% per annum and shall be secured in the same manner as the Annual
Assessments, but in no event shall the interest rate exceed the maximum rate allowed by
Applicable Law.
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ARTICLE 6
SHARED USE FACILITIES
6.1 Dedication. Declarant shall designate and dedicate the Shared Use Facilities for
the benefit of the Property. Declarant may convey the Shared Use Facilities to the Association or
to a utility district formed to operate, own and maintain the Shared Use Facilities. The cost of
the initial construction of the Shared Use Facilities shall be borne solely by Declarant.
6.2 Operation of Shared Use Facilities. If any Shared Use Facilities are conveyed to
the Association, then the Association shall own, improve, manage, maintain, repair, replace,
insure, and operate such Shared Use Facilities as herein provided and as provided for in the
Bylaws and Rules and Regulations. The Association shall improve such Shared Use Facilities as
needed in connection with the development of the Property, and such improvement shall be
accomplished as required by the specifications and regulations of the applicable Governmental
Authorities. The Association shall (a) maintain such Shared Use Facilities to a standard required
by the applicable Governmental Authorities, and in an attractive, safe and clean condition at all
times, (b) keep such Shared Use Facilities insured as deemed appropriate by the Board, and
(c) pay all real property taxes assessed against such Shared Use Facilities.
6.3 Partition Waiver. The Owners hereby waive the right to partition any part of the
Shared Use Facilities to the fullest extent permitted by Applicable Law.
ARTICLE 7
PAYMENT IN LIEU OF TAXES; INDUSTRIAL DISTRICTS;
ANNEXATION
7.1 Payment in Lieu of Taxes.
(a) PILOT Agreements. An Owner of property within Zone C Parcel with a
proposed future development value equal to or greater than $1,000,000, as determined by
the CCAD, shall enter into an agreement with the City for the payment in lieu of ad
valorem taxes on such Zone C Parcel in the form required by the City (the "PILOT
Agreement'). Any such PILOT Agreement shall not impose an ad valorem tax
obligation in excess of that which the Owner would be obligated to pay had such property
within Zone C been annexed by the City for purposes of ad valorem taxation. PILOT
Agreements will be administered and enforced by the City. Neither Declarant, the
Association nor the ARC will have any obligation to the City or any Owner in connection
with a PILOT Agreement between the City and such Owner; provided, however, the
Declarant, the Association nor the ARC shall grant any approval to any Owner who is
required but does not have a PILOT Agreement or who is in arrears in its payment to the
City. Notwithstanding anything to the contrary herein, neither Declarant nor any portion
of the Property that Declarant or any Affiliate of Declarant owns will be subject to any
requirement to enter into a PILOT Agreement.
(b) Lien to Secure PILOT. To secure any sums owing by an Owner under a
PILOT Agreement (including, without limitation, interest, late fees or delinquency
charges), a lien is hereby reserved and created in favor of the City against such Owner's
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property within ZoneC. The lien reserved and created hereby is subject only to, and
except as expressly set forth to the contrary in this Declaration, shall be subordinate and
inferior to, automatically and without the necessity of another document, the liens
securing any and all Assessments and any liens held by Mortgagees. By accepting a deed
to Parcel within Zone C, each Owner of such Parcel expressly grants to the City a lien
upon such Parcel for the payment of any sums owing by such Owner under a PILOT
Agreement, and such lien shall be binding with a power of sale to enforce such lien by
non judicial foreclosure pursuant to the provisions of Section 51.002 of the Texas
Property Code (the "Code") or any successor statute governing enforcement of
consensual liens on real estate. Alternatively, the City may institute a suit or proceeding
at law or in equity or take any lawful action to enforce collection of any defaulted
payment due the City by reason of the PILOT Agreement, including, but not limited to,
an action to foreclose the lien reserved and created herein. Any foreclosure may be
brought by the City in the same manner as an action to foreclose the lien of a mortgage or
deed of trust on real property in accordance with the Code.
(c) Delinquent PILOT Payments. Delinquent payments under a PILOT
Agreement shall be subject to the same penalties, interest, attorneys' fees and costs of
collection as are recoverable by the City in the case of delinquent ad valorem taxes.
(d) Enforcement. The obligations contained in this Section 7.1 shall be
enforceable by the City pursuant to Applicable Laws, including but not limited to, by an
action for damages or an action for an injunction, or both. Should the City prevail in a
suit to enforce the terms and provisions of this Section 7.1, the City shall also be entitled
to recover its reasonable attorneys' fees. Each Owner of a Zone C Parcel affected by this
Section 7.1 shall be bound hereby and liable for breaches or defaults hereof related to
such Zone C Parcel only during such Owner's ownership of such Zone C Parcel, and
such Owner shall not be personally liable to the City for breaches hereof by any
subsequent Owner of such Zone C Parcel; provided, however, that nothing herein
exculpates any Owner who sells a Zone C Parcel from liability to its transferee to the
extent the transferring Owner contractually warranted or guaranteed compliance herewith
or contractually agreed to indemnify the subsequent Owner from any non-compliance
existing as of the date of the conveyance of the Zone C Parcel to the new Owner.
7.2 Industrial Districts.
(a) Industrial District Agreements. Certain portions of the Property are now or
may hereafter be located within an "Industrial District" pursuant to Texas Local
Government Code § 42.044. Within thirty (30) days after acquiring a Parcel within an
Industrial District, an Owner shall enter into an Industrial District Agreement (an "IDA")
with the City whereby the City agrees to not annex such Owner's Parcel unless such
annexation is necessary for the City to annex other third -party property and the property
owner agrees to make payments to the City in lieu of annexation.
(b) Remedies. In the event an Owner does not enter into an IDA within such
thirty (30) day period, such Owner hereby irrevocably appoints Declarant as such
Owner's attorney -in -fact for purposes of entering into the IDA on such Owner's behalf.
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In such event, Declarant may execute the IDA on behalf of such Owner, together with
any related documentation required by the City to prevent annexation of such Owner's
Parcel(s). Further, Declarant may, at its option, pay to the City any ad valorem taxes or
other sums that would be payable had the Owner timely entered into such IDA. In such
event, such Owner shall reimburse Declarant upon demand for any such ad valorem taxes
or other sums expended by Declarant on such Owner's behalf. Such amounts shall bear
interest from the date that demand is made by Declarant until paid at the rate of 18% per
annum and shall be secured in the same manner as the Annual Assessments, but in no
event shall the interest rate exceed the maximum rate allowed by Applicable Law.
7.3 Annexation. Each Owner shall take any action necessary from time to time to
prevent annexation of such Owner's Parcel(s) by the City. In the event an Owner fails to timely
take such actions as may be necessary from time to time to prevent annexation of its Parcel(s) by
the City, such Owner hereby irrevocably appoints Declarant as such Owner's attorney -in -fact for
purposes of taking any action on such Owner's behalf in order to prevent such annexation. Such
Owner shall reimburse Declarant upon demand for any costs and expenses incurred by Declarant
in exercising its rights under this Section 7.3. Such amounts shall bear interest from the date that
demand is made by Declarant until paid at the rate of 18% per annum and shall be secured in the
same manner as the Annual Assessments, but in no event shall the interest rate exceed the
maximum rate allowed by Applicable Law.
ARTICLE 8
PARKWAY PROTECTIVE ZONE RESTRICTIONS
8.1 Parkway Protective Zone Restrictions. In addition to the other restrictions and
limitations set forth in this Declaration, the following additional restrictions and limitations are
imposed only with respect to the Parkway Protective Zone (collectively, the "Parkway
Protective Zone Restrictions").
8.2 Greenbelt Reserve. The Greenbelt Reserve is hereby restricted for use as a green
space reserve and shall be maintained by the POA, or if there is no POA, the owner of the Parcel.
8.3 No -Build Area. No buildings or other structural improvements shall be
constructed within the Greenbelt Reserve or within the portion of the Parkway Protective Zone
that is within 100 feet of the Parkway, as currently situated as of the date of this Declaration.
8.4 Exterior Finishes. No exterior building wall or facade that is situated in whole or
part within the Parkway Protective Zone may consist of a metal finish, including, without
limitation, sheet metal, corrugated metal, iron or steel of any type. The foregoing restriction will
not be construed as a prohibition on the use of metal personnel doors, overhead/roll-up doors or
other miscellaneous architectural features made of metal, such as roof flashing, gutters or the
like, within the Parkway Protective Zone; provided that such metal personnel doors,
overhead/roll-up doors or other miscellaneous architectural features made of metal do not
constitute fifty percent (50%) or more of any such exterior building wall.
8.5 Equipment on Roof. Any equipment, including, without limitation,
telecommunications equipment, that is affixed to or stored or otherwise located on the roof of
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any building within the Parkway Protective Zone must be situated behind a parapet or otherwise
screened to the extent that no portion of such equipment can be viewed from the Parkway. The
foregoing restrictions do not apply to (i) antennas installed to facilitate the transmission or
reception of telecommunications equipment if an engineering study is produced which concludes
that such restrictions would materially interfere with the proper functioning of said equipment
and no partial option exists for the positioning of said roof -top communications equipment so
that it may be screened as contemplated herein without materially interfering with it functioning,
or (ii) equipment temporarily located on a roof in connection with construction, repair,
replacement or maintenance of the underlying building or repairs or alterations to the underlying
building.
8.6 Equipment in Exterior Areas. Any equipment affixed, stored or otherwise located
on exterior portions of any part of any Parcel within the Parkway Protective Zone must be
screened in such a manner that it is not readily visible from the Parkway. The foregoing
restriction will not apply to equipment temporarily located on a portion of the Parkway
Protective Zone in connection with construction, repair, replacement or maintenance of the
improvements thereon.
8.7 Outside Storage. Any supplies, goods, shipping containers, shipping palettes, and
other materials stored or otherwise located on a portion of a Parcel in the Parkway Protective
Zone must be screened in such a manner that such materials are not readily visible from the
Parkway. The foregoing restriction will not apply to materials temporarily located on a portion of
the Parkway Protective Zone in connection with construction, repair, replacement or
maintenance of the improvements thereon.
8.8 Signage. Exterior signage placed within the Parkway Protective Zone that faces
the Parkway must be attached to a building or fagade in such a manner that it (i) rests parallel to
and contiguous with such building or fagade and (ii) does not protrude above the roof line of the
building or fagade to which it is attached. Signage within the Parkway Protective Zone shall only
be used (i) to identify or advertise the products or services provided within the building to which
the signage is attached, (ii) to identify the occupants of the building to which the signage is
attached, or (iii) for directional or operational purposes (such as traffic directional signs, loading
zone and similar signs). No mobile, portable, digital or flashing signage within the Parkway
Protective Zone is permitted. Pole signs are expressly prohibited within the Parkway Protective
Zone. Notwithstanding anything to the contrary herein, Declarant and any Owner of any portion
of the Parkway Protective Zone may construct monument signs within the Parkway Protective
Zone.
8.9 Parking. Parking shall not be permitted within the Greenbelt Reserve but shall be
permitted within the remainder of the Parkway Protective Zone.
8.10 Duration. The Parkway Protective Zone Restrictions (including all provisions of
this Article 8) shall be and are hereby made perpetual and survive any expiration or termination
the remainder of this Declaration for any reason.
ARTICLE 9
EASEMENTS
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9.1 Easement Dedication. Subject to any express conditions, limitations, or
reservations contained herein, the Property, and all Owners and Permittees of the Parcels, shall
be benefited and burdened by the following non-exclusive, perpetual, and reciprocal easements:
(a) Access, Ingress, and Egress. An easement for reasonable access, ingress,
and egress over all paved driveways, roadways, and walkways as presently or hereafter
constructed and constituting a part of the Common Driveways, so as to provide for the
passage of motor vehicles and pedestrians between all Parcels to the Common
Driveways, and over all Common Driveways to and from all roads furnishing access to
such Parcels. The opening(s) and access point(s) contemplated between the Parcels for
use as the Common Driveways shown on the Site Plan are hereinafter called the "Access
Openings'. The Access Openings shall in no event be blocked, closed, altered, changed,
or removed and shall at all times remain in place as shown on the Site Plan. There shall
be maintained between the Access Openings a smooth and level grade transition to allow
the use of the Common Driveways for pedestrian and vehicular ingress and egress as set
forth above.
(b) Shared Use Facilities. An easement upon, under, over, above, and across
the area on each Parcel on which no permanent building improvements may be
constructed, including the right of reasonable ingress and egress require, for the
installation, maintenance, repair and replacement of the Shared Use Facilities, including,
without limitation, water mains, storm water collection, retention, detention and
distribution lines, storm drains, sewers, water sprinkler system lines, telephone or
electrical conduits or systems, cable, gas mains, conduits, pipes, and other apparatuses,
and other utility facilities necessary for the orderly development and operation of the
Shared Use Facilities, from time to time located on the Property; provided that (i) all such
facilities shall be installed and maintained below the ground level or surface of the
Property (except for such parts thereof that cannot and are not intended to be placed
below the surface, such as transformers and control panels); and (ii) the exact location of
any utilities shall be subject to the reasonable approval of the Owner(s) of the burdened
Parcel(s).
(c) Future Public Utility Easements. Each Owner covenants and agrees, upon
written request from Declarant, the Association and/or a public utility provider, to
dedicate and convey (as required by the utility provider or applicable Governmental
Authority) a public utility easement on, over, under, and across such Owner's Parcel;
provided, however, that such public utility easement(s) shall be located, if at all possible,
within the building set -back area of the burdened Parcel(s). The form of the utility
easement(s) shall be similar in form and substance to other utility easements required by
the utility provider and subject to the other terms and provisions of this Declaration.
9.2 Indemnification. Each Owner having rights with respect to an easement granted
hereunder ("Benefited Owner") shall indemnify, defend and hold the Owner whose Parcel is
subject to the easement harmless from and against all claims, liabilities, and expenses (including
reasonable attorneys' fees) relating to accidents, injuries, loss, or damage of or to any Person or
property arising from the negligent, intentional, or willful acts or omissions of such Benefited
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Owner, its contractors, employees, agents, or others acting on behalf of such Benefited Owner.
This indemnification obligation shall be subject to the laws of comparative negligence.
9.3 Use of Easements.
(a) General. The easements herein above granted shall be used and enjoyed
by each Owner and its Pernttees in such manner so as not to unreasonably interfere
with, obstruct or delay the conduct and operations of the business of any other Owner or
its Permittees at any time conducted on its Parcel, including, without limitation, public
access to and from said business and the receipt or delivery of merchandise in connection
therewith.
(b) Interference and Relocation. Once the Shared Use Facilities are installed
pursuant to the easements granted above, no permanent building, structures, trees or other
improvements inconsistent with the use and enjoyment of such easements shall be placed
over or permitted to encroach upon such installations. The Owner of each Parcel shall not
unreasonably withhold its consent to the reasonable relocation of such installations
requested by the Owner of another Parcel, at such requesting Owner's sole cost and
expense, so long as utility services to the other Owner's Parcel are not unreasonably
interrupted and such relocation shall be subject to the remaining provisions of this
Declaration.
(c) Construction. Once commenced, any construction undertaken in reliance
upon an easement granted herein shall be diligently prosecuted to completion, so as to
minimize any interference with the business of any other Owner and its Permittees. In
addition, the Owner undertaking such work shall pay all costs and expenses associated
therewith and shall indemnify, defend and hold harmless the other Owner(s) and its
Permittees from all damages, losses, liens or claims attributable to the performance of
such work. This indemnification obligation shall be subject to the laws of comparative
negligence.
(d) Non -Exclusive. The easements herein granted are not exclusive, and the
right is hereby reserved to grant such other easements, rights, or privileges to such other
persons and for such other purposes as the Owner(s) of the Parcels in their discretion may
select, so long as such purposes do not unreasonably interfere with the easements granted
herein. No use shall be made of the rights herein granted which would obstruct or prevent
the exercise of similar rights by other persons entitled to do so.
ARTICLE 10
MANAGEMENT OF THE PROPERTY
10.1 Management of Property. The affairs of the Property shall be managed by
Declarant until the formation of the Association. The Association shall have the right, power
and obligation to provide for the management, maintenance, repair, replacement, administration,
insuring and operation of the Property as herein provided and as provided for in the Bylaws and
in the Rules and Regulations. The business affairs of the Association shall be managed by its
Board of Directors. Until the expiration of the Control Period, Declarant shall have absolute,
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complete and exclusive control of the Association and the Board of Directors, regardless of how
many other Owners may acquire Parcels during such period. Declarant, in its sole discretion,
may appoint a Board of Directors during the Control Period. The Board of Directors appointed
by Declarant is herein referred to as the "_Appointed Board". The Appointed Board shall
administer the Association's and the Property's affairs until the expiration or termination of the
Control Period. Declarant shall have the power, exercisable at any time and from time to time, to
remove any Director of the Appointed Board and appoint a successor, as well as to appoint a
successor for any position on the Appointed Board that becomes vacant. The Appointed Board
may engage either Declarant or any other party, whether or not affiliated with Declarant, to
perform the day-to-day functions of the Association and to provide for the management,
maintenance, repair, replacement, administration, insuring, and operation of the Property, the
costs of which shall be included in the Annual Assessments. Following expiration or termination
of the Control Period, the Members shall elect a Board of Directors at the first annual meeting of
the Members of the Association.
10.2 Membership in the Association. Each Owner, including Declarant during the
period of time in which Declarant owns any Parcel, shall be a Member in the Association and
such membership shall terminate automatically when such ownership ceases. Upon the transfer
of ownership of a Parcel, howsoever achieved, the new Owner thereof shall, concurrently with
such transfer, become a Member in the Association.
10.3 Voting Rights. Until the expiration or termination of the Control Period,
Declarant shall have all voting power, and no other Member shall have any voting power
whatsoever during such period of time. Following the expiration or termination of the Control
Period, each Owner shall be allocated one vote per 10,000 square feet of land within such
Owner's Parcel(s) (rounded to the nearest 10,000 square foot if more or less). In the event that
ownership interests in a Parcel are owned by more than one Member of the Association, such
Members shall exercise their right to vote in such manner as they may among themselves
determine, but in no event shall more than one vote be cast for each 10,000 square feet of land
within such Parcel. Such Owners shall appoint one of them as the Member who shall be entitled
to exercise the vote of that particular 10,000 square feet of land at any meeting of the
Association. Such designation shall be made in written notice to the Board. The Board shall be
entitled to rely on any such designation until written notice revoking such designation is received
by the Board. In the event that a Parcel is owned by more than one Member of the Association
and no single Member is designated to vote on behalf of the Members having an ownership
interest in such Parcel, then none of such Members shall be allowed to vote. All Members of the
Association may attend meetings of the Association and all voting Members may exercise their
vote at such meetings either in Person or by proxy.
10.4 Meeting of Members. The first annual meeting of the Members of the
Association shall be held within sixty (60) days after the expiration of the Control Period, when
called by either the Appointed Board or Declarant, upon no less than ten (10) and no more than
fifty (50) days' prior written notice to the Members. Thereafter, annual and special meetings of
the Members of the Association shall be held at such place and time and on such dates as shall be
specified in the Bylaws. Declarant may convene a special meeting of the Members of the
Association at any time and from time to time prior to the first annual meeting of the Members of
the Association for such purposes as Declarant may deem appropriate.
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10.5 Dispute Resolutions. In addition to its other powers conferred by law or
hereunder, the Board shall be empowered to create procedures for resolving disputes between or
among Owners, the Board and/or the Association, including appointment of committees to
consider and recommend resolution of any such disputes. The parties agree to negotiate in good
faith in an effort to resolve any dispute related to this Declaration that may arise. If the dispute
cannot be resolved by negotiation, the dispute shall be submitted to mediation before parties
resort to arbitration or litigation, and a mutually acceptable mediator shall be chosen by the
parties to the dispute who shall share the cost of mediation services equally.
10.6 Delegation of Authority. Declarant, the Association and/or the Board may retain,
hire, employ or contract for the construction, maintenance, repair, landscaping, insuring,
administration and operation of the Property as provided for herein and as provided for in the
Bylaws.
10.7 Non -Liability of Board. Any action, inaction or omission by the Board made or
taken in good faith shall not subject the Board or any individual member of the Board to any
liability to the Association, its Members, any Owner or any other party.
10.8 Board Elections. In accordance with the Bylaws, the Board shall elect, at least
annually, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers and assistant officers as it may designate. The President shall be the chief executive
officer of the Association. The President shall preside at all meetings of the Association. The
President shall have all the general powers and duties that are usually vested in the office of
president of an association. The Vice President(s) shall have all the general powers and duties
that are usually vested in the office of vice president of an association, together with any powers
and duties that may be deleted to the Vice President(s) by the President. The Secretary shall keep
all the minutes of all meetings of the Board and the minutes of all meetings of the Association,
and shall be in charge of such books and papers as the Board may direct. The Secretary shall
keep and update a complete list of Members, showing opposite each Member's name the Parcel
owned by such Member. The Treasurer shall have responsibility for Association funds and shall
be responsible for keeping full and accurate accounts of all receipts and disbursements in books
belonging to the Association. The Treasurer shall also be responsible for the deposit of all
monies and other valuable effects in the name, and to the credit of, the Association in such
depositories as may from time to time be designated by the Board.
10.9 Action Without Meeting. Notwithstanding any provision in this Declaration to
the contrary, all actions of the Members, ARC, Board, or any committee of the Board provided
for herein may be taken by unanimous written consent without a meeting, or any meeting thereof
may be held by means of a telephone conference or the like, to the full extent permitted by law.
However, any proposed reclassification of the applicable zones (as described in Article 2) that
requires City approval must be held in an open meeting of which the City is given reasonable
notice.
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ARTICLE 11
ASSESSMENTS
11.1 Annual Assessments. Each Parcel shall be subject to an annual assessment (each,
an "Annual Assessment') in an amount to be set by Declarant or, following expiration or
termination of the Control Period, the Board. The amount of the Annual Assessment for each
Parcel may be increased or decreased from time to time, as needed to pay for the expenses of
Declarant and/or the Association in performing their respective duties and obligations hereunder.
However, if any such change would increase the Annual Assessment applicable to a Parcel by
more than 20% of the Annual Assessment assessed for the prior year (for any reason other than
increases in taxes, insurance or any other expense not within the reasonable control of Declarant
and/or the Association, the introduction of new or additional services, or a requirement of one or
more Governmental Authorities), the change must be approved by a Majority of the Members.
11.2 Special Assessments. If Declarant or, following the expiration or termination of
the Control Period, the Board, at any time (and from time to time) determines that the Annual
Assessments assessed for any period are insufficient to provide for their stated purpose, then the
Board shall have the authority to levy such special assessments as it shall deem necessary to
provide for the same (each, a "Special Assessment'). No Special Assessment shall be effective
until the same is approved in writing by a Majority of the Members. Special Assessments shall
be payable, and the payment thereof may be enforced, in the manner herein specified for the
payment of the Annual Assessments.
11.3 Allocation. Assessments provided for in this Declaration shall be allocated to each
Parcel based on a percentage determined by dividing the square footage of such Parcel by the
square footage of the entire Property.
11.4 Maintenance Fund. Assessments collected shall be paid into the Maintenance
Fund, for the benefit of the Property. Declarant or the Board (as applicable) shall expend the
Maintenance Fund for the maintenance, repair, replacement, insuring, administration,
management and operation of the Shared Use Facilities, for the payment of taxes, for the
performance of the duties of Declarant, the Board and the Association as set forth herein, and for
the enforcement of this Declaration by action at law or in equity, or otherwise. Neither Declarant
nor the Board shall be liable to any Person as a result of action taken by Declarant or the Board
with respect to the Maintenance Fund, except for willful misconduct or fraud.
11.5 Payment. Assessments assessed against each Owner shall be due and payable in
advance annually on the date determined from time to time by Declarant or the Board (as
applicable), subject to the appropriate adjustment based upon actual expenses incurred. Any such
amount not paid and received by the 150` day after the due date thereof shall be deemed
delinquent, and, without notice, shall bear interest at a rate of 18% per annum until paid, but in
no event shall the interest rate exceed the maximum rate allowed by Applicable Law. Declarant
or the Board (as applicable), at its option, may impose and collect late charges on delinquent
payments.
11.6 Lien to Secure Payment. To secure the payment of the Assessments and any
other sums due hereunder (including, without limitation, interest, late fees or delinquency
24
521623.00000121443374 1
charges), a vendor's lien and superior title shall be and is hereby reserved, and a contractual lien
is hereby created, in favor of Declarant and, following expiration or termination of the Control
Period, the Association, in and to each Parcel and improvements thereon, which liens shall be
enforceable as hereinafter set forth by Declarant or, following expiration or termination of the
Control Period, the Association. The liens described in this Article and the superior title herein
reserved shall be deemed subordinate to any Mortgage to secure the repayment of a loan made to
an Owner for the purpose of acquiring a Parcel and/or constructing improvements thereon, and
any renewal, extension, rearrangements, or refinancing thereof; provided, however, that no
foreclosure of any Mortgage shall free any Parcel, improvements or Owner from the liens
securing the Assessments and any other sums due hereunder becoming due and payable
thereafter. The collection of such Assessments and other sums due hereunder may, in addition to
any other applicable method at law or inequity, be enforced by suit for a money judgment and in
the event of such suit, the expense incurred in collecting such delinquent amounts, including
interest, costs and attorney's fees shall be chargeable to and be a personal obligation of the
defaulting Owner. In no event shall the foreclosure of any Mortgage extinguish or discharge the
personal obligation of the foreclosed Owner to pay Assessments or any other sums due
hereunder. The voting rights of any Owner in default in the payment of any Assessment or other
charge owing hereunder for which such Owner is liable shall be automatically revoked for the
period during which such default exists.
11.7 Notice of Lien. Although no further action is required to create or perfect the
liens described herein, Declarant and/or the Association may, as further evidence and notice of
such liens, execute and record a document setting forth as to any Parcel the amount of delinquent
sums due Declarant and/or the Association at the time such document is executed and the fact
that a lien exists to secure the payment thereof. However, the failure of Declarant or the
Association to execute and record any such document shall not in any way affect the validity,
enforceability, perfection or priority of such lien.
11.8 Enforcement of Lien. Each Owner, by acceptance of a deed to such Owner's
Parcel, hereby expressly recognizes the existence of such lien as being prior to such Owner's
ownership of such Parcel and hereby vests in Declarant and, following expiration of the Control
Period, the Association, the right and power to bring all actions against such Owner personally
for the collection of unpaid Assessments and other sums due hereunder as a debt, and to enforce
the aforesaid lien by all methods available for the enforcement of such liens, both by judicial and
non judicial foreclosure. Additionally, by acceptance of the deed to such Owner's Parcel, each
Owner expressly GRANTS, BARGAINS, SELLS AND CONVEYS to Declarant, as trustee (and
to any substitute or successor trustee as hereinafter provided), such Owner's Parcel and all
improvements thereon, and all rights appurtenant thereto, in trust, for the purpose of securing the
aforesaid Assessments and other sums due hereunder remaining unpaid by such Owner from
time to time. The trustee herein designated may be changed at any time by execution of an
instrument in writing signed by Declarant and filed in the Records. In the event of the election by
Declarant or the Association (as applicable) to foreclose the lien herein provided, for
nonpayment of sums secured to be paid by such lien, then it shall be the duty of the trustee, or its
successor, as hereinabove provided, at the request of Declarant or the Association (as applicable)
to enforce this trust and to sell such Parcel and all improvements thereon, and all rights
appurtenant thereto, at the location within Chambers County, Texas and at the time specified by
the Code to the highest bidder for cash after the trustee and Declarant or the Association (as
25
521623 00000121443374.1
applicable), respectively, shall have given notices of the proposed sale in the manner hereinafter
set forth, or otherwise in the manner then provided by the Code. Following sale, the trustee shall
make due conveyance of the Parcel and all improvements thereon to the purchaser or purchasers,
with general warranty of title to such purchaser or purchasers binding upon the Owner of such
Parcel and all improvements thereon and their heirs, executors, administrators and successors.
The trustee shall give notice of such proposed sale in accordance with the requirements of the
Code. Service of such notice shall be completed upon deposit of the notice in the United States
mail, properly addressed to such Owner at the most recent address as shown by the records of
Declarant or the Association (as applicable). The affidavit of any Person having knowledge of
the facts to the effect that such service was completed shall be prima facie evidence of the fact of
such service.
11.9 Post Foreclosure. At any foreclosure, judicial or non judicial, Declarant or,
following expiration or termination of the Control Period, the Association, shall be entitled to bid
up to the amount of the sum secured by its lien, together with costs and attorneys' fees, and to
apply as a cash credit against its bid all sums due to Declarant or the Association (as applicable)
covered by the lien foreclosed. From and after any such foreclosure, the occupants of such Parcel
shall be required to pay a reasonable rent for the use of such Parcel and such occupancy shall
constitute a tenancy -at -sufferance, and the purchaser at such foreclosure sale shall be entitled to
the appointment of a receiver to collect such rents and further, shall be entitled to sue for
recovery of possession of such Parcel by forcible detainer without further notice.
11.10 Property Exempt from Assessments. Notwithstanding anything to the contrary
herein, the following property shall be exempt from the Assessments: (a) any areas designated
as common areas by Declarant and accepted by the Association; and (b) all property dedicated to
and accepted by any Governmental Authority or public utility.
ARTICLE 12
INSURANCE
12.1 Hazard Insurance. Each Owner shall keep, at its own expense, all improvements
on its Parcel (including any Railroad Facilities located thereon) insured against loss or damage
by fire, windstorm, hail, explosion, and such other risks as are from time to time included in a
"special form" policy (or comparable policy by whatever name denominated). Such policy shall
be in an amount not less than the full replacement value of such improvements.
12.2 Liability Insurance. Each Owner shall maintain, at its own expense, commercial
general liability insurance against claims for personal injury or death and property damage
occasioned by accident occurring upon, in or about that Owner's Parcel. Such policy shall
include limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, or such
higher amounts as may be reasonably required by Declarant or the Association from time to
time.
26
521623.000001 21443374.1
ARTICLE 13
TERM
13.1 Term. This Declaration shall run with and bind the Property, and shall inure to the
benefit of and be enforceable by the Association, Declarant, the Owner of any Parcel subject to
this Declaration and their respective successors and assigns for a term of forty (40) years from
the date this Declaration is recorded in the Records, after which time this Declaration shall be
automatically extended for successive periods of ten (10) years; provided, however, that in the
event an instrument terminating this Declaration is signed by Owners owning at least 75% of the
total square footage of the Property and recorded in the Records at least 180 days before the
expiration of the initial 40-year period or any subsequent 10-year period, then this Declaration
shall terminate at the end of such 40-year period or such 10-year period, as the case may be.
ARTICLE 14
GENERAL PROVISIONS
14.1 Enforcement. Each Owner shall strictly comply with the provisions of this
Declaration. Declarant, the Association and each Owner shall have the right to enforce by any
proceedings at law or in equity all restrictions, conditions, covenants, easements, liens and
charges now or hereafter imposed by this Declaration and recover its damages (including,
without limitation, court costs and reasonable attorneys' fees), seek injunctive relief or both. The
City shall have the right to enforce these Declarations by any proceedings at law or in equity.
14.2 Severability. Invalidation of any one or more of these provisions of this
Declaration by judgment or court order shall in no way affect any other provision of this
Declaration, and all such other provisions shall remain in full force and effect.
14.3 Amendment.
(a) During Control Period. During the Control Period, Declarant shall have
and hereby reserves the right at any time, without the joinder or consent of any
Mortgagee or any other Owner, party or entity, except as provided in Subsection 14.3(c),
to amend this Declaration (including any Exhibits hereto) by an instrument filed of record
in the Records, so long as such amendment will not be materially inconsistent with the
general overall plan for the development of the Property as provided herein. For purposes
of carrying out and implementing the provisions of this Section 14.3(a), each Owner
(other than Declarant) appoints Declarant such Owner's irrevocable agent and attorney -
in -fact coupled with an interest with authority to execute and record such amendment.
(b) After Control Period. Following expiration or termination of the Control
Period, this Declaration except as provided in Subsection 14.3(c), may be amended at any
time by Owners (including Declarant) owning 75% of the total square footage of the
Property by an instrument filed of record in the Records.
(c) City Joinder Required. The City must join in any amendment that either
(i) modifies the definition of "Greenbelt Reserve", "Parkway" or "Parkway Protective
Zone", (ii) alters the boundaries of, or uses permitted in, the zones described in
27
521623 00000121443374 1
Section 2.2 above or (iii) modifies any provision of Article 2, Article 3, Article 4, Article
7 or Article 8 above.
14.4 Additional Restrictions. Declarant may make additional restrictions applicable to
any Parcel by appropriate provisions in any deed or deeds hereafter conveying any such Parcel,
without otherwise modifying the general plan outlined above, and such other restrictions shall
inure to the benefit of the Owners of any other land in the Property in the same manner as though
they had been expressed herein. Without the consent of any other party, including any Owner,
Declarant shall have the right to extend the restrictions, covenants, easements and other
provisions hereof to any land hereafter owned or acquired by Declarant, any boundary of which
lies within one (1) mile of the Property ("Additional Land") by filing a supplemental
declaration in the Records adding the Additional Land to the Property subject to this Declaration.
Nothing herein contained, however, shall be deemed to impose any obligation on Declarant to
subject the Additional Land to this Declaration.
14.5 Right of Entry; Enforcement by Self -Help,. Each of Declarant and the Association
shall have the right, in addition to and not in limitation of all of the other rights they may have
under this Declaration, to enter upon any Parcel, including any improvements located thereon,
for emergency, security, maintenance, repair or safety purposes. Except in an emergency
situation, entry shall be only during reasonable hours and after reasonable notice to the Owner or
occupant of the Parcel. In addition to any other remedies provided for herein, Declarant, the
Association and their respective representatives and agents shall have the power to enter upon
any improvements or any portion of a Parcel to abate or remove, using such force as may be
reasonably necessary, any improvement to, or condition on, such Parcel that violates this
Declaration, the Bylaws or any Rules and Regulations. Unless an emergency situation exits,
such self-help shall be preceded by three (3) days' prior notice. All costs of self-help, including
reasonable attorneys' fees actually incurred, shall be assessed against the violating Owner and
shall be collected as provided for herein for the collection of Assessments. All such entries shall
be made so as to reasonably minimize interference with the violating Owner's use of its Parcel.
14.6 Governing Law. This Declaration shall be construed and governed under the laws
of the State of Texas.
14.7 Estoppel Certificates. Within fifteen (15) days after receipt of a written request
from any Owner, Declarant or, following expiration or termination of the Control Period, the
Association, shall certify by written instrument, duly executed and acknowledged, to such Owner
or its lender or purchaser: (i) whether this Declaration has been supplemented or amended;
(ii) whether the Owner is in violation of any provision of this Declaration, and if, so, the
description of the violation; (iii) the then -current Annual Assessment amount and Special
Assessment amount and whether there are any outstanding Assessments against such Owner or
its Parcel; and (iv) any other matters may be reasonably requested by the Owner. The
Association may make a reasonable charge for such estoppel certificate and also be reimbursed
for any reasonable attorneys' fees incurred in connection therewith.
14.8 Non -Waiver. No delay on the part of any party in exercising any right, remedy,
power or privilege hereunder will operate as a waiver thereof, nor will any single or partial
28
521623.00000121443374 1
exercise of any right, remedy, power or privilege hereunder constitute such a waiver or exhaust
the same, all of which will be continuing.
14.9 Non -Liability of Declarant. Neither Declarant nor the City, their respective
agents, employees, officers, directors, partners, members, contractors or attorneys shall be liable
to any Owner or Permittee of a Parcel or any portion thereof or to any other party for any loss,
claim or demand in connection with the breach of any provisions of this Declaration by any party
other than said Declarant.
14.10 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, DECLARANT AND EACH OWNER (BY VIRTUE OF ITS
ACQUISITION OF ITS PARCEL), HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION RELATING TO THIS DECLARATION.
14.11 Waiver of Damages. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, DECLARANT, AND EACH OWNER (BY VIRTUE OF ITS
ACQUISITION OF ITS PARCEL) HEREBY WAIVE ANY RIGHT TO RECOVER
CONSEQUENTIAL, SPECIAL, PUNITIVE AND OTHER SPECULATIVE DAMAGES IN
CONNECTION WITH ANY LEGAL PROCEEDING REGARDING THIS DECLARATION.
14.12 Notice. All notices, demands, bills, statements and other communications under
this Declaration shall be in writing and shall be given personally or by mail. Notices that are
mailed shall be deemed to have been duly given three (3) days after deposit. Owners shall
maintain one mailing address for each Parcel, which address shall be used by Declarant and/or
the Association for mailing of notices, statements and demands. If an Owner fails to maintain a
current mailing address for a Parcel with Declarant or the Association, then the address of that
Owner's Parcel is deemed to be such Owner's mailing address. If a Parcel is owned by more
than one Person, then notice to one co-owner is deemed notice to all co -owners. Any Owner may
change its mailing address from time to time by delivering written notice to Declarant and the
Association in accordance with this Section 14.12. Declarant may change its mailing address
from time to time by delivering written notice to the Owners in accordance with this Section
14.12. The initial mailing address for Declarant, the Association, the Board and the ARC is as
follows:
c/o AmeriPort, LLC
3207 S. Sam Houston Parkway E., Suite 100
Houston, Texas 77047
Attn: Michael J. Plank
14.13 Exhibits. Each exhibit referred to in this Declaration is attached hereto and
incorporated herein for all intents and purposes.
[End of text; signature page follows.]
29
521623.00000 l 21443374. l
IN WITNESS WHEREOF, the undersigned has duly executed this Declaration effective
as of the date first written above.
DECLARANT
AMERIPORT, LLC,
a Texas limited liability company
By:_
Name:
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on , 2019, by
of AMERIPORT, LLC, a Texas limited
liability company, on behalf of such company.
Notary Public, State of Texas
CITY
CITY OF BAYTOWN
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on 2019, by
Richard L. Davis, the City Manager of the City of Baytown, a home -rule municipal corporation,
on behalf of such municipality.
Notary Public, State of Texas
SIGNATURE PAGE TO DECLARATION OF COVENANTS,
CONDITIONS, RESTRICTIONS AND EASEMENTS
AFTER RECORDING RETURN TO:
AmeriPort, LLC
3207 S Sam Houston Parkway E., Ste. 100
Houston, Texas 77047
Attn: Ryan T. Lovell
31
521623.00000121443374.1
EXHIBIT A
THE PROPERTY
LEGAL DESCRIPTION
TRACT 1 - 105.0859
A TRACT OR PARCEL CONTAINING 105.0859 ACRES OR 4,577,543 SQUARE FEET OF
LAND, SITUATED IN THE CHAMBER COUNTY SCHOOL LAND SURVEY, ABSTRACT
NUMBER 321 AND THE G.L. SHORT SURVEY, ABSTRACT NO. 228, CHAMBERS
COUNTY, TEXAS, BEING ALL OF A CALLED 105.0859 ACRE TRACT OF LAND
CONVEYED TO AMERIPORT, LLC AS RECORDED UNDER CHAMBERS COUNTY
CLERK'S FILE NO. 80490, WITH SAID 105.0859 ACRE TRACT BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS;
BEGINNING AT A 5/8 INCH IRON ROD FOUND ON THE WEST R.O.W LINE OF GRAND
PARKWAY (ORIGINALLY STATE HIGHWAY 99) MOM WIDTH VARIES), MARKING
THE NORTHEAST CORNER OF A RESIDUE OF A CALLED 80.271 ACRE TRACT OF
LAND CONVEYED TO J. JENNINGS INVESTMENTS, LP, AS RECORDED IN C.C.C.F.
NO. 2007025092, THE SOUTHEAST CORNER OF A RESIDUE OF A SAID CALLED
210.29 ACRE TRACT OF LAND AND OF THE HEREIN DESCRIBED TRACT;
THENCE THE COMMON LINE OF SAID CALLED 80.271 ACRE TRACT AND SAID
CALLED 210.29 ACRE TRACT, SOUTH 87 DEGREES 20 MINUTES 05 SECONDS WEST
A DISTANCE OF 451.49 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED
"WINDROSE LAND SERVICES" SET MARKING THE SOUTHWEST CORNER OF SAID
210.29 ACRE TRACT, A NORTH CORNER OF SAID 80.271 ACRE TRACT THE
SOUTHEAST CORNER OF A SAID CALLED 58.79 ACRE TRACT OF LAND AND AN
INTERIOR CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE ALONG THE COMMON LINE OF SAID CALLED 58.79 ACRE TRACT AND OF
SAID CALLED 80.271 ACRE TRACT, WITH THE NORTHERLY LINE OF A CALLED
99.305 ACRE TRACT (TRACT II) OF LAND CONVEYED TO FLOMIN INC., AS
RECORDED IN VOL. (05) 826, PG 549, SOUTH 77 DEGREES 21 MINUTES 47 SECONDS
WEST, A DISTANCE OF 2564.14 FEET TO A 1/2 INCH IRON PIPE FOUND MARKING
THE SOUTHEAST CORNER OF A CALLED COASTAL INDUSTRIAL WATER
AUTHORITY CANAL, AS RECORDED IN VOL. 308, PG. 277, VOL. 308, PG. 281 AND
VOL. 442, PG. 273 C.C.D.R., THE SOUTHWEST CORNER OF SAID CALLED 58.79 ACRE
TRACT AND OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE COMMON LINE OF SAID CALLED COASTAL INDUSTRIAL
WATER AUTHORITY CANAL AND OF SAID CALLED 58.79 ACRE TRACT, NORTH 18
DEGREES 06 MINUTES 21 SECONDS EAST, A DISTANCE OF 37.07 FEET TO A CAPPED
5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET FOR AN ANGLE
POINT;
THENCE, CONTINUING ALONG THE COMMON LINE OF SAID CALLED COASTAL
INDUSTRIAL WATER AUTHORITY CANAL AND OF SAID CALLED 58.79 ACRE
521623.000001 21443374. I A-1
TRACT, NORTH 31 DEGREES 38 MINUTES 03 SECONDS EAST, A DISTANCE OF
1783.19 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND
SERVICES" SET MARKING THE NORTHWEST CORNER OF SAID CALLED 58.79 ACRE
TRACT, THE SOUTHWEST CORNER OF A CALLED 37.6437 ACRE TRACT CONVEYED
TO AMERPORT, LLC. PER, AS RECORDED IN VOL. (08) 1053, PG. 709 C.C.D.R., SAME
BEING A NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE COMMON LINE OF SAID CALLED 58.79 ACRE TRACT AND OF
SAID CALLED 37.6437 ACRE TRACT, NORTH 87 DEGREES 14 MINUTES 23 SECONDS
EAST, A DISTANCE OF 1504.78 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED
"WINDROSE LAND SERVICES" SET MARKING THE NORTHEAST CORNER OF SAID
CALLED 58.79 ACRE TRACT AND THE SOUTHEAST CORNER OF SAID CALLED
37.6437 ACRE TRACT, SAME BEING AN INTERIOR CORNER OF THE HEREIN
DESCRIBED TRACT;
THENCE, ALONG THE COMMON LINE OF SAID CALLED 37.6437 AND OF SAID
CALLED 210.29 ACRE TRACT, NORTH 02 DEGREES 48 MINUTES 21 SECONDS WEST,
A DISTANCE OF 2202.84 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED
"WINDROSE LAND SERVICES" SET MARKING THE SOUTHERLY CORNER OF A
CALLED 11.12 ACRE TRACT OF LAND CONVEYED TO COASTAL INDUSTRIAL
WATER AUTHORITY, AS RECORDED IN VOL. 442, PG. 273 C.C.C.F, A WESTERLY
CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT, NORTH 31
DEGREES 53 MINUTES 58 SECONDS EAST, A DISTANCE OF 578.30 FEET TO A
CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
MARKING THE BEGINNING OF A CURVE TO THE LEFT;
THENCE, CONTINUING ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT,
WITH A CURVE TO THE LEFT, HAVING AN ARC DISTANCE OF 347.35 FEET, A
RADIUS OF 570.00 FEET, A CENTRAL ANGLE OF 34 DEGREES 54 MINUTES 55
SECONDS, A CHORD BEARING AND DISTANCE OF NORTH 14 DEGREES 16
MINUTES 58 SECONDS EAST, 342.00 FEET TO A CAPPED 5/8 INCH IRON ROD
STAMPED "WINDROSE LANDSERVICES" SET FOR A POINT OF TANGENCY;
THENCE, CONTINUING ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT,
NORTH 03 DEGREES 01 MINUTES 02 SECONDS WEST, A DISTANCE OF 1144.30 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
FOR AN ANGLE POINT;
THENCE, CONTINUING ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT,
NORTH 03 DEGREES 57 MINUTES 02 SECONDS WEST, A DISTANCE OF 399.60 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
FOR AN ANGLE POINT;
THENCE, CONTINUING ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT,
NORTH 03 DEGREES 06 MINUTES 02 SECONDS WEST, A DISTANCE OF 800.20 FEET
521623.000001 21443374.1 A-2
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
FOR AN ANGLE POINT;
THENCE, CONTINUING ALONG THE LINE OF SAID CALLED 11.12 ACRE TRACT,
NORTH 02 DEGREES 32 MINUTES 02 SECONDS WEST, A DISTANCE OF 332.76 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
FOR THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG NORTH LINE OF SAID CALLED 210.29 ACRE TRACT, NORTH 87
DEGREES 03 MINUTES 31 SECONDS EAST, A DISTANCE OF 190.81 FEET TO A
CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET ON THE
WEST R.O.W LINE OF SAID GRAND PARKWAY MARKING THE NORTHEAST
CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY, SOUTH 02
DEGREES 48 MINUTES 26 SECONDS EAST, A DISTANCE OF 2.21 FEET TO A CAPPED
5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET FOR AN ANGLE
POINT;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
SOUTH 02 DEGREES 44 MINUTES 38 SECONDS EAST, A DISTANCE OF 2737.96 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
MARKING AN ANGLE CORNER;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
SOUTH 87 DEGREES 44 MINUTES 19 SECONDS WEST, A DISTANCE OF 1.32 FEET TO
A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET FOR
CORNER, FROM WHICH A FOUND TxDOT MONUMENT BEARS FOR REFERENCE,
SOUTH 67 DEGREES 24 MINUTES 16 SECONDS WEST, 0.40 FEET;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
ALONG WITH A CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 996.80
FEET, A RADIUS OF 17,038.73 FEET, A CENTRAL ANGLE OF 03 DEGREES 21
MINUTES 07 SECONDS, A CHORD BEARING AND DISTANCE OF SOUTH 00 DEGREES
31 MINUTES 07 SECONDS EAST, 996.66 FEET TO A TxDOT MONUMENT FOUND
MARKING A POINT OF TANGENCY;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
SOUTH 01 DEGREES 09 MINUTES 26 SECONDS WEST, A DISTANCE OF 256.84 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
MARKING THE BEGINNING OF A CURVE TO THE LEFT;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
ALONG WITH A CURVE TO THE LEFT, HAVING AN ARC DISTANCE OF 1187.33 FEET,
A RADIUS OF 17,338.73 FEET, A CENTRAL ANGLE OF 03 DEGREES 55 MINUTES 25
SECONDS, A CHORD BEARING AND DISTANCE OF SOUTH 00 DEGREES 48 MINUTES
16 SECONDS EAST, 1187.10 FEET TO CAPPED 5/8 INCH IRON ROD STAMPED
"WINDROSE LAND SERVICES" SET MARKING A POINT OF TANGENCY;
521623.000001 21443374.1 A-3
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID GRAND PARKWAY,
SOUTH 02 DEGREES 45 MINUTES 59 SECONDS EAST, A DISTANCE OF 244.70 FEET
TO A TxDOT DISK FOUND MARKING A SOUTHEAST CORNER OF THE HEREIN
DESCRIBED TRACT;
THENCE, ALONG THE NORTH LINE OF A CALLED 16.445 ACRE TRACT CONVEYED
TO THE STATE OF TEXAS, AS RECORDED IN VOL (05) 799, PG. 39 C.C.D.R, NORTH 87
DEGREES 41 MINUTES 00 SECONDS WEST, A DISTANCE OF 186.85 FEET TO A
CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
MARKING AN ANGLE POINT, FROM WHICH A FOUND 5/8 INCH IRON ROD FOUND
BEARS FOR REFERENCE, NORTH 84 DEGREES 05 MINUTES 01 SECONDS WEST, 0.40
FEET;
THENCE, CONTINUING ALONG THE NORTH LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 89 DEGREES 25 MINUTES 55 SECONDS WEST, A DISTANCE OF
215.20 FEET TO A TxDOT DISK FOUND MARKING AN INTERIOR CORNER OF THE
HEREIN DESCRIBED TRACT,
THENCE, ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE TRACT, SOUTH 07
DEGREES 39 MINUTES 03 SECONDS EAST, A DISTANCE OF 96.07 FEET TO A TxDOT
DISK FOUND MARKING AN ANGLE POINT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 02 DEGREES 13 MINUTES 02 EAST, A DISTANCE OF 202.57 FEET TO
A TxDOT DISK FOUND MARKING AN ANGLE POINT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 06 DEGREES 22 MINUTES 08 SECONDS EAST, A DISTANCE OF 50.26
FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES"
SET MARKING AN ANGLE POINT, FROM WHICH A 5/8 INCH IRON ROD FOUND
BEARS FOR REFERENCE, NORTH 23 DEGREES 11 MINUTES 57 SECONDS WEST, 0.46
FEET;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 10 DEGREES 08 MINUTES 53 SECONDS EAST, A DISTANCE OF 7.50
FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES"
SET MARKING AN ANGLE POINT, FROM WHICH A TxDOT MONUMENT FOUND
BEARS FOR REFERENCE, NORTH 85 DEGREES 35 MINUTES 45 SECONDS WEST, 0.31
FEET;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 13 DEGREES 54 MINUTES 42 SECONDS EAST, A DISTANCE OF 243.60
FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES"
SET MARKING AN ANGLE POINT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 13 DEGREES 54 MINUTES 36 SECONDS EAST, A DISTANCE OF 196.56
FEET TO A TxDOT DISK FOUND MARKING AN ANGLE POINT;
521623.000001 21443374 1 A-4
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 22 DEGREES 32 MINUTES 33 SECONDS EAST, A DISTANCE OF 37.30
FEET TO A 5/8 INCH IRON ROD FOUND MARKING AN ANGLE POINT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 34 DEGREES 54 MINUTES 59 SECONDS EAST, A DISTANCE OF 21.88
FEET TO A TxDOT DISK FOUND MARKING AN ANGLE POINT
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 45 DEGREES 43 MINUTES 08 SECONDS EAST, A DISTANCE OF 216.55
FEET TO A TxDOT DISK FOUND MARKING AN ANGLE POINT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 16.445 ACRE
TRACT, SOUTH 48 DEGREES 10 MINUTES 46 SECONDS EAST, A DISTANCE OF 117.80
FEET TO A 5/8 INCH IRON ROD FOUND MARKING THE SOUTH CORNER OF SAID
CALLED 16.445 ACRE TRACT, BEING ON THE WEST R.O.W LINE OF SAID GRAND
PARKWAY;
THENCE, CONTINUING ALONG THE WEST R.O.W LINE OF SAID CALLED GRAND
PARKWAY, SOUTH 02 DEGREES 45 MINUTES 59 SECONDS EAST, A DISTANCE OF
268.68 FEET TO THE PLACE OF BEGINNING AND CONTAINING 105.0859 ACRES OR
4,577,543 SQUARE FEET OF LAND, AS SHOWN ON SURVEY, JOB NO. 49292, FILED IN
THE OFFICE OF WINDROSE LAND SERVICES.
TRACT 2 - 6.8055 ACRES
A TRACT OR PARCEL CONTAINING 6.8055 ACRES OR 296,449 SQUARE FEET OF
LAND, SITUATED IN THE CHAMBER COUNTY SCHOOL LAND SURVEY, ABSTRACT
NUMBER 321, CHAMBERS COUNTY, TEXAS, BEING ALL OF A CALLED 6.8055 ACRE
TRACT OF LAND CONVEYED TO AMERIPORT, LLC AS RECORDED UNDER
CHAMBERS COUNTY CLERK'S FILE NO. 80490, WITH SAID 6.8055 ACRE TRACT
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS;
COMMENCING AT 5/8 INCH IRON ROD FOUND, MARKING THE NORTHEAST
CORNER OF WEST CHAMBERS COUNTY ESTATES, SECTION TWO, PLAT OR MAP
THEREOF RECORDED IN VOL. B, PG. 75, C.C.P.R AND THE SOUTHEAST CORNER OF
WEST CHAMBERS COUNTY ESTATES, SECTION ONE, PLAT OR MAP THEREOF
RECORDED IN VOL. A, PG. 75 C.C.P.R;
THENCE, ALONG THE EAST LINE OF SAID WEST CHAMBERS COUNTY ESTATES,
SECTION TWO AND THE WEST LINE OF A CALLED 11.12 ACRE TRACT CONVEYED
TO COASTAL INDUSTRIAL WATER AUTHORITY CANAL, AS RECORDED IN VOL.
442, PG. 273, C.C.D.R, SOUTH 02 DEGREES 32 MINUTES 32 SECONDS EAST, A
DISTANCE OF 952.82 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE
LAND SERVICES" SET MARKING THE POINT OF BEGINNING, BEING THE
NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, SAME BEING THE
521623.000001 21443374.1 A-5
SOUTHEAST CORNER OF SAID WEST CHAMBERS COUNTY ESTATES, SECTION
TWO.,
THENCE, ALONG THE WEST LINE OF SAID CALLED 11.12 ACRE TRACT, SOUTH 02
DEGREES_ 32 MINUTES 32 SECONDS EAST, A DISTANCE OF 716.83 FEET TO A
CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND SERVICES" SET
MARKING A BEGINNING OF A CURVE TO THE RIGHT;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 11.12 ACRE
TRACT, ALONG A CURVE TO THE RIGHT, HAVING AN ARC DISTANCE OF 288.94
FEET, A RADIUS OF 480.00 FEET, A CENTRAL ANGLE OF 34 DEGREES 29 MINUTES
24 SECONDS, A CHORD BEARING AND DISTANCE OF SOUTH 14 DEGREES 26
MINUTES 58 SECONDS WEST, 284.60 FEET TO A CAPPED 5/8 INCH IRON ROD
STAMPED "WINDROSE LAND SERVICES" SET FOR A POINT OF TANGENCY;
THENCE, CONTINUING ALONG THE WEST LINE OF SAID CALLED 11.12 ACRE
TRACT, SOUTH 31 DEGREES 25 MINUTES 58 SECONDS WEST, A DISTANCE OF
344.43 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE LAND
SERVICES" SET ON A WESTERLY LINE OF SAID CALLED 210.29 ACRE TRACT AND
THE EAST LINE OF RESIDUE OF A CALLED 665.8778 ACRE TRACT CONVEYED TO
AMERIPORT, LLC. PER AS RECORDED IN VOL. (08) 1053, PG. 709, C.C.D.R. MARKING
THE MOST SOUTHERLY CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE COMMON LINE OF SAID CALLED 210.29 ACRE TRACT AND
OF SAID CALLED 665.8778 ACRE TRACT, NORTH 02 DEGREES 48 MINUTES 21
SECONDS WEST, A DISTANCE OF 1273.32 FEET TO A CAPPED 5/8 INCH IRON ROD
STAMPED "WINDROSE LAND SERVICES" FOUND ON THE SOUTH LINE OF SAID
WEST CHAMBERS COUNTY ESTATES, SECTION TWO MARKING A NORTHEAST
CORNER OF SAID CALLED 665.8778 ACRE TRACT AND THE NORTHWEST CORNER
OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG THE SOUTH LINE OF SAID WEST CHAMBERS COUNTY ESTATES
SECTION TWO, NORTH 87 DEGREES 11 MINUTES 15 SECONDS EAST A DISTANCE
OF 281.51 FEET TO THE PLACE OF BEGINNING AND CONTAINING 6.8055 ACRES OR
296,449 SO. FT. OF LAND AS SHOWN ON SURVEY, JOB NO. 49292, FILED IN THE
OFFICES OF WINDROSE LAND SERVICES.
TRACT 3 20.8895 ACRES
521623.000001 21443374.1 A-6
A TRACT OR PARCEL CONTAINING 20.8895 ACRES OR 909,949 SQUARE FEET OF
LAND, SITUATED IN THE BENJAMIN WINFREE SURVEY, ABSTRACT NO. 20,
CHAMBERS COUNTY, TEXAS AND BEING A PORTION OF A CALLED 34.662 ACRE
TRACT CONVEYED TO EUGENIA HOWARD HUNT, AS RECORDED UNDER VOL. 260,
PG. 609, CHAMBERS COUNTY DEED RECORDS (C.C.O.R.), BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, WITH ALL
BEARINGS BASED ON TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH
CENTRAL ZONE, NAO 83:
BEGINNING AT A TXDOT ALUMINUM DISK FOUND MARKING THE NORTH LINE OF
A CALLED 36.9907 ACRE TRACT (PARCEL 1) CONVEYED TO CCD INVESTMENTS,
LLC., A TEXAS LIMITED LIABILITY COMPANY RECORDED UNDER VOL. 1333, PG.
570, CHAMBERS COUNTY OFFICIAL PUBLIC RECORDS (C.C.O.P.R.), ON THE SOUTH
LINE OF SAID 34.662 ACRE TRACT, ON THE EAST RIGHT OF WAY (R.O.W.) LINE OF
GRAND PARKWAY (R.O.W. VARIES), AND THE SOUTHWEST CORNER OF THE
HEREIN DESCRIBED TRACT;
THENCE, ALONG THE SAID EAST R.O.W. LINE OF GRAND PARKWAY, NORTH 16
DEGREES 55 MINUTES 09 SECONDS EAST, A DISTANCE OF 838.04 FEET TO A 5/8"
IRON ROD WITH CAP STAMPED "WINDROSE LAND SERVICES" SET MARKING
INTERSECTION OF SAID EAST R.OW. LINE OF GRAND PARKWAY WITH THE
SOUTHEASTERLY R.O.W. LINE OF F.M. 565 (120' R.O.W.) FOR THE NORTHWEST
CORNER OF THE HEREIN DESCRIBED TRACT,
THENCE, ALONG THE SAID SOUTHEASTERLY R.O.W. LINE OF F.M. 565. NORTH 50
DEGREES 20 MINUTES 00 SECONDS EAST, A DISTANCE OF 443.65 FEET TO A 5/8"
IRON ROD WITH CAP STAMPED "WINDROSE LAND SERVICES" SET MARKING THE
SOUTHEAST R.O.W. LINE OF SAID F.M. 565, BEING THE NORTHWEST CUTBACK
CORNER AT THE INTERSECTION OF THE SOUTHEAST R.O.W. LINE OF F.M. 565
WITH THE SOUTHWEST R.O.W. LINE OF F.M. 2354 (CALLED 120' R.OLW.) BEING
THE MOST NORTHERN CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 64 DEGREES 32 MINUTES 45 SECONDS EAST, A DISTANCE OF
100.61 FEET TO A CONCRETE MONUMENT FOUND MARKING THE SOUTHWEST
CUTBACK CORNER OF THE INTERSECTION OF THE SAID SOUTHWEST R.O.W. LINE
OF F.M. 2354 WITH THE SAID SOUTHEAST R.O.W. LINE OF F.M. 565, BEING THE
NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, ALONG SAID SOUTHWEST R.O.W. LINE OF F.M. 2354, SOUTH 40 DEGREES
21 MINUTES 39 SECONDS EAST, A DISTANCE OF 846.24 FEET TO A 5/8" IRON ROD
WITH CAP STAMPED "WINDROSE LAND SERVICES" SET MARKING THE
BEGINNING OF A CURVE TO THE RIGHT;
THENCE, CONTINUING ALONG SAID SOUTHWESTERLY R.O.W. LINE OF F.M. 2354
ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING AN ARC LENGTH OF
399.99 FEET,. HAVING A RADIUS OF 5669.58 FEET, THROUGH A CENTRAL ANGLE
OF 04 DEGREES 02 MINUTES 32 SECONDS, WITH A CHORD BEARING OF SOUTH 38
521623.000001 21443374.1 A-7
DEGREES 20 MINUTES 25 SECONDS EAST, A DISTANCE OF 399.91' FEET TO A 5/8"
IRON ROD WITH CAP STAMPED "WINDROSE LAND SERVICES" SET MARKING THE
SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;
THENCE, DEPARTING SAID R.O.W. LINE OF F.M. 2354, SOUTH 86 DEGREES 45
MINUTES 52 SECONDS WEST, PASSING A 5/8" IRON ROD FOUND MARKING THE
NORTHEAST CORNER OF SAID 36.9907 ACRE TRACT AT A DISTANCE OF 27.05 FEET,
FOR A TOTAL DISTANCE OF 1474.69 FEET TO THE PLACE OF BEGINNING AND
CONTAINING 20.8895 ACRES OR 909,949 SQUARE FEET OF LAND, AS SHOWN ON
JOB NO.49309-R1, PREPARED BY WINDROSE LAND SERVICES INC.
TRACT 4 — 39.497 ACRES
Metes and Bounds Description Of 39.497 Acres of Land Out of The Benjamin Winfree Survey,
Abstract No. 20 Chambers County, Texas
BEING a 39.497 acre tract of land located in the Benjamin Winfree Survey, Abstract No. 20,
said 39.497 acre tract being comprised of the 36.9907 acre (by deed) Parcel No. 1 and the 2.5159
acre (by deed) Parcel No. 2
described in the deed to CCD Investments, LLC recorded in Volume 1333, page 590, of the
Official Public Records of Chambers County, Texas, said 39.497 acre tract being more
particularly described by metes and bounds as follows:
BEGINNING at a point in the east right-of-way line of State Highway 99 (aka Grand Parkway)(a
public right-of-way of varying width), marking northwest corner of said 36.9907 acre Parcel No.
1 at the southwest corner of the 20.8895 acre tract (by deed) described in the deed to National
Property Holdings, LP recorded in Volume 1371, Page 142, of the Official Public Records of
Chambers County, Texas, from which a 5/8 inch iron rod with Texas Department of
Transportation Cap was called for and found bearing South 74 degrees 54 minutes 30 seconds
East at a distance of 0.68';
THENCE, North 86 degrees 46 minutes 02 seconds East, with the south line of said 20.8895 acre
tract, for a distance of 1,448.97 feet, to a 5/8 inch iron rod called for and found marking the
northeast corner of said 36.9907 acre Parcel No. 1 and the northwest corner of the 0.997 acre
tract (by deed) described in the deed to Houston Pipe Line Company recorded in Volume 365
Page 592, of the Official Public Records of Chambers County, Texas;
THENCE, South 03 degrees 39 minutes 31 seconds East, with the west line of said 0.997 acre
tract, for a distance of 333.30 feet, to a capped 5/8-inch iron rod stamped "GORRONDONA" set
for corner at the southwest comer of said 0.997 acre tract and the northwest corner of said 2.5159
acre Parcel No. 2;
521623.000001 21443374.1 A-8
THENCE, North 86 degrees 32 minutes 52 seconds East, with the south line of said 0.997 acre
tract common with the north line of said 2.5159 acre tract, for a distance of 234.11 feet, to a
capped 5/8-inch iron rod stamped "GORRONDONA" set for corner in the southwest right-of-
way line of Farm to Market Road 2354 (aka South Cotton Lake Road)(a 120 foot wide public
right-of-way) and marking the SOUTHEAST CORNER OF SAID 0.997 ACRE TRACT AND
THE NORTHEAST CORNER OF SAID 2.5159 ACRE PARCEL NO. 2;
THENCE, South 35 degrees 29 minutes 55 seconds East, with said southwest right-of-way line
of F.M. 2354, for a distance of 383.61 feet, to a bent 2 inch iron pipe called for and found for
corner at the southeast corner of said 2.5159 acre Parcel No. 2 and the northeast corner of the
3.980 acre tract (by deed) described in the deed to Archie Delma Dutton and Betty Lou Dutton
recorded in Volume 1371, Page 142, of the Official Public Records of Chambers County Texas
from which a 2 inch iron pipe called for and found marking the northeast corner of the 120.5 acre
tract (by deed) described in the deed to ADS Smart Land, Ltd. recorded in Volume 858, Page 56
of the Official Public Records of Chambers County, Texas bears South 35 degrees 35 minutes 00
seconds East at a distance of 773.81 feet;
THENCE, South 86 degrees 18 minutes 31 seconds West, with the south line of said 2.5159 acre
Parcel No.
2 common with the north line of said 3.980 acre tract, for a distance of 436.39 feet, to a 1 inch
iron pipe found for comer at the southwest corner of said 2.5159 acre Parcel No. 2 and the
northwest corner of said 3.980 acre tract, located in the east line of the 9.725 acre tract (by deed)
described in the Release of Lien document to Charles T. Harmon, et ux recorded in Volume 158
Page 605, of the Official Public Records of Chambers County, Texas,
THENCE, North 03 degrees 41 minutes 05 seconds West, with the west line of said 2.5159 acre
Parcel No. 2 common with said east line of said 9.725 acre tract, for a distance of 218.69 feet to
a 5/8 inch iron rod called for and found at the northeast corner of said 9.725 acre tract and the
southeast corner of said 36.9907 acre Parcel No. 1, located in the centerline of the 30 foot wide
Tennessee Gas Transmission Company Pipeline Easement recorded in Volume 170, 597, of the
Official Public Records of Chambers County, Texas;
THENCE, South 52 degrees 12 minutes 10 seconds West, with said centerline of the pipeline
easement and with the southeast line of said 36.9907 acre Parcel No. 1 common with the
northwest line of said 9.725 acre tract and the northwest line of the 2.909 acre tract (by eed)
described in the deed to Charles T. Harmon, et ux recorded in Volume 599, Page 110, of the
Official Public Records of Chambers County, Texas, for a distance of 1,530.72 feet, to a capped
5/8-inch iron rod stamped "GORRONDONA" set for corner in the north line of said 120.5 acre
tract, from which a 2 inch iron pipe called for and found marking the northeast comer of said
120.5 acre tract bears North 86 degrees 46 minutes 57 seconds East at a distance of 2,112.14
feet•
THENCE, South 86 degrees 46 minutes 57 seconds West, with the south line of said 36.9907
acre Parcel No. 1 common with the north line of said 120.5 acre tract, for a distance of 481.35
feet, to a point for corner in said east right-of-way line of State Highway 99, from which a 5/8
521623.000001 21443374.1 A-9
inch iron rod with Texas Department of Transportation Cap was called for and found bearing
North 66 degrees 37 minutes 12 seconds East at a distance of 0.32':
THENCE, North 02 degrees 43 minutes 46 seconds West, with said east right -of way line of
State Highway 99, for a distance of 175.38 feet, to a capped 5/8-inch iron rod stamped
"GORRONDONA" set for a point on a curve to the right having a central angle of 19 degrees 3 8
minutes 01 seconds, a radius of 2.056.34 feet and a chord bearing North 07 degrees 01 minutes
28 seconds East for a distance of 701.20 feet:
THENCE, with said east right-of-way line and with said curve to the right for an are distance of
704.65 feet, to a point for the end of the curve, from which a 5/8 inch iron rod with Texas
Department of Transportation Cap was called for and found bearing South 76 degrees 00 minutes
37 seconds East at a distance of 0.95';
THENCE, North 16 degrees 55 minutes 49 seconds East, continuing with said east right-of-way
line of State Highway 99, for a distance of 473.52 feet, to the POINT OF BEGINNING and
containing 39.497 acres (1,720,485 square feet) of land, more or less.
521623.000001 21443374 1 A-10
EXHIBIT C
PARKWAY PROTECTIVE ZONE AND GREENBELT RESERVE
End of Parkway Protective Zone
100ftfrom ROW Building Setback Line
5Dft from ROW
J
J J
J
J J
J� 75ft separation between vegetation massing
Parking Setback Line
J
�J
J
ROW Line State Highway 99
' 15ft separation per tree
" 5 foot separation per shrub
300ft
Pa rkway
Protection
Zone
30 gallon evergreen 3 gallon evergreen shrub
30 gallon large canopy�:j 5 gallon evergreen shrub
30 gallon understory 6 foot berm
End of Parkway Protective Zone — ROW boundary99
BuildingSetback Line Parking Setback Line
s
50 foot Greenbelt Reserve
300 foot Parkway Protective Zone
i
C-1
521623.00000121443374.1