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Ordinance No. 5,685901108 -1 ORDINANCE NO. 5685 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, ACCEPTING THE BID OF JAYCO RESOURCES, INC. FOR AN OIL AND GAS LEASE; AUTHORIZING AND DIRECTING THE MAYOR AND THE CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO SUCH OIL AND GAS LEASE AGREEMENT; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. WHEREAS, the City Council of the City of Baytown did authorize the Purchasing Department for the City of Baytown to advertise for bids for an oil and gas lease to be received November 7, 1990; and WHEREAS, notice to bidders as to the time and place, when and where the contract would be let was published pursuant to the provisions of TEX.NAT.RESOURCES CODE ch. 71; and WHEREAS, all bids were opened and publicly read at City Hall at 2:00 p.m., Wednesday, November 7, 1990, as per published notice to bidders, and a public hearing held at 6:30 p.m. on the November 8, 1990, for the consideration of such bids; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby accepts the bid of Jayco Resources, Inc. for an oil and gas lease having determined that their bid represents the fair value of the lease. Section 2: That the City Council of the City of Baytown, Texas, hereby approves an oil and gas lease agreement with Jayco Resources, Inc. and authorizes the Mayor and City Clerk of the City of Baytown to execute and attest to the said agreement, a copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for intents and purposes. Section 3: 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 8th day of November, 1990. o ETT O. HUTTO, ayor r] ATTEST: F— -1 s ELEEN P. HALL, City Clerk RANDALL B. STRONG ity Attorney C:1:40:13 901108 -1a STATE OF TEXAS { { OIL AND GAS LEASE COUNTY OF HARRIS { This Oil and Gas Lease made this day of 1990, between the CITY OF BAYTOWN, TEXAS, acting herein through its Mayor, hereunto duly authorized, whose address is P. O. Box 424, Baytown, Texas, 77522 -0424, as Lessor, and JAYCO RESOURCES, INC. as Lessee, whose address is 14925 Memorial Drive, Suite 108, Houston, Texas 77079. W I T N E S S E T H: 1. Estate Granted. Lessor, in consideration of TEN DOLLARS ($10) and other good and valuable consideration in hand paid, of the royalties herein provided, and of the covenants and agreements hereinafter contained on the part of the Lessee to be kept and performed, hereby GRANTS, LEASES and LETS exclusively unto said Lessee, its successors and assigns, for the sole and only purpose of investigating, exploring, prospecting, drilling and operating for, developing, producing, removing and marketing oil and gas (for the purposes of this lease, references to "oil and gas" shall include oil, gas, casinghead gas and the by- products thereof, and such other hydrocarbon substances and sulphur as are produced with, incidental to and as a part of the production of oil or gas only, any other minerals being specifically excluded from this lease), to produce, save, take care of, treat, store and transport and own said products, the lands in Harris County, Texas, described in Exhibit "A" which is attached hereto and made a part hereof for all purposes, which lands are sometimes referred to herein as the "leased premises." For the purpose of calculating certain payments hereinafter provided for, said land is estimated to comprise 74.8375 acres, whether it actually comprises more or less. 2. Primary Term. Subject to the other terms and provisions herein contained, this lease shall be for a term of five (5) years from this date (called "primary term ") , and as long thereafter as oil or gas is produced in paying quantities from the leased premises or so long as this lease may be continued in force and effect under the other terms and provisions hereof. 3. Royalties. As used in this paragraph 3, the "royalty share" means twenty per cent (20 %) . Lessor reserves, and Lessee covenants and agrees for Lessee, its heirs, successors and assigns: A. To deliver to Lessor, or at Lessor's option to deliver to the credit of Lessor to the pipeline to which Lessee may connect its wells the royalty share of all oil (which term shall include all condensate and other liquid hydrocarbons which are or can be extracted or removed from oil or gas by any extraction methods • provided for herein) produced and saved by Lessee from said land, or from time to time, at the option of Lessee, to purchase such oil and to pay Lessor therefor the highest posted market price for oil of similar kind and quality prevailing in the field where produced on • the day of purchase, the royalty share in either case to bear no part of the cost of treating oil to render it marketable pipeline oil. Lessor's royalty share will bear no cost of any kind other than production taxes, if any. B. To pay Lessor on gas and casinghead gas, or other gaseous substance, produced from said land, and sold or used off the premises (and not processed as hereinafter provided), the royalty share of the market value at the well of the gas so sold or used. If such gas shall be processed in an extraction, absorption or similar plant for the extraction of liquid hydrocarbons, Lessee shall pay to Lessor the royalty share of the market value of all gasoline and other products extracted from such gas or casinghead gas together with the royalty share of the market value of the residue gas. For purposes hereof, the term "market value" shall mean the price being paid for Lessee's share of the gas at the time such gas is produced by a gas pipeline purchaser which is unaffiliated by ownership or common control with the Lessee. Unless Lessor or Lessor's representative consent to any such gas purchase contract, which has in fact been arrived at through good faith, arm's- length negotiations, then Lessor shall be deemed to have elected to take the royalty share of gas in kind for the term of such contract. Should Lessor elect to take its royalty gas in kind, then Lessor and Lessee agree that the royalty share of such gas shall be delivered to Lessor at a single point on Lessee's gathering line on the leased premises designated by Lessor. Lessor shall install and maintain, at its sole cost and expense, the necessary pipelines, connections, valves, meters and other facilities for the delivery of said royalty gas to Lessor, at the designated delivery point. Lessor shall assume full responsibility for handling and using said royalty gas from said delivery point. C. To deliver to Lessor, or at Lessor's option, to sell for Lessor's account and account to Lessor for, the royalty share of such other mineral substances or the market value thereof, as may be produced incidental to and as a part of or mixed with oil, gas and other gaseous or liquid hydrocarbons. The royalties retained by Lessor shall be free and clear of any and all costs and charges whatsoever, including but not limited to, costs of development, production, dehydration, compression and transportation and other similar and related costs and transportation surcharges. - 2 - All gross production, windfall profits and severance taxes assessed against the royalties retained by Lessor shall be paid by Lessor. All other taxes, . except ad valorem taxes assessed against Lessor's retained royalty, if any, shall be paid by Lessee. 4. Shut -in Royalties. If Lessee drills a well on land covered by this lease or on land pooled therewith, which well is capable of producing oil or gas but such well is not being produced and this lease is not being maintained otherwise as provided herein, this lease shall not terminate, whether it be during or after the primary term (unless released by Lessee) and it shall nevertheless be considered that oil or gas is being produced from the land covered by this lease. When the lease is continued in force in this manner, Lessee shall pay or tender as royalty to the Lessor who at the time of such payment would be entitled to receive royalty hereunder if the well were producing or deposit to their credit in the depository bank as hereinafter provided a sum equal to 1 /12th of the amount equal to Two Hundred and No /100 ($200.00) Dollars per acre of land covered by this lease per year, which sum shall increase to Five Hundred and No /100 ($500.00) Dollars per acre per year at the beginning of the third year of any shut -in well, for each calendar month, or portion thereof, thereafter during which said well is situated on said land, or on land pooled therewith, and this lease is not otherwise maintained, or this lease is not released by Lessee as to the land on which or the horizon, zone or formation in which the Well is completed. The first payment of such sum shall be made on or before the first day of the calendar month after expiration of 270 days from the date the lease is not otherwise maintained for all accruals from the 180th day after any shut -in well to such date, and thereafter on or before the first day of each third calendar month for all accruals to each such date. Lessee shall not be required to pay shut -in royalties for the first 180 days after any well is shut -in. Lessee's failure to pay or tender or to properly or timely pay or tender any such sum as royalty shall render Lessee liable for the amount due but it shall not operate to terminate this lease. Each such payment or tender shall be made to the parties who at the time of payment would be entitled to received the royalties which would be paid under this lease if the wells were producing, and may be deposited in the Baytown State Bank at Baytown, Texas, or its successors, which shall continue as depositories, regardless of changes in the ownership of shut -in royalty. If any time that Lessee pays or tenders shut -in royalty, two or more parties are, or claim to be, entitled to receive same, Lessee may, in lieu of any other method of payment herein provided, pay or tender such shut -in royalty, in the manner above specified, either jointly to such parties or separately to each in accordance with their respective ownerships thereof, as Lessee may elect. Any payment hereunder may be made by check or draft of Lessee deposited in the mail or delivered to the party entitled to receive payment or to a depository bank provided for above on or before the last date for payment. In the event of assignment of this lease in whole or in part, liability for payment hereunder shall rest - 3 - exclusively on the then owners of this lease, severally as to acreage owned by each. Notwithstanding the payment of such shut -in gas or oil well royalty, Lessee shall be and remain under the continuing obligation to use all reasonable efforts (a) to find a suitable market for said gas, and to commence or resume marketing same when a suitable market is available, and (b) to drill such wells thereon as may be necessary to protect the same from drainage by wells on adjoining or nearby land. 5. Partial Releases. Lessee may at any time or times execute and deliver or place of record a release or releases covering any portion or portions of the above described premises and thereby surrender this lease as to such portion or portions and be relieved of all obligations except prior obligations and obligations for surface damages as to the acreage surrendered, and thereafter any payments dependent on the number of acres then subject to this lease shall be reduced in proportion that the acreage covered hereby is reduced by said release or releases. 6. Operations Conducted After Expiration of Term. If at the expiration of the primary term oil or gas is not being produced in paying quantities from the lands covered by this lease or lands pooled therewith, but Lessee is then engaged in operations for drilling or completing any well thereon, this lease shall, nevertheless, remain in force so long as Lessee conducts such operations and, if production of oil or gas in paying quantities is obtained, then this lease shall remain in force so long as such production continues in paying quantities in accordance with the terms hereof. Provided further, if any production of oil or gas in paying quantities has been obtained in any well drilled by Lessee, and such production should cease from any cause, this lease shall not terminate if Lessee commences additional drilling or reworking operations within ninety (90) days following such cessation and thereafter diligently prosecutes drilling or reworking operations upon said land with no cessation of more than ninety (90) consecutive days, and if such activity results in the production of oil or gas in paying quantities, then this lease shall continue in force for the duration of such production in accordance with the terms hereof. "Operations for drilling" or "drilling operations" shall mean the actual process of drilling a well in search of oil and /or gas with adequate tools. 7. Use of Surface Restricted; Surface Damages and Restoration. (a) Except as expressly provided herein, without Lessor's written consent, no surface operations shall be conducted upon the leased premises. Such consent of a drilling location shall not be unreasonably withheld. If Lessor grants such consent, or if Lessor elects to require Lessee to drill an offset well to protect the leased premises from drainage in accordance with the provisions of Paragraph 17 hereof, the following provisions shall govern Lessee's use of the surface: �,M {1) Lessee agrees to hold, save and protect Lessor safe and harmless of and from any and all c la ims that may arise directly or indirectly from its operations on the leased premises, including, but not limited to claims for personal injury or death, property damage or loss, fires, blowouts, leaks, spills, pollutants, contamination and explosions and other causes. Lessee agrees to keep and maintain in force adequate casualty, liability and property damage insurance against all risk and all hazards with coverage in the amounts specified in Exhibit "B" attached hereto, and to name Lessor as an additional insured thereon and to provide written proof of such coverage at Lessor's request. (2) Lessee shall pay to Lessor reasonable compensation for all damages caused by its operations to the surface, roads, trees, landscaping, fences, sidewalks, subsurface fresh water strata, driveways, buildings, playground equipment, utility interruptions, parklands, drainage watersheds, shrubbery, parking areas, curbs and gutters or any other property or improvement of Lessor. a. In the event Lessee uses any of Lessor's roadways, parking areas, bridges or improvements for access to any drillsite, whether such drillsite is located on the lease premises or otherwise, then and in such event, Lessee shall, prior to such use, post a bond in an amount to be set and established by the Lessor and which bond shall be issued and signed by a corporate surety approved by Lessor to indemnify and protect Lessor from any damage of any kind to or destruction of any of Lessor's paved roadway, parking area, curb or gutter, bridges, or drainage or utility facilities. The bond amount shall be adequate to insure repair of any such damages, but shall not exceed that required by Chapter 20 of the Code of Ordinances of the City of Baytown as it may from time to time be amended. b. In addition to and not in substitution of the damages provided from herein, and as additional consideration for this lease, Lessee agrees to pay $10,000.00 per well per location, with four acres being a standard location. Also, Lessee shall pay to Lessor the sum of $10,000.00 per surface acre for each additional acre in excess of the standard location of four acres used by Lessee for its operations hereunder. If less than a full acre is used, the amount paid shall represent a proportionate pro -rata amount. Prior to the commencement of each drilling operation, Lessee shall cause the drillsite, including access roads, to be surveyed and a plat thereof made, and furnish the survey plat to Lessor a minimum of ten (10) - 5 - days prior to the commencement of such operations. Payment of said sum by Lessee's check shall be made contemporaneously with the delivery of the survey • plat. (3) Lessee agrees that it shall permit Lessor, its agents, attorneys and representatives (at their sole risk and expense) access to the drillsites to inspect the facilities and insure compliance herewith and with the terms of this lease and of the Code of Ordinances of the City of Baytown as it is now or may hereafter be constituted. (4) During operations (whether drilling, completion or workover) and thereafter, Lessee shall: a. Fully abide in all respects with the Code of Ordinances of the City of Baytown as it is now or may hereafter be constituted. b. Operate and power any well by electric motors and lubricate and insulate in a manner to reduce and maintain any noise to a reasonable standard. C. Take necessary steps to keep dust to a minimum. d. Restrict all agents, contractors, employees and representatives to the immediate area of the drill site and advise all of such employees to park and congregate in such restricted area. e. Keep the drillsite and immediate area free of trash and debris. f. Confine the drillsite to the smallest possible area. g. Restore the surface to a clean and even condition, remove all boards and building materials, scrap or waste products and /or chemicals, oil, drilling mud, cement or other materials, to provide a suitable, non -toxic and non - hazardous condition, including removal and replacement of the surface if necessary. h. Employ portable tanks rather than pits for the retention or storage of drilling fluids, salt water, chemicals and the like. i. Prevent the overflow or spillage of oil, salt water or chemicals on the surface of the premises so that vegetation can grow. • j. Take steps in restoring the surface to provide for adequate drainage. a k. Take such steps as may be necessary to prevent salt water, waste materials, chemicals, acid or oil from running or flowing on or across the premises or into creeks, gullies, ditches or ravines that flow across or on the premises, whether by overflow or watershed caused by rain. 1. Use best efforts to prevent agents, contractors, representatives or employees from carrying firearms, alcohol or drugs onto the premises. M. Pay a penalty of $250.00 per day for each day in which cleanup and restoration work called for herein is not completed within thirty (30) days after the workover or completion rig is released. n. Flare no gas except for such limited periods of time as reasonably necessary for testing purposes. o. Keep all areas free of trash and debris and keep trash barrels, if any, emptied and of neat appearance. p. Maintain the locations and wells in a sightly manner with clean stone, gravel or shell, fences and appropriate landscaping. q. Prevent at all times damage to or destruction of any decorative or hardwood trees or outside the drillsite. r. Confine workover operations to the hours of 6:00 a.m. to 7:00 p.m. (except for emergencies). (b) Nothing in this section shall prevent Lessee from drilling to or through the subsurface of the leased premises by directional techniques. 8. Removal of Property. Except as provided herein, Lessee shall have the right at any time during or within ninety (90) days after the expiration of this lease to remove all property and fixtures placed by Lessee on said land, excluding the right to draw and remove all casing unless specifically authorized in writing by Lessor. Lessee will bury all pipe lines at least 36 inches below the surface, and no well shall be drilled within two hundred (200) feet of any building now on said land without Lessor's consent. 9. Assignability. The rights of either party hereunder may be assigned, transferred or farmed out in whole or in part. No change or division in ownership of the land, rentals or royalties, however accomplished, shall operate to enlarge the obligations or diminish the rights of Lessee, and no change or division in such ownership shall be binding on Lessee until thirty (30) days after Lessee shall have been furnished by certified United States Mail at Lessee's principal place of - 7 - business with a certified copy of the recorded instrument or instruments evidencing same. Except as provided in the next sentence to the contrary, the rights of the Lessee hereunder may not be assigned in whole or in part without the express written consent of the Lessor hereunder, which consent shall not be unreasonably withheld. Lessee shall have the right to make assignments to its working interest partners without the prior written consent of the Lessor so long as only Lessee is the operator of the wells. Such assignment shall not be effective unless the assignee or assignees thereunder first agree in writing to be bound by the terms and provisions of this lease. In the event this lease shall be owned in whole or in part or in undivided interests by more than four persons or entities, all persons or entities owning working interests hereby agree and designate the registered agent of Lessee as their registered agent for service of process and as their attorney -in -fact for the purposes of executing any release of this Oil and Gas Lease. In the event of assignment hereof in whole or in part, liability for breach of any obligation hereunder shall rest upon the Lessee hereunder as well as any assignees of said lease jointly and severally; provided, however, that Lessee or any assignee of Lessee who is not an owner of a working interest in said lease at the time of such breach shall no longer be liable to Lessor for any such breach if Lessor shall have consented in writing to such assignment. Lessor shall have the right to assure itself of the financial responsibility of any proposed Assignee (except as provided in the second sentence of this Paragraph) and Lessor may require any such proposed Assignee to furnish a bond or other security to ensure its performance hereunder. 10. Covenant to Reasonably Develop. After the discovery of oil or gas in paying quantities on said premises, Lessee shall develop the leased premises as would a reasonably prudent operator under the same or similar circumstances. 11. Force Maleure. All express or implied covenants of this lease shall be subject to all Federal and State laws, Executive Orders, Rules or Regulations, and this lease shall not be terminated in whole or in part, nor Lessee held liable in damages for failure to comply therewith, if compliance is prevented by, or failure is the result of, any such valid Law, Order, Rule or Regulation, or if prevented by an Act of God or of the public enemy. If oil or gas is discovered but production or further operations are prevented by any of the causes enumerated in this Paragraph 11, this lease shall be considered producing and shall continue in full force and effect until Lessee is permitted to produce the oil or gas, and as long thereafter as oil or gas actually is produced in paying quantities as herein provided. Lessee agrees to use its best efforts to cure the cause of any delay so as to commence or recommence operations or production as soon as practicable and to promptly inform Lessor as to causes of • delay and efforts to cure same. - 8 - 12. No Warranty of Title. Lessor believes that it is the owner of the mineral estate covered by this lease, but it makes no warranty of title to the Lessee. Lessee agrees to give to • Lessor a copy of its title opinion as to the ownership of the mineral estate covered by this lease. It is agreed, however, that if Lessor owns or controls a mineral interest in the leased premises less than the entire fee simple estate, then the royalties and other monies to be paid to Lessor shall be reduced proportionately. 13. Notices. Any and all notices, reports or information required or permitted to be given hereunder shall be deemed to have been delivered and received when delivered in person to the party directed, or five (5) days after being deposited in the United States mail, postage prepaid, certified with return receipt requested, addressed to Lessor or Lessee at their respective addresses stated above. The parties may change their respective addresses for receiving notices hereunder by giving notice of such change in the manner above provided. 14. Use of Water. Lessee shall have free use of water from said land, except water from Lessor's wells, reservoirs, and tanks for drilling operations hereunder. Lessee shall not drill or operate water wells or take water in such way as to injure the water wells of Lessor or interfere with or restrict the supply of water to Lessor. Lessee shall not use fresh or potable water for secondary recovery or waterflood operations. In drilling oil or gas wells, Lessee shall advise Lessor of any fresh water bearing formations encountered and shall upon request furnish Lessor any and all logs made by Lessee from the surface of the ground to the bottom of the surface casing. Upon abandonment of any well drilled for oil or gas, Lessee shall offer to turn it over to Lessor, with the hole in suitable condition to be completed as a water well in a fresh water formation. Lessor shall have thirty (30) days after receipt of such offer in which to elect to take over such well, unless a drilling rig is on location, in which case, the period shall be shortened to twenty -four (24) hours. It is understood if Lessor takes over the well and pipe, Lessor will assume all future responsibility for the well above the plugs which shall be set by Lessee at all depths below the deepest fresh water sand. 15. Pooling and unitization. Lessee is hereby granted the right to pool or unitize, as to any one or more formations, the land covered by this lease or any part thereof with any other land, lease, leases, mineral estates or parts thereof for the production of oil, gas and other minerals and their respective constituent products. Units pooled for oil hereunder shall not exceed forty (40) acres each in area and gas units shall not exceed six hundred forty (640) acres each in area, each plus a tolerance of ten percent (10 %) , provided that if any federal or state law, executive order, rule or regulation shall prescribe a spacing pattern for the development of the field or allocate a producing allowable on acreage per well, then any such units may . embrace as much additional acreage as may be so prescribed or as may be used in such allocation or allowable. Lessee shall file written unit designations in the county in which the premises are located. Such units may be designated either before or after the completion of wells, and Lessee may reduce, enlarge, reform, . modify or dissolve such units at any time prior to the discovery of oil or gas on the pooled acreage, or after discovery of oil or gas at any time subsequent to the cessation of production thereof by filing a written declaration to such effect in the same county. A unit shall be effective on the date set forth in said declaration or if said declaration provides no effective date, then it shall be effective upon filing of the declaration. Drilling operations on or production from any part of the pooled acreage shall be treated as if such drilling operations were upon or such production was from the land described in this lease whether or not the well or wells are located on the leased premises. The entire lease acreage shall be treated for all purposes, except the payment of royalties on production from the pooled unit, as if it were included in such unit. In lieu of the royalties herein provided, Lessor shall receive on production from a unit so pooled only such portion of the royalty stipulated herein as the amount of Lessor's acreage placed in the unit or Lessor's royalty interest therein on an acreage basis bears to the total acreage pooled in the particular unit involved. Formation of one or more units shall not exhaust Lessee's right to form additional units, and any subsequently formed units need not conform in size, shape, area or stratum with other units. Notwithstanding any provisions hereof to the contrary, if a part of the leased premises is included within a pool or proration unit, drilling operations or production from the unitized premises shall maintain this lease only as to that portion of the leased premises within such pool or unit, regardless of whether such unit is located totally within the acreage covered by this lease or not. As to that portion of the leased premises not included in a unit after expiration of the primary term this lease may be maintained only by production or by operation of other provisions herein which pertain to reworking operations, drilling operations or additional drilling operations. Within sixty (60) days after the expiration of the primary term, Lessee agrees to release in recordable form all acreage not held by production in paying quantities or by operations as elsewhere herein provided. 16. Compliance With Recuulatory Authorities. The Lessee agrees that it is bound by the rules of both the Texas Railroad Commission and the City of Baytown as they may apply; and, in the event of conflict, the rules of the Texas Railroad Commission shall control. 17. Offset Obligation. Should a well producing oil and /or gas in paying quantities be completed within 467 feet of the leased premises, or at any distance within 467 feet of the leased premises, or at any distance from the leased premises which is capable of draining oil or gas from the leased premises, and should such actual production continue for at least six (6) • months, Lessee shall drill such offset well to protect lease premises from drainage as and within the time that a reasonable - 10 - and prudent operator would drill under the same or similar circumstances. The obligation to drill offset well shall not apply where (i) the well to be offset is separated from the leased premises by a well, producing from the same horizon, from which Lessor is receiving royalties or (ii) there is already on the leased premises a well within 467 feet of the outside boundary thereof which is producing from the same horizon. In the event Lessee shall fail to commence operations for the drilling of any required offset well within the time a reasonable and prudent operator would drill under the same or similar circumstances, then and in such event, Lessee shall promptly file of record in the Official Public Records of Real Property of Harris County a full release of the producing strata of this lease except as to those areas which are included within units created under the provisions hereof on which there is production or operations, and except for two acres around each well located on the leased premises which is not pooled with other land. 18. Lessor's Representative. Lessor hereby designates the City Manager of the City of Baytown as its agent for purposes of receiving all notices provided for herein. Wherever in this lease consent, authorization or approval of the Lessor is required or permitted, such consent, authorization or approval may be granted by the City Manager. The City Manager, may, at his discretion, refer any such matter to the City Council for such consent, authorization or approval. EXECUTED IN DUPLICATE as of the date first above written. ATTEST: EILEEN HALL, City Clerk ATTEST: Secretary • LESSOR: CITY OF BAYTOWN, TEXAS By: EMMETT O. HUTTO, Mayor LESSEE: JAYCO RESOURCES, INC. By: - 11 - JAY H. SMITH, President THE STATE OF TEXAS { { COUNTY OF HARRIS { • BEFORE ME, the undersigned, a Notary Public in and for said county and state, on this day personally appeared JAY H. SMITH, President, known to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of said JAYCO RESOURCES, INC., a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN under my hand and seal of office, this _ _ day of 1990. S:5:17:15 0 JAY H. SMITH, Affiant NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS - 12 - TRACT NO. I BEING that certain 39.0343 acres tract of land out of the David McFadden Survey A -59.1 and the Christian Smith Survey A -69 , Harris County, Texas, and being all of that undivided 4 /5ths interest conveyed by Georgia Belle Hilton, a widow, to W. L. Jenkins and .Louise Jenkins as referenced by County Clerk File No. 600856 and being all of that undivided 1 /5th interest conveyed by Georgie Belle Hilton, Guardian of the persons and estates of James Raymond Hilton and Patricia Ann Hilton, minors to W. L. Jenkins and Louise Jenkins as referenced by County Clerk File No. 600858 and being more particularly described by metes and bounds as follows: COMMENCING at the intersection of the Northeast right -of -way line of Crosby -Cedar Bayou Road and the East right -of -way line of the Dayton -Goose Creek Railroad; THENCE, North 27 °49'8" East with the East right -of -way line of the Dayton -Goose Creek Railroad, a distance of 147.0 feet to the POINT OF BEGINNING of the tract herein described; THENCE, from the POINT OF BEGINNING, North 81 °3'31" East with the North line of a tract of land owned by the John G. Martin Estate and the South line of this tract, a distance of 2,400.76 feet to a point situated in the West line of a tract of land previously owned by E. B. Pickett, Jr., said point also being the Northeast corner of the above mentioned Martin tract and the most Southerly East corner of this tract; THENCE, North 15 °39'2" West with the West line of the above mentioned E. B. Pickett, Jr., tract and the East line of this tract, a distance of 224.54 feet to a point for an intra corner of this tract, said point also being the Northwest corner of the above mentioned E. 8. Pickett, Jr. tract; THENCE, North 80 °18'56" East with the North line of the above mentioned E. B. Pickett, Jr., tract and the South line of this tract, a distance of 303.25 feet to a point for the most Easterly South corner of this tract, said point also being the Southwest corner of Cedar Bayou Estates, plat of said Subdivision being recorded in Volume 28, at Page 29, of the Harris County Map Records, Harris County, Texas; THENCE, North 8 042'10" West with the West line of the above men- tioned Cedar Bayou Estates and the East line of this tract, a distance of 607.96 feet to a point for the Northeast corner of this tract, said point also being an intra corner of the above mentioned Cedar Bayou Estates; 0 THENCE, South 80 033'13" West with the South line of the above mentioned Cedar Bayou Estates and the North line of this tract, a distance of 1819.04 feet to a point for the most Northerly West corner of this tract; THENCE, South 27 049'8" West with the East line of a tract pre- viously conveyed by Neal Polk to Charles G. Hooks by deed dated August 14, 1945 and of record in „Volume 1455, at Page 19, of the Deed Records of Harris County, Texas, and the West line of this tract, a distance of 959.80 feet to a point for an intra corner of this tract; - THENCE, South 81 °4'31” West, with the South line of the above mentioned Polk to Hooks tract, and a North line of this tract, a distance of 249.5 feet to a point situated in the East right - of -way line of the Dayton -Goose Creek Railroad for the most Westerly North corner of this tract; THENCE, South 27 049'8" West with the East right -of -way line of the Dayton -Goose Creek Railroad and the West line of this tract, a distance of 62.40 feet to the POINT OF BEGINNING of this tract, enclosing a tract or parcel of land containing 39.0343 acres, more or less. TRACT NO. II BEING that tract of land situated in the David McFadden Survey A -591 and the Christian Smith Survey A -69 , Harris County, Texas, described as Tract No. 15 as shown in Block Book 44 -1, Harris County, Texas Records, and being the same land conveyed by Neal Polk to Charles G. Hooks by deed dated August 14, 1945 and recorded in Volume 1455, at Page 19 of the Deed Records of Harris County, Texas, and being the same tract conveyed by Georgia Belle Hilton and by Georgia Belle Hilton, Guardian of the persons and estate of James Raymond Hilton and Patricia Ann Hilton, minors to W. L. Jenkins and Louise Jenkins as referenced by County Clerk File No. 600856 and 600858 and being more particularly described by metes and bounds as follows; COMMENCING at the intersection of the Northeast right -of -way line of Crosby -Cedar Bayou Road and the East right -of -way line of the Dayton -Goose Creek Railroad; THENCE, North 27 °49'8" East with the East right -of -way line of the Dayton -Goose Creek Railroad, a distance of 209.40 feet to the POINT OF BEGINNING of the tract herein described; • • THENCE, from the POINT OF BEGINNING, North 81°4'31" East with` the North line of a tract owned by Louise Jenkins and the South line of this tract, a distance of 249.5 feet to a point for an intra corner of the above mentioned Jenkins tract, and the most Southerly East corner of this tract; THENCE, North 27 049'8" East with the West line of the above men- tioned Jenkins tract and the East line of this tract, a distance of 959.80 feet to a point for the Northwest corner of the Jenkins tract and an intra corner of this tract; THENCE, North 80 033'13" East with the North line of the Jenkins tract and the South line of this tract, a distance of 487.93 feet to the intersection of. the centerline of Carys Bayou and the North line of the above mentioned Jenkins Tract for the South- east corner of this tract; THENCE, in a Northwesterly direction with the meanders of Carys Bayou as follows: North 41 07'59" West, 291.82 feet; North 38 034'23" West, 344.74 feet to the intersection of the center line of Carys Bayou and the East right -of -way line of the Dayton -Goose Creek Railroad for the most Northerly corner of this tract; THENCE, South 27 049'8" West with the East right -of -way line of the Dayton -Goose Creek Railroad and the West line of this tract, a distance of 1647.38 feet to the POINT OF BEGINNING, enclosing a tract or parcel of land containing 9.0087 acres, more or less. TRACT NO. III BEING a tract of land out of the Christian Smith Survey, R -69, Harris County, Texas, being a portion of that certain 157 acre tract conveyed to E. B. Pickett, Jr., as recorded in Volume 269, at Page 79 of the Harris County Deed Records, Harris County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at the Southeast corner of Lot One (1) Block Six (6) of Cedar Bayou Estates, plat of said subdivision being recorded in Volume 28 Page 29 of the Map Records of Harris County, Texas, said point also being the intersection of the North line of a tract conveyed to E. B. Pickett, Jr. and described in a deed recorded in Volume 269 Page 79 of the Harris County Deed Records, and being situated in the Christian Smith Survey, Harris County, Texas, with the West right of way line of Raccoon Drive; THENCE, South 80 °18156" West with the North line of the above mentioned Pickett tract and the South line of the above mentioned Lot 1, of Cedar Bayou Estates, a distance of 1,391.03 feet to the POINT OF BEGINNING of this tract said point also being situated in the South line of a tract owned by Mrs. W. L. Jenkins; THENCE, from the POINT OF BEGINNING South 80 °18'56" West con- tinuing with the South line of the above mentioned Jenkins tract and the North line of the Pickett tract and the tract herein described, a distance of 106.10 feet to a point for the North- west corner of this tract, said point also being an intra corner of the above mentioned Jenkins tract; THENCE, South 15 °39'2" East with the East line of the Jenkins tract and the East line of the John G:. Martin tract and the West line of this tract, a distance of 849.0 feet to a point for the Southwest corner of this tract, said point also being the Northwest corner of a 10.1501 acres tract owned by the City of Baytown; THENCE, North 75 023'53" East with the North line of the above mentioned 10.1501 acres tract and the South line of this tract, a distance of 105.54 feet to a point for the Southeast corner of this tract; THENCE, North 15 °39'2" West, over and across the above mentioned Pickett tract, a distance of 839.90 feet to the POINT OF BEGINNING, enclosing a tract or parcel of land containing 2.0457 acres. • TRACT NO. IV BEING a tract of land out of the Christian Smith Survey, A-69, Harris County, Texas, and'being the same tract of land set over and awarded to Dulcena E. Barkuloo et al in that certain Judgment entered in a Trespass to Try Title Suit styled "J. F. Massey et al vs. W. M. Milam et al ", and being Cause No. 235,280 in the District Court of Rarris County, Texas, 55th Judicial District, and being the same tract of land incorrectly described in a deed from Amy E. Moyers, a feme sole, to J. C. Hollaway, Grantor herein, .recorded in Volume 3364 Page 287 of the Deed Records of Harris County, Texas, and also being the same tract of land previously conveyed to the City of Baytown, Grantee herein, from J. C. Hollaway, Grantor herein, and incorrectly described in a deed recorded in Volume T457 Page 273 of the Deed Records of Harris County,'Texas, and being more particularly described by metes and bounds as follows: COMMENCING at the Northwest corner of the E. B. Pickett tract as recorded in Volume 269, at Page 79 of the Farris County Deed Records; THENCE, South 15 039'2" East with the West line of the abovementioned E. B. Pickett tract and the East line of the John G. Martin tract, a distanct of 849.0 feet to the POINT OF BEGINNING of the tract herein described; THENCE, from the POINT OF BEGINNING, South 15 039'2" East, with the West line of this tract, a distance of 479.82 feet to a point for the Southwest corner of this tract; THENCE, North 76 024'53" East with the South line of this tract and the North line of a 1.5649 acre tract previously conveyed to the City -of Baytown by Bernardine Pickett et al as recorded in Volume 2 2 at Page 520 of the Harris County Deed Records, a distance of 49.78 feet to an angle point; THENCE, North 79 09'53" East with the South line of this tract and the North line of the above mentioned 1.5649 acre tract, a distance of 129.21 feet to an angle point; THENCE, North 79 °20'53" East with the South line of this tract and the North line of the abovementioned 1.5649 acre tract, a distance of 460.53 feet to an angle point; THENCE, North 809'45" East with the South line of this tract and the North line of the abovementioned 1.5649 acre tract, a distance of 303.02 feet to a point for the Northeast cornea of the abovementioned 1.5649 acre tract and the Southeast corner of this tract; T=CE, North 11 026'13" West with the East line of this tract and the West line of the aforementioned E. B. Pickett tract, a distance of 278.22 feet to a point; TMCE, North 68 022'7" West frith the Northeast line of this tract and the Southwest line of the abovementioned E. B. Pickett tract, a distance of 438.57 feet to an angle point; THENCE, South 75 023153" West with the North line of this tract and the South line of the abovementioned E. B. Pickett tract, a distance of 611.0 feet to the POINT OF BEGINNING, enclosing a tract of land containing 10.1501 acres, more or less. 0 BEING a tract of land out of the Christian Smith Survey, A -69, Harris County, Texas, being a portion of that certain 157 acre tract conveyed to E. B. Pickett, Sr., as recorded in Volume 269, at Page 79, of the Harris County Deed Records, Harris County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a concrete monument in the South line of the above mentioned 157 acre tract as established by Pickett and Beazley partition deed-recorded in Volume 2114, at page 708 of the Harris County Deed Records, Harris County, Texas; said point also being the Northwest corner of a tract of land previously owned by the Great Western Sulphur Company; THENCE, North W11+18" East with the South line of the above men- tioned 157 acre tract, a distance of 596.61 feet to the POINT OF BEGINNING of this tract; THENCE, from the POINT OF BEGINNING, North 80011'8" East continuing with the South line of the 157 acre tract and the South line of this tract, a distance of 938.08 feet to a point 'for the Southeast cor- ner of this tract; THENCE, North 11 026'13" West with the East line of this tract, a dis- tance of 76.30 feet to a point for the Northeast corner of this tract, said point also being the Southeast corner of a 10.1501 acre tract owned by the City of Baytown; THENCE, South 8009,45" West with the South line of the above mentioned 10.1501 acre tract and the North line of this tract, a distance of 303.02 feet to an angle point; THENCE, South 79020'53" West continuing with the South line of the above mentioned 10.1501 acre tract and the North line of this tract, a distance of 460.53 feet to an angle point; THENCE, South 7909'53" West, continuing with the South line of the - above metnioend 10.1501 acre tract and the North line of this tract, a distance of 129.21 feet to an angle point; THENCE, South 76 021+'53" West continuing with the South line of the above mentioned 10.1501 acre tract and the North line of. this tract, a distance of 49.78 feet to a point for the Southwest corner of the above mentioned 10.1501 acre tract, and the Northwest corner of this tract; ^HEPJCE, South 15 03912" East with the West line of this tract, a distance of 63.38 feet to the POINT OF BEGINNING, enclosing a tract c parcel of land containing 1.5619 acres, more or less. TRACT N0. VI BEING a parcel or tract of land out of the Christian- Smith Survey, A -69; and also being a part of that 116.165 acre tract of land awarded to J. F. Massey, et al, Plaintiff, in Cause No. 235,280 on the doc- ket of the 113th Judicial District Court of Harris County, Texas; and also being a part of that 116.165 acre tract conveyed on May 24, 1948 from J. F. Massey to Mrs. Edith Bradley by deed recorded in Harris County Deed Records, Harris County, Texas; and also being a part of that 116.165 acre tract conveyed from Mrs. Edith Bradley and Raymond L. Bradley to John Beazley by deed recorded in Volume 1902, at Page 462 of the Harris County Deed Records, Harris County, Texas, and being more particularly des- cribed by metes and bounds as follows: COMMENCING at a concrete monument established by a partition deed by and between John Beazley and E. B. Pickett, Jr., recorded in Volume 2114 at Page 708 of the Harris County Deed Records, Harris County, Texas, said monument marking the Northwest corner of the above mentioned 116.165 acre tract of land; THENCE, North 800 12' 7" East, along the North line of the above mentioned tract, a distance of 836.95 feet to the POINT OF BEGINNING, said point being located in the centerline of Carey's Bayou; THENCE, continuing North 80° 12' 7" East, along the North line of the above mentioned tract, a distance of 1140.22 feet to a point in the cen- terline of Raccoon Drive, said point being the Northeast corner of the tract of land herein des- cribed; THENCE, South 90 26' East along the centerline of Raccoon Drive, a distance of 574.95 feet to a point for the Southeast corner of the tract herein described, said point being the point of inter- section of the centerline of Raccoon Drive with the centerline of Carey's Bayou; THENCE, along the centerline of Carey's Rarev,Ai lowing the meanders: North 840 23' 17" West, a dis tance of 336.38 feet; South 76° 17' 01" West a dis- tance of 221.02 feet; North 430 52' 9" West, a dis- tance of-202.15 feet; North 870 23.' 36" West, a dis- tance of 195.78 feet; North 540 24' 01" West, a dis- tance of 409.12 feet to the POINT OF BEGINNING, en- closing a tract or parcel of land containing 9.886 acres, more or less. r� U C TRACT N0. VII BEING a tract of parcel of land containing 1.035 acres in the Christian Smith Survey, Abstract No. 69, and lying wholly in that 10.519 acre tract, E -1 -A, conveyed to Sammie G. Hughes as recorded in Deed Records of Harris County, Texas, on August 8, 1977, Film Code 172 -05 -1386, said 1.035 acre tract being more parti- cularly described by metes and bounds as follows; BEGINNING at a one -half inch steel rod found at the Southeast corner of said 10.519 acre tract, being also the Southwest corner of the adjacent Pine Villa Mobile Home Park, Tract E -6 of the Christian Smith Survey; THENCE South 81 deg. 07 min. 57 sec. West along the South boundary line of the 10.519 acre tract far a distance of 102.00 feet to a point for a corner, said point being the Southeast corner of Exxon Company tract described in instrument recorded in Volume 7909 at Page 94 of the Deed Records of Harris County, Texas; THENCE North 10 deg. 21 min. 22 sec. West for distance of 50.0 feet to a point for a corner, said point being the Northeast corner of aforesaid Exxon Company tract; THENCE South 81 deg. 07 min. 57 sec. West for a distance of 98.0 feet to a point for a corner; THENCE North 10 deg. 21 min. 22 sec. West for a distance of 200.00 feet to a point for a corner; THENCE North 81 deg. 07 min. 57 sec. East for a distance of 200.00 feet to a point in the East boundary line of said 10.519 acre tract for corner; THENCE South 10 deg. 21 min. 22 sec. East along an old fence line, the West line of the adjacent Pine Villa Mobile Home Park, Tract E -6 of the Christian Smith Survey for a distance of 250.0 feet to the POINT OF BEGINNING, said tract containing 1.035 acres of land, more or less. TRACT NO. V111 BEING a parcel of land out of the Christian Smith Survey, Abstract Number 69, Harris County, Texas, and being a part of that certain 0.484 acre tract of land conveyed to Johnny Roy Rombs, at ux, Elsa Rombs by dead recorded under the County Clarks's File Number J534127, of the Deed Records of Harris County, Texas, dated June 1, 1984,'and being more particularly described by metes and bounds as f o llows : BEGINNING at the point of intersection of the existing South right -of -way line of Massey - Tompkins Road with the existing West right- of-way line of State Highway 146, said POINT OF BEGINNING being marked with a 5/8 inch iron rod, said point also being the Northeast corner of the abovementioned 0.484 acre tract of land; TFMNCE South 42 °45'00" West with the existing West right -of -way line of State Highway 146 a distance of 99.76 feet to a 1/2 inch iron rod set for point situated in the proposed right -of -way line of Massey- Tompkins Road; IFE"riCE North 30 °15'29" West with the proposed right -of -way line of Xlassey- T=kins Road a distance of 61.34 feet to a 1/2 inch iron rod sat in ti a said existing South right -of -way line of Massey - Tompkins Road; THENCE North 78 °23'10" East with the existing South right -of --way line of `:assay- Toyakirs Road a distance cf 100.69 feel to rha POINT 0� BEGITniING enclosing a tract of land containing 0.0672 acres or 2926 square feet, more or less. *Bearings used herein are based on recorded bearings of State Highway 146 right -o€ -way. • • TRACT N0. IX BEING a parcel of land out of the Christian Smith Survey, Abstract No. 69, ; Harris County, Texas; and being part of a certain tract of land conveyed to Lena Wolff be deed recorded in Volume 3229, Page 710, of the Deed Records of Harms County, Texas; and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod located at the Southeast corner of the aforementioned Wolff tract, said point also being located in the existing North right -of -way of Massey Tompkins Road; THENCE South 79 °46'19" West along the said North right -of -way of Massey Tompkins Road a distance of 386.72 feet to a 1 inch bolt; THENCE North 09 °26'05" West along the west line of said Wolff tract a distance of 11.87 feet to a'1/2 inch iron rod; THENCE north 80 °30'00" East, a distance of 283.12 feet to a 1/2 inch iron rod which is the beginning of a curve to the right; THENCE along the arc of said curve to the right, having a radius of 1390.00 feet, a central angle of 04 °16'20 ", an arc length of 103.65 feet, a long chord which bears North 82 °38'10" East, a distance of 103.62 feet, and a tangent length of 51.85 feet, to a 1/2 inch iron rod in the East line of.said Wolff tract; THENCE South 09 030'00" East along the East line of said Wolff tract a distance of 3.09 feet to the POINT OF EEGLINING, and containing 3505.349 square feet, or 0.0805 acres of land, more or less. 0 0 TRACT NO. X BEING a parcel of land out of the Christian Smith Survey, Abstract Flo. 69, Harris County, Texas; and being a part of that certain 24.21 acre tract of land conveyed to Goosed Creek Consolidated Independent School District by� deed recorded in Volume 3250, Page 51, of the Deed Records of Harris County, Texas; and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of the aforementioned 24.21 acre tract, and being a point in the existing South right -of -way line of Massey-Tompkins Road; THENCE North 80130'Z" East along the said existing S ^uth right -of -way line of Massey Tompkins Road a distance of 28.99 feet to the beginning of a carve to the right; THENCE along the arc of said curve to the right, having radius of 119.67 feet, a central angle of 48 048'59 ", an arc length of 101.96 feet, a long chord which bears South 57'05'31" East, a distance of 98.90 feet, and a tangent length of 54.31 feet, to the point of tangency of said curve; THENCE South 50 °40'59" East along the said existing Kassey Tompkins South right -of -way line,.a distance of 22.82 feet to a 112 inch iron rod, being'a point on a curve to the left; THENCE along the arc of said curve to the left, having a radius of 1310.00 feet, a central angle of 7737-55 ", an arc length of 355.88 feet, a long chord which bears South 88 °16'58" west, a distance of 354.79 feet, a.)u a tangent length of 179.04 feet, to a 112 inch iron rod, being the point of tangency of said curve; THENCE South 80 °30100" West, a distance of 39.59 feet to a 1/2 inch iron rod in the West .line of the said 24.21 acre tract; THENCE North 09 922'07" West along the West line of said 24.21 acre tract a distance of 10.00 feet to the POINT OF BEGINNING, and containing 7626.687 square feet, or 0.1751 acres of land, more or less. 0 TvnrT yr BEGINNING AT A POINT, an iron pipe in Creek Cedar -Bayou public road where Henrietta Davison tract (size 158 ft. said Goose Creek -Cedar Bayou public the northeast corner of the Henrietta the south line of the Goose the east line of the Mrs. by 600 ft.) intersects the road, the said point being Davison tract, THENCE S 80 degrees 30 minutes E along the south line of the said Goose Creek -Cedar Bayou public road 75.0 feet to a point an iron pipe; THENCE S 9 degrees 30 minutes W, 200.00 feet to a point an iron rod; THENCE S 80 degrees 30 minutes E, 83.00 feet to a point an iron pipe; THENCE S 9 degrees 30 minutes W, 400.00 feet to a point an iron pipe; THENCE N 80 degrees 30 minutes W, 158.00 feet to a point a 2" iron pipe, the same being the southeast corner of the Davison tract; THENCE N 9 degrees 30 minutes E, 600.00 feet to the POINT OF BEGINNING, containing 1.79 acres of land, more or less; BEING a part of and out of that certain tract of land acquired by Willie Ellen Sample and husband, Jasper J. Sample by deed from Mrs. Edna Goodell dated October 31, 1944, recorded in Volume 1340, Page 115 of the Deed Records of Harris County, Texas. S:1:3:58 • If EXHIBIT "B" 9 INSURANCE Lessee shall obtain and at all times while operations are being carried on hereunder maintain in effect insurance policies as to the following risks: (a) Workmen's Compensation and Employer's Liability Insurance to fully comply with the laws of the State of Texas and to cover all employees working on the leased premises or leases or in connection therewith. (b) General Liability (Bodily Injury) Insurance with limits of not less than $500,000 for each occurrence; and General Liability (Property Damage) Insurance with limits of $100,000 for each occurrence. (c) Automobile Public Liability Insurance covering all automotive equipment used hereunder with limits of not less than $250,000 for Bodily Injury for each person and $500,000 Bodily Injury for each occurrence and $100,000 for Property Damage. (d) Excess Liability (Umbrella Coverage) of not less than $10,000,000. (e) OEE /Well Control of not less than $5,000,000. 40 - 13 -