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Ordinance No. 9,436P-j ORDINANCE NO. 9436 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO THE PARTIAL ASSIGNMENT OF THE INDUSTRIAL DISTRICT AGREEMENT WITH RELIANT ENERGY, INCORPORATED, TO TEXAS GENCO, L.P.; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby authorizes the City Manager to execute and the City Clerk to attest to the Partial Assignment of the Industrial District Agreement with Reliant Energy, Incorporated, to Texas Genco, L.P. Such partial assignment is 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 26th day of September, 2002. ATTEST: .SMITH, City Clerk APPROVED AS TO FORM: :4NA01 RAMIREZ, SR. ity Attorney 1- AKaren\Fi1es \City Council\ Ordinances \ReliantGencoConsent2lDA.doc PETE C. ALFARO, M yor ® Partial Assignment of Industrial District Agreement to Texas Genco, LP • STATE OF TEXAS § COUNTY OF HARRIS § This Partial Assignment of Industrial District Agreement (this "Assignment ") is made this 31st day of August, 2002, by and among the City of Baytown, a municipal corporation located in Harris and Chambers Counties, Texas (the "City "), Reliant Energy, Incorporated, a Texas corporation ( "Reliant "), and Texas Genco, LP, a Texas limited partnership ( "Genco "). WITNESSETH: WHEREAS, on the 25th of August, 1995, the City Council of the City authorized an Industrial District Agreement with Houston Lighting and Power Company, the predecessor of Reliant; and WHEREAS, on February 29, 2000, the Industrial District Agreement was amended by the parties (both the Agreement and the Amendment hereinafter referred to as the "Agreement"),- and WHEREAS, effective the 31st day of August, 2002, Genco acquired certain assets of Reliant including a portion of its facilities which are subject to the Agreement; and WHEREAS, on the 26th day of June, 2002, Genco sent a letter to the City requesting the City to consent to the assumption of the obligations under the Agreement with respect to the property conveyed to Genco and -the form of the partial assignment of the Agreement to Genco; NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises, covenants and agreements herein contained, the parties agree hereto as follows: I. Assignment and Assum tion Pursuant to paragraph 17 of the Agreement, Reliant hereby assigns.p Genco all of its rights and obligations under the Agreement pertaining to that property conveyed to Genco described in the Deeds attached hereto as Exhibit "A," and incorporated herein for all intents and purposes (the "Property "), and Genco hereby assumes all of Reliant's rights and obligations under the Agreement pertaining to the Property effective as of the effective date of the said Deeds. The Agreement- is attached hereto as Exhibit "B" and incorporated herein by this reference for all intents and purposes. HOUO3:86I476.5 EMIT A is II. Consent Pursuant to paragraph 17 of the Agreement and subject to the conditions listed herein, the City hereby consents to the assignment of all of Reliant's rights and obligations under the Agreement, as it pertains to the Property, to Genco and the assumption of such rights and obligations by Genco. It is expressly agreed that the consent given in this article is subject to the following terms and conditions: (a) The City shall have the authority to collect any past underpayment of Industrial District Payments from Genco and/or Reliant; (b) The City shall have the authority to, and shall not be deemed to have waived the right to, pursue and/or resolve any and all outstanding matters, including, but not limited to, any breach of contract concerns, with Genco; (c) The City shall have the authority to require strict compliance with any and all terms of the Agreement; (d) Genco shall assume all obligations and liabilities under the Agreement pertaining to the Property accruing after the effective date of the Deeds; and (e) Genco, or any entity acting by, through, or on behalf of Genco, shall not contest the City's authority to impose these additional conditions on the consent granted herein. The Agreement shall remain in full force and effect as it pertains to Reliant with respect to that property which is not subject to this Assignment. III. No Expansion of Rights Notwithstanding any language in the Agreement or this Assignment to the contrary, the City's consent granted herein shall not be deemed to expand the rights and privileges specified in the Agreement and originally granted to Reliant. IV. Notice All notices required to be given under this Assignment or the Agreement shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses designated *hereinbelow or at such other address as may be designated in writing by Genco or the City. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: 130003:861476.5 2 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the 31st day of August, 2002, the date of execution by the City Manager of the City of Baytown. is RELIANT ENERGY, INCORPORATED By' Off is Signature Name: Rufus S. Scott Title: Vice President TEXAS GENCO, LP By: TEXAS GENCO GP, LLC, General Partner By: Offic s Signature Name: Rufus S. Scott Title: Vice President CITY OF BAYTOWN: GARY JACKSON, CITY MANAGER HOUO3:861476.5 4 ® ATTEST: GARY W. SMITH, City Clerk APPROVED AS TO FORM: CIG&ACIO RAMIREZ, SR., it Attorney STATE OF TEXAS § COUNTY OF HARRIS § Before me, —JFu— t i 'L - \ K loo—" , the undersigned notary public, on this day personally appeared Rufus S. Scott, in his capacity as Vice President of Reliant Energy, Incorporated, a Texas corporation, on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed and in the capacity stated. Given under my hand and seal of office this 2-�1day of NMA-VA� 12002. NOTARY PhELIC, ° :.T CF TEXAS °: Not Pub c in and for the State of Texas �CIJY.FdL�I�^,:Jn'�.G'fR2S My commission expires: f HOUO3:861476.5 5 0 STATE OF TEXAS COUNTY OF HARRIS Before me, 701 A 7k6DQL the undersigned notary public, on this day personally appeared Rufus S. Scott, in his capacity as Vice President of Texas Genco GP, LLC, a Texas limited liability company, general partner of Texas Genco, LP, a Texas limited partnership, on behalf of such limited liability company and limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and ackriowledged to me that he executed that instrument for the purposes and consideration therein expressed and in the capacity stated. Given under my hand and seal of office this day of , 2002. lic in and for the State of Texas oar JULIE T HOBAE NOTARY PUBLIC. STATE OF TEXAS = MY COMMISSION EXPIRES My commission expires: L T< 00'� DEC. 11, 2004 �.�.,� r^.rdl�! ✓1".1✓:.ff',:A�' mss' -.P.a u,:: � H0003:861476.5 CEDAR BAYOU PLANT CHAMBERS COUNTY, TEXAS DEED THIS.DEED CONVEYS PROPERTY FROM RELIANT ENERGY, INCORPORATED AS "GRANTOR" TO TEXAS GENCO, LP AS "GRANTEE" THROUGH INTERMEDIATE CONVEYANCES THE STATE OF TEXAS § COUNTY OF CHAMBERS § KNOW ALL MEN BY THESE PRESENTS: § PART I: GRANTOR TO TGH PART II: TGH TO LLC . PART III: LLC TO GRANTEE PART RELIANT ENERGY INCORPORATED TO TEXAS GENCO HOLDINGS INC. THAT RELIANT ENERGY, INCORPORATED ( "Grantor "), for and in consideration of the sum of TEN AND N01100 DOLLARS ($10.00) in hand paid to Grantor by TEXAS GENCO HOLDINGS, INC., a Texas corporation ( "TGH"), whose mailing address is P. 0. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto TGH (a) that certain tract of real property located in Chambers County, Texas, as more particularly described on SCHEDULE 1 LESS AND EXCEPT that certain tract of real property described in SCHEDULE 2 retained by Grantor ( "REI Land "), (the resulting tract after the exclusion of the tract described in SCHEDULE 2 being the "Plant Land "), together with (b) the following (all capitalized terms have the respective meanings set forth herein): (i) Appurtenances: Any and all appurtenances belonging or appertaining thereto, including, without limitation, any and all appurtenant easements or rights -of -way benefiting said Plant Land or Improvements and any and all of Grantor's rights to use same; 11 Improvements Within Plant Land Excludin Grantor's Severed Pro De Any and all Improvements located within those portions of the Plant Land excluding Grantor's Severed Property; (iii) Certain Electrical Im rovements Within RE I Land: Those certain breakers, switches, transformers, support structures and poles, whether real or personal, and whether permanent or temporary, as more particularly described in the LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED and in SCHEDULE 3, together with connecting cables, current transformers, separate foundations supporting the said breakers, switches or transformers, and overhead lines, which are located within H0003:806433.11 1 Exhibit A ® the electric service easement areas as described in the Schedule(s) referred to in Section 3.8 of that certain Easement and Covenant Agreement of even date herewith affecting the Property between Grantor and TGH and which is also being recorded in the Official Public Records of said county on or about the date of the recording of this Deed (the "Easement Agreement "), with the points of demarcation or interconnection of ownership of such property between Grantor and TGH being shown on the drawings or plats attached to that certain Interconnection Agreement of even date herewith between Grantor and TGH, covering the tracts of real property described in SCHEDULES I and 2 hereto (the "Interconnection Agreement "); (iv) Certain Protective Relaying Improvements Within REI Land: All protective, auxiliary, and interposing relays located within the REI Land whose sole purpose is the protection of TGH's equipment located within the REI Land or connected to the REI transmission system; (v) Certain Underground Improvements Within REI Land: All of the underground cables, wires and lines (copper and fiber optic) up to the first point of cross - connection within the land described in SCHEDULE 2 from the common boundary of such land and the Plant Land which are used for electricity or communication and which are connected to and serve equipment or other property which is owned by or leased to TGH and located on the Plant Land, along with all underground or overhead cables, wires and lines (cooper or fiber optic) whose sole purpose is the connection of TGH's equipment within the REI Land to other TGH equipment within the REI Land or to the first point of cross - connection with TGH's cables, wires and lines described above; (vi) Fire Water System Within REI Land: Any and all of the pipes, pipelines (including meters, connections, valves, hydrants and associated equipment), tanks, mains, lines, wells, pumps and related equipment and facilities located in, on or under the REI Land and used in connection with the storage, transportation and distribution of water for use in combating fires on the Plant Land; (vii) Fuel System Within REI Land: Any and all of the pipes, pipelines (including meters, connections, valves, hydrants and associated equipment), tanks, mains, lines, wells, pumps and related equipment and facilities located in, on or under the REI Land and used in connection with the storage, transportation and distribution of natural gas and/or fuel oil or other petroleum products for use in connection with the operation of the Improvements on the Plant Land; (viii) Service/Potable Water System Within REI Land: Any and all of the pipes, pipelines (including meters, connections, valves, hydrants and associated equipment), tanks, mains, lines, wells, pumps and related equipment and facilities located in, on or under the REI Land and used in connection with the storage, transportation and distribution of water for use in connection with the operation and maintenance of the Plant Land or Improvements thereon excluding, however (to the extent located within ® REI Land), any of the pipe or pipelines which branch off from or interconnect with the main or trunk line either on Plant Land or crossing the REI Land and which branch line(s) has a point of termination and ending within REI Land; H0003:806433.11 2 ® (ix) Wastewater Discharge System Within REI Land: Any and all of the pipes, pipelines (including meters, connections, valves, hydrants and associated equipment), tanks, mains, lines, wells, pumps and related equipment and facilities located in, on or under the REI Land and used in connection with the storage, transportation, collection and disposal of wastewater from the Plant Land or Improvements thereon excluding, however (to the extent located within REI Land), any of the pipe or pipelines which branch off from or interconnect with the main or trunk line either on Plant Land or crossing the REI Land and which branch line(s) has a point of termination and ending within REI Land; and (x) Construction Materials Temporarily Stored Within REI Land: Any and all of the SCR construction materials, including without limitation the structural steel components, being temporarily stored on the REI Land as of the effective date hereof; said Plant Land together with the properties, rights and interests described in (b)(i) through (x) above are herein collectively referred to as the "Plant Property ", with the properties described in (b)(iii) through (x) above being collectively referred to as 'TGH's Severed Property". GRANTOR'S SEVERED PROPERTY The conveyance by Grantor of the Plant Land described on SCHEDULE 1 and the Improvements thereon expressly excludes, and Grantor retains full legal title to and ownership of the following: (a) Grantor's Transmission Property Within Plant Land: (i) one or more lines of towers, poles and other structures, with necessary and convenient foundations; (ii) wires and cables, including ground wires and communication circuits (for purposes of Switchyard or transmission operation), both overhead and underground; (iii) conduits, pullboxes, guy wires and anchors, insulators and crossarms placed on or used in connection with the structures described in (i) above; and (iv) other fixtures, appliances and appurtenances connected with any of the foregoing, necessary or convenient for the construction, operation, regulation, control, grounding and maintenance of the Switchyard; electric lines- -or above - described communications circuits for the purpose of transmitting, distributing, regulating and controlling electric energy, for the supply of electric power from and to the Switchyard to locations to and from outside of the Plant Land and which are currently located within the electric transmission easement area(s) as described in the schedule(s) referred to in Section 2.6 of the Easement Agreement, it being agreed, for the avoidance of doubt, that the foregoing does not include any of the foregoing types of property insofar as they relate to electric lines connecting the Switchyard with the Plant Property or other points located inside the Property, or which operate at below 60kV and extend to locations outside of the Plant Land, which property is covered in (b) below; said excluded HOUO3:806433.11 3 ® properties of Grantor above described being herein collectively referred to. as "Grantor's Transmission Property"; (b) Certain Electrical Improvements Within Plant Land: (i) one or more lines of towers, poles and other structures, with necessary and convenient foundations, (ii) overhead wires and cables, including ground wires and communication circuits, (iii) guy wires and anchors, insulators and crossarms placed on or used in connection with the structures described in (i) above, and (iv) other fixtures, appliances and appurtenances connected with any of the foregoing, necessary or convenient for the construction, operation, regulation, control, grounding and maintenance of the Switchyard; electric lines or above - described communications circuits for the purpose of transmitting, distributing, regulating and controlling electric energy, for (A) the supply of electric power at any voltage to the land described in SCHEDULE 2, (B) the supply of electric power at any voltage from the land described in SCHEDULE 2 to the Plant Land or to other portions of the land described in SCHEDULE 2, (C) the supply of electric power below 60kV from the land described in SCHEDULE 2 or from land outside the Plant Land to the first meter connection, if any, within the Plant Land which is currently in place or which may hereafter be installed, or (D) the supply of electric power operating below 60kV from and to the land described in SCHEDULE 2 to and from locations outside of the land described in SCHEDULE 1, a portion of which property described in (i) through (iv) above is currently located within the electric service easement area(s) described in the Schedule(s) referred to in Section 2.5 of the Easement Agreement and which includes, without limitation, the specific lines, towers, poles and foundations located within said easements which are described in the LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED and in SCHEDULE 4, each attached hereto; (c) Certain Improvements Within Microwave Tower Tract: All of the towers, poles, buildings and other structures, cables, lines, wires, conduits, control trenches, cable trays, pull boxes, terminal cabinets, poles, antennae, dishes, camera systems, and • related facilities and equipment (including, without limitation, fiber optic multiplexors, microwway. ve terminals, DC power plants, telephone switches (PBX's), data concentrators, routers, ground potential rise (GPR) protection equipment and telemetry devices), used in connection with the supply of telephone, data, tele - protection, wireless, fiber optic, local area network (LAN) data access, wide area network (WAN) connectivity, Supervisory Control and Data Acquisition System (SCADA), microwave, closed circuit television and other communication, telecommunication and computing services to and from the REI Property or otherwise used in connection with Grantor's ® business (including the licensing or other sharing of any such property between or among Grantor and commercial telecommunications providers or others) and which are located in, on or HOUO3:806433.11 4 ® under the land described as the Microwave Tower Tract in Section 2.7 of the Easement Agreement; (d) Certain Telecommunications Improvements Within Plant Land: All copper and all fiber optic telecommunication cables located outside the Microwave Tower Tract that connect from equipment located within the Microwave Tower Tract to equipment located within the Plant Land that provides communications services to the Plant located on the Plant Land, to the first point of cross - connection within the Plant Land, as well as the multiplexing communications equipment attached at that point and the distribution racks housing such equipment; and (e) Certain Fiber Optic Lines Within Plant Land: To the extent not included in (d) immediately above, all fiber optic telecommunications cables located within the Plant Land but outside of the Microwave Tower Tract that connect from equipment located within the Microwave Tower Tract to equipment located outside of the Plant Land (said excluded properties of Grantor described in (a) through (e) above herein collectively referred to as "Grantor's Severed Property"). The Grantor's and the TGH's Severed Property (collectively referred to as the "Severed Property "), including all future modifications and alterations thereto, are hereby, and shall remain, severed from the land to which they are currently affixed and shall constitute the personal property of either Grantor and TGH, as the case may be, its successors and assigns, regardless of whether such Severed Property is now or hereafter physically attached to the land or would otherwise constitute a fixture or other item of real property under applicable law. The character of the Severed Property as personal property shall not be altered or affected by (i) any future alteration to, or modification or relocation of, the Severed Property, (ii) any attachment or ,reattachment of the Severed Property to the land, or (iii) any other event, circumstance, condition, course of dealing, act, inaction or omission, other than an express written instrument to the contrary hereafter executed by the parties hereto and recorded in the Official Public Records of Real Property of said _county. Upon request of either Grantor or TGH, the other party agrees to execute (and record, if applicable, at the expense of the requesting party) such further documents or instruments as may be appropriate to evidence the identity and ownership of the Severed Property from time to time, as such Severed Property may be hereafter modified or altered. Grantor hereby reserves to itself, its successors and assigns, certain easements over, under, through and across the Plant Land in accordance with the terms of the Easement Agreement. The easements hereby reserved are for the benefit of, and shalj.bQ.appurtenant to the REI Land as defined and described in the Easement Agreement, and any additions thereto. This conveyance is expressly made subject to (i) those certain encumbrances to title that are of record in the real property records of said county, except for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Plant Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or to filled -in lands or artificial islands; or to statutory water rights, including HOUO3:806433.11 5 ® riparian rights; or to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across the area. "Indebtedness" of Grantor means, (a) all obligations of Grantor for borrowed money, (b) all obligations of Grantor evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of Grantor upon which interest charges are customarily paid, (d) all obligations of Grantor under conditional sale or other title retention agreements relating to property or assets purchased by Grantor, (e) all obligations of Grantor issued or assumed as the deferred purchase price of property or services, (f) all obligations as listed in (a) through (e) immediately above of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, or other encumbrance on property owned or acquired by Grantor, whether or not the obligations secured thereby have been assumed, (g) all guarantees by Grantor of Indebtedness of others, (h) all capital lease obligations of Grantor, and (i) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations. TO HAVE AND TO HOLD the Plant Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto TGH, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Plant Property unto TGH, its successors and assigns, against every person whomsoever lawfully claiming or to claim -the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY. Except as otherwise defined herein, all capitalized terms herein shall have the following meanings: (i). "Improvements" shall mean all structures and improvements, facilities, systems, fixtures and equipment of any kind now or hereafter located on the Property, whether above or below the land surface, whether real or personal property, and whether permanent or temporary, including without limitation, all buildings, sheds, energy plants, tanks, pipelines (including meters, connections, valves and other associated equipment), cables, wires (including but not limited to control and communication wires), switches, breakers, transformers, conduits, cable trays, trenches, mains, lines, ducts, fences, gates, towers, antennae, tunnels, roads, driveways, streets, alleys, paved parking areas, pathways, screening walls, awnings, retaining walls, plantings, shrubs and other landscaping, irrigation and drainage pipes and facilities, lighting fixtures and signs. H0003:806433. l 1 6 0 (ii) "Plant" shall mean the electric energy generation plant located on the Plant Land. (iii) "Plant Improvements" shall mean all Improvements now or hereafter owned by Plant Owner, regardless of whether such Improvements are located on the Plant Land or on the REI Land. (iv) "Pro a shall collectively mean the Plant Property and the REI Property. " (v) "REI Improvements" shall mean all Improvements now or hereafter owned by REI, regardless of whether such Improvements are located on the REI Land or on the Plant Land. (vi) "REI Land" shall mean the land described in SCHEDULE 2 of this Deed and incorporated herein by reference. (vii) "REI Property" shall collectively mean (i) the REI Land, and (ii) the REI Improvements. (viii) "Switchyard" shall collectively mean (1) that portion of the REI Land (the "Switchyard Land ") on which is located switching equipment and facilities used by REI in connection with the transmission or distribution of electric power, the operation of the Grid and/or the control of continuity between the Plant and the Grid, and (ii) all Improvements located on the Switchyard Land. PART II TEXAS GENCO HOLDINGS, INC. TO TEXAS GENCO GP LLC AND - TEXAS GENCO LP, LLC THAT TGH, for and in consideration of the sum of TEN AND NO 1100 DOLLARS ($10.00) in hand paid to Grantor by TEXAS GENCO GP, LLC ( "Texas Genco GP "), a Texas limited liability company, whose mailing address is P. O. Box 61867, Houston, Texas 77208, and TEXAS GENCO LP, LLC ("Texas Genco LP "), a Delaware limited liability company, whose mailing address is 200 West Ninth Street Plaza, Suite 409, Wilmington, Delaware 19801 (collectively sometimes called "LLC "), and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Texas Genco GP, an undivided one percent (1%), and to Texas Genco LP, an undivided ninety -nine percent (99 %) interest, in and to the Plant Property, the Easement Agreement and the Interconnection Agreement. This conveyance is expressly made subject to (1) the terms and conditions of the Easement Agreement and the Interconnection Agreement; (ii) those certain encumbrances to title ® that are of record in the real property records of said county, except for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and H0003:806433.1 l 7 subsisting and affect the Plant Property as of the date hereof, and (iii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government; or to filled -in lands or artificial islands; or to statutory water rights, including riparian rights; or to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across the area. TO HAVE AND TO HOLD the Plant Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto LLC, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Plant Property, and TGH's interest in the Easement Agreement and the Interconnection Agreement, unto LLC, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY. Capitalized terms not defined in this Part II shall have the respective meanings set forth in Part I. PART III TEXAS GENCO GP. LLC AND TEXAS GENCO LP LLC TO TEXAS GENCO. LP THAT LLC, for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00) in hand paid to LLC by TEXAS GENCO, LP, a Texas limited partnership ( "Grantee "), whose mailing address is P. 0. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Grantee; Texas Genco GP's undivided one percent (1 %) interest, and Texas Genco LP's undivided ninety -nine percent (99%) interest, in and to the Plant Property, the Easement Agreement and the Interconnection Agreement. This conveyance is expressly made subject to (i) the terms and conditions of the Easement Agreement and the Interconnection Agreement; TGH's obligations under each of which are being hereby assumed by Grantee, (ii) those certain encumbrances to title that are of H0003:806433.11 8 • record in the real property records of said county, except. for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Plant Property as of the date hereof, and (iii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government; or to filled -in lands or artificial islands; or to statutory water rights, including riparian rights; or to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across the area. TO HAVE AND TO HOLD the Plant Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and LLC does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Plant Property, and LLC's interest in the Easement Agreement and the Interconnection Agreement, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY. Capitalized terms not defined in this Part III shall have the respective meanings set forth in Part I or Part II. The LIST OF PROPERTY AND SCHEDULE 1, SCHEDULE 2, SCHEDULE 3 incorporated herein for all purposes. SCHEDULES ATTACHED TO DEED, and SCHEDULE 4 are attached hereto and This Deed may be executed in multiple counterparts, and all such ex9pted counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving the existence, validity or content of this Deed. Grantee hereby assumes liability for the payment of all ad valorem taxes and assessments for the Plant Property for the year 2002 and all subsequent years. [End of Page] H0003:806433.11 9 • EXECUTED to be effective the 31 st day of August, 2002, at _.m. (Central Time). "GRANTOR": H0003:806433.11 RELIANT ENERGY, INCORPORATED By: Name: Rufus S. Scott Title: Vice President "TGH": TEXAS GENCO HOLDINGS, INC. By: Name: Rufus S. Scott Title: Vice President "TEXAS GENCO GP ": TEXAS GENCO GP, LLC By: Name: Rufus S. Scott Title: Vice President "TEXAS GENCO LP ": TEXAS GENCO LP, LLC By. - Name: Patricia F. Genzel Title: President ® "GRANTEE ": TEXAS GENCO, LP By: TEXAS GENCO GP, LLC, General Partner By: Name: Rufus S. Scott Title: Vice President Upon recordation, please return to: Stacey Tilley Baker Botts L.L.P. 910 Louisiana Houston, TX 770024995 HOUO3:806433.1 l ® THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 2002, by Rufus S. Scott, Vice President of Reliant Energy, Incorporated, on behalf of said corporation. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 2002, by Rufus S. Scott, Vice President of Texas Genco Holdings, Inc., on behalf of said corporation. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 2002, by Rufus S. Scott, Vice President of Texas Genco GP, LLC, on behalf of said limited liability company. Notary Public, State of Texas THE STATE OF DELAWARE § COUNTY OF § This instrument was acknowledged before me on 2002, by Patricia F. Genzel, President of Texas Genco LP, LLC, on behalf of said limited liability company. ® Notary Public, State of Delaware H0003:806433.11 ® THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on , 2002, by Rufus S. Scott, Vice President of Texas Genco GP, LLC, as General Partner of Texas Genco, LP, on behalf of said limited partnership. HOUO3:806433.11 Notary Public, State of Texas ® LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED Schedules 1 Plant Land --- PS 12 -0O2 --- 413.081 acre tract (Schedule 1 A hereto), and 2 Discharge Canal — (Schedule 1B hereto), and Cooling Pond — (Schedule 1C hereto) SAVE AND EXCEPT - PSI 2-010 — 19.102 acre tract (Schedule 2 hereto) retained by Grantor Schedule 3 Grantee's Severed Property Within REI Land: H0003:806433.11 24kV Breaker E490 for Standby 2 located in Easement Tract PS 12 -G101 (described in Schedule 3A) 24kV Disconnect Switch E491 for Standby 2 located in Easement Tract PS12 -G101 (described in Schedule 3A) 24kV Disconnect Switch E492 for Standby 2 located in Easement Tract PS12 -G101 (described in Schedule 3A) 24kV Breaker E590 for Power Transformer 12 located in Easement Tract PS 12 -G100 (described in Schedule 3B) 24kV Disconnect Switch E591 for Power Transformer 12 located in Easement Tract PS 12 -G100 (described in Schedule 3B) 24kV Disconnect Switch E592 for Power Transformer 12 located in Easement Tract PS12 -G100 (described in Schedule 3B) 24kV Breaker E480 for Standby 4 located in Easement Tract PS12 -G102 (described in Schedule 3C) 24kV Disconnect Switch E481 for Standby 4 located in Easement Tract PS12 -G102 (described in Schedule 3C) 24kV Disconnect Switch E482 for Standby 4 located in Easement Tract PS 12 -G102 (described in Schedule 3C) Temporary equipment stored on switchyard (PS 12 -010) expansion area through 6 /l /04-(described in Schedule 2) ® Schedule 4 Portion of Grantor's Severed Property (electrical lines, towers and foundations) Within Plant Land: 0 HOUO3:806433. I 1 Overhead 138kV electrical lines connecting Main Transformer #1 and Standby #1 to the substation located in Easement Tract PS 12-012 (described in Schedule 4A) Tangent tower and foundations supporting the overhead lines from Main Transformer #1 and the substation located in Easement " Tract PS 12 -015 (described in Schedule 4B) Overhead 138kV electrical lines connecting Main Transformer #2 and Standby Transformer #3 to the substation located in Easement Tract PS 12- 013 (described in Schedule 4C) Station 90 tower and foundations supporting the overhead lines from Main Transformer #2 and Standby Transformer #3 to the substation located in Easement Tract PS 12 -016 (described in Schedule 4D) Steel pole and foundation supporting the overhead lines from Standby Transformer #3 to the substation located in Easement Tract PS 12 -014 (described in Schedule 4E) Overhead 345kV electrical lines connecting Main Transformer #3 to the substation located in Easement Tract PS 12 -013 (described in Schedule 4C) Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel 'W' n Exhibit "A" on Map SCHEDULE IA Page 1 of 6 A 413.081 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, Texas, being all of the land described in deeds to Houston Lighting & Power Company as follows: (1) a 54.671 -acre tract recorded in Volume 284, Page 827 of the Deed Records of Chambers County, Texas; (2) a 68.766 -acre tract recorded in Volume 283, Page 863 of the Deed Records of Chambers County, Texas; (3) a 120.5 -acre tract recorded in Volume 276, Page 70 of the Deed Records of Chambers County, Texas; (4) a 78.077 -acre tract recorded in Volume 276, Page 469 of the Deed Records of Chambers County, Texas; (5) a 3.257 -acre tract recorded in Volume 284, Page 826 of the Deed Records of Chambers County, Texas; (6) a 50.000 -acre tract recorded in Volume 284, Page 821 of the Deed Records of Chambers County; (7) a 1.7271 -acre tract recorded under Film Code No. 97- 332 -500 of the Chambers County Official Public Records of Real Property; (8) a 33.041 -acre tract recorded in Volume 275, Page 81 of the Deed Records of Chambers County, Texas, (9) a 4.00 -acre tract recorded in Volume 284, Page 228 of the Deed Records of Chambers County, Texas ; and (10) a 5.846 acre tract recorded under motion #68 -3- 81 of the Commissioners Court of Chambers County, less and except that interest described to the County of Chambers as follows: a 5.368 -acre tract recorded in Volume 297, Page 398 of the Deed Records of Chambers County. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et • seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X)= 3,292,359.92 and HOU01806433. l 1 Cedar Bayou Plant Job 130150208 Ref. Map PS12A ® Parcel P 02 "A" o Exhibit "A^ on Map SCHEDULE 1A Page 2 of 6 the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 413.081 -acre tract is described by metes and bounds as follows: BEGINNING at a '/2 -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast comer of said herein described tract PS 12 -CO2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way Iine of West Bay Road (an 80 -foot wide right -of -way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °3547" East, with said westerly right -of -way line, a distance of 91.79 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said right -of -way line, a distance.of 1,539.96 feet to a 3/4 -inch iron rod with plastic cap set for comer; THENCE, South 06 °26'36" East, continuing with said right -of -way line, a distance of 972.14 feet to a 3/ -inch iron rod with plastic cap set for corner; THENCE, South 83 °33'06" West, a distance of 10.00 feet to a '/z -inch iron rod found in the westerly right -of -way line of West Bay Road (100 -foot wide at this point) right -of -way as recorded under Film Code No. 97- 332 -500 of the Chambers County Official Public Records of Real Property; THENCE, South 06 °26'54" East, with said 100 -foot wide right-of-way line, a distance of 788.91 feet to a3/4-inch iron rod set with plastic cap set for the northwest cutback corner of the westerly right -of -way line of said West Bay Road with the northerly right -of -way line of West Bay Road HOUO3:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12 A • Parcel 02 "A" o Exhibit "A" on Map SCHEDULE 1A Page 3 of 6 (80 -foot wide right -of -way at this point) recorded in Volume 133, Page 447 of the Deed Records of Chambers County; THENCE, South 35 °42'09" West, with said cutback, a distance of 66.72 feet to a' /z -inch iron rod found in the northerly right -of -way line of said West Bay Road; THENCE, South 77 °51'12" West, with said northerly right -of -way line, a distance of 474.20 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 77 °55'20" West, continuing with said right -of -way line, a distance of 303.77 feet to a 5/8 -inch iron rod found for corner; THENCE, South 77 °49'10" West, continuing with said right -of -way line, a distance of 2,239.06 feet to a concrete monument found for comer; THENCE, South 77 °49'00" West, continuing with said right -of -way line, a distance of 786.46 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 12 024150" West, continuing with said right -of -way line, a distance of 4.41 feet to a 3/4 -inch iron rod with plastic cap set for a corner of the herein described tract and being a northeast corner of said 5.368 acre tract; THENCE, South 78 °12'00" West, with a northerly line of said 5.368 acre tract, a distance of 1,461.68 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 19 031'50" West, with an easterly line of said 5.368 acre tract, a distance of 450.00 feet to a 3/4 -inch iron rod with plastic cap set for a corner of the herein described tract also being the most northerly northeast corner of said 5.368 acre tract; THENCE, South 78 °12'00" West, with a northerly line of said 5.368 acre tract, a distance of 377.86 feet to a point for corner; THENCE, South 28 °08'10" East, with the westerly line of said 5.368 acre tract, a distance of 49.05 feet to the beginning of a curve to the right; THENCE, southeasterly, with said curve to the right, having a radius of 1,454.50 feet, through a delta angle of 17 °12 '58 ", the chord bears South 19 °31'50" East, a distance of 435.40 feet for a total arc length of 437.04 feet to a point for corner, THENCE, South 10 °55'20 East, a distance of 7.37 feet to a point for corner; H0003:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12A • Parcel PS 12-002 Exhibit" A7 on Map SCHEDULE lA Page 4 of 6 THENCE, South 78 012'00" West, a distance of 114.53 feet to a point in the wesferly deed line of said 33.041 acre tract; THENCE, with the called westerly deed lines of said 33.041 acre tract, 5.846 acre tract, 68.766 acre tract, and 50.000 acre tract, the following courses: North 13°11'20" West, a distance of 138.83 feet; North 20 °27'00" West, a distance of 142.04 feet; North 24 °06'20" West, a distance of 120.02 feet; North 29 °06'30" West, a distance of 79.80 feet; North 23 °55'29" West, a distance of 254.64 feet, North 18 015'00" West, a distance of 62.94 feet; North 12 °52'00" West, a distance of 189.02 feet; North 05 °13'40" West, a distance of 83.75 feet; North O1 °09'40" East, a distance-of 51.59 feet; North 02 °20'20" East, a distance of 67.54 feet; North 03 052120" East, a distance of 133.28 feet; North 04 056'30" East, a distance of 75.15 feet; North 06 °07'00" East, a distance of 89.12 feet; -.- North 05 °46'00" East, a distance of 101.32 feet; North 03 °37'00" West, a distance of 64.09 feet; North 00 °05'10" West, a distance of 71.87 feet; • North 02 °54'30" East, a distance of 59.16 feet; North 05 °33'30" East, a distance of 143.08 feet; H0003:806433.11 Cedar Bayou Plant Job 130150208 Ref. Map PS12A Parcel PS12 -0O2 Exhibit "A' on Map SCHEDULE 1A Page 5 of 6 North 18 °22'00" East, a distance of 147.62 feet; North 25 °46'58" East, a distance of 35.90 feet; North 25 °37'00" East, a distance of 143.43 feet; North 31 °25'00" East, a distance of 128.22 feet; North 40 °32'00" East, a distance of 79.04 feet; North 45 °52'00" East, a distance of 77.81 feet; North 55 °16'00" East, a distance of 133.31 feet; North 61 °54'00" East, a distance of 145.61 feet; North 71'21'00" East, a distance of 177.21 feet; North 77 °56'00" East, a distance of 101.39 feet; North 66 °54'00" East, a distance of 144.42 feet; North 60 °50'00" East, a distance-of 81.33 feet; North 63 °37'00" East, a distance of 75.56 feet; North 55 °57'00" East, a distance of 165.56 feet; North 40 °32'45" East, a distance of 305.26 feet; North 31 °51'12" East, a distance of 531.84 feet; North 37 °47'00" East, a distance of 228.20 feet; North 53 °34'00" East, a distance of 325.60 feet; North 66 °31'00" East, a distance of 107.50 feet; North 89 °36'00" East, a distance of 112.00 feet; ® °05'00" North 03 East, a distance of 45.70 feet; HOUO3:806433.11 I-] • Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel PS12 -0O2 Exhibit "A" on Map SCHEDULE IA Page 6 of 6 North 87 °05'00" East, a distance of 142.40 feet, South 82 005'00" East, a distance of 124.50 feet; South 70 °02'00" East, a distance of 167.60 feet; South 7401810011 East, a distance of 204.10 feet; South 88 056100" East, a distance of 187.80 feet; North 80 °24'00" East, a distance of 159.60 feet; North 65 °12'00" East, a distance of 88.40 feet; North 49 °09'00" East, a distance of 85.90 feet; North 67 °00'00" East, a distance of 45.30 feet; North 18 °28'00" East, a distance of 22.20 feet; North 39 °55'10" East, a distance of 104.07 feet; THENCE, North 23 °00'30" East, a distance of 144.73 feet to a point in the southerly line of a called 20.19 acre tract of land recorded in Volume 313, Page 250 of the Deed Records of Chambers County; THENCE, North 77 °35'16" East, with the southerly line of said 20.19 acre tract, a distance of 169.03 feet to a chain link fence corner found for corner; THENCE, North 77 °35'16 "East, continuing with said southerly line, a distance of 1,858.79 feet to the POINT OF BEGINNING and containing a computed area of 413.081,acres (17,993,817 square feet) of land of which approximately 14 acres are within the Spoil Disposal Area recorded in Permit No. 7486 of the Galveston District Corps of Engineers. A Survey Drawing with Map Number PS12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0001806431 l 1 9 SCHEDULE 1B • DISCHARGE CANAL All that certain property described in the deeds recorded as follows: 1. Volume 309, Page 598 of the Deed Records, Chambers County, Texas. 2. Volume 309, Page 502 of the Deed Records, Chambers County, Texas. 3. Volume 334, Page 620 of the Deed Records, Chambers County, Texas. 4. Volume 273, Page 636 of the Deed Records, Chambers County, Texas. 5. Volume 274, Page 270 of the Deed Records, Chambers County, Texas. 6. Volume 274, Page 274 of the Deed Records, Chambers County, Texas. 7. Volume 275, Page 284 of the Deed Records, Chambers County, Texas. 8_ Volume 273, Page 592 of the Deed Records, Chambers County, Texas. 9. Volume 276, Page 469 of the Deed Records, Chambers County, Texas. 10. Volume 295, Page 413 of the Deed Records, Chambers County, Texas. 11. Volume 291, Page 298 of the Deed Records, Chambers County, Texas. 12. Volume 384, Page 189 of the Deed Records, Chambers County, Texas. LESS AND EXCEPT all that certain property described in the following deeds: 1. Quitclaim Deed as filed for record in the Official Public Records of Real Property of Chambers County, Texas under Clerk's File No. 90- 113 -491. 2. Deed to United States Steel Corporation dated March 19, 1970 from Houston Lighting & Power Company, as filed for record in the Deed Records of Chambers County, Texas in Volume 315, Page 386. HOUO3:806433.1 l SCHEDULE 1C Pagel of 2 COOLING POND All that certain property described in the instruments recorded as follows: I . Volume 340, Page 320 of the Deed Records, Chambers County, Texas. 2. Volume 331, Page 117 of the Deed Records, Chambers County, Texas. 3. Volume 331, Page 104 of the Deed Records, Chambers County, Texas. 4, Volume 331, Page 100 of the Deed Records, Chambers County, Texas. 5. Volume 331, Page 97 of the Deed Records, Chambers County, Texas. 6. Volume 331, Page 94 of the Deed Records, Chambers County, Texas, 7. Volume 331, Page 91 of the Deed Records, Chambers County, Texas. 8. Volume 331, Page 107 of the Deed Records, Chambers County, Texas. 9. Volume 331, Page 110 of the Deed Records, Chambers County, Texas. 10. Volume 331, Page 114 of the Deed Records, Chambers County, Texas. 11. Volume 335, Page 164 of the Deed Records, Chambers County, Texas. 12. Volume 331, Page 120 of the Deed Records, Chambers County, Texas. 13. Volume 334, Page 307 of the Deed Records, Chambers County, Texas. 14. Volume 331, Page 136 of the Deed Records, Chambers County, Texas. 15. Volume 331, Page 123 of the Deed Records, Chambers County, Texas. 16. Volume 331, Page 127 of the Deed Records, Chambers County, Texas. IT Volume 331, Page 88 of the Deed Records, Chambers County, Texas. 18. Volume 336, Page 511 of the Deed Records, Chambers County, Texas. 19. Volume 335, Page 169 of the Deed Records, Chambers County, Texas. 20, Volume 343, Page 69 of the Deed Records, Chambers County, Texas. 21. Volume 343, Page 67 of the Deed Records, Chambers County, Texas, 22. Volume 343, Page 71 of the Deed Records, Chambers County, Texas. 23. Volume 335, Page 132 of the Deed Records, Chambers County, Texas. 24. Volume 331, Page 418 of the Deed Records, Chambers County, Texas. 25. Volume 334, Page 620 of the Deed Records, Chambers County, Texas. 26. Volume 334, Page 624 of the Deed Records, Chambers County, Texas. 27. Volume 324, Page 296 of the Deed Records, Chambers County, Texas. 28. Volume 323, Page 719 of the Deed Records, Chambers County, Texas. 29. Volume 331, Page 145 of the Deed Records, Chambers County, Texas. 30. Volume 335, Page 172 of the Deed Records, Chambers County, Texas. 31. Volume_ 325, Page 114 of the Deed Records, Chambers County, Texas. 32. Volume 340, Page 650 of the Deed Records, Chambers County, Texas. 33. Volume 323, Page 579 of the Deed Records, Chambers County, Texas. 34. Volume 389, Page 48 of the Deed Records, Chambers County, Texas. 35, Volume 368, Page 635 of the Deed Records, Chambers County, Texas. 36. Volume 368, Page 677 of the Deed Records, Chambers County, Texas. 37. Volume 369, Page 577 of the Deed Records, Chambers County, Texas. 38. Volume 374, Page 266 of the Deed Records, Chambers County, Texas. 39. Volume 380, Page 728 of the Deed Records, Chambers County, Texas. 40. Film Code No. 92- 194 -196 of the Official Public Records of Real Property of Chambers County, Texas. HOUO3:806433.11 SCHEDULE 1C Page 2 of 2 is 41. Volume 434, Page 442 of the Official Public Records of Real Property of Chambers County, Texas. 42. Volume 434, Page 446 of the Official Public Records of Real Property of Chambers County, Texas. LESS AND EXCEPT all that certain property described in that certain deed to the Young Men's Christian Association and The Memorial Hospital System of Harris CounW, Texas; which deed was recorded in Volume 370, Page 341 of the Deed Records, Chambers County, Texas. HOUO3:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12A Parcel PS12 -010 Exhibit `B" on Map SCHEDULE 2 Page 1 of 3 A 19.102 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, Texas, and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X )= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10'50" W. 1,249.13 (found 0.13 feet long) and having Grid values of: Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 19.102 -acre tract is described by metes and bounds as follows: COMMENCING at a 1/2-inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass -disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS12 -0O2, a distance of 91.79 feet to a3/4-inch iron rod with plastic cap set for corner THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a3/4-Inch iron rod with plastic cap set for corner; HOUO3:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12A Parcel PS 12 -0 10 Exhibit °B" on Map SCHEDULE 2 Page 2 of 3 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 972.14 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 83 °33'06" West, a distance of 10.00 feet to a'' /z -inch iron rod found for corner; THENCE, South 06 °26'54" East, with said easterly line, a distance of 12.08 feet to a point for corner; THENCE, South 83 °33'06" West, departing said easterly lime, a distance of 3,403.49 feet to a/4- inch iron rod with plastic cap having coordinates of X= 3,293,834.42; Y= 719,065.69 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 11 °47'01" East, a distance of 490.65 feet to a' /4 -inch iron rod with plastic cap set for corner; THENCE, South 77 047'30" West, a distance of 1,686.90 feet to a 3/ -inch iron rod with plastic cap set for corner, THENCE, North 12 °11'42" West, a distance of 393.23 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 32 °21'07" East, a distance of 164.89 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 77 049'26" East, a distance of 675.77 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 12 °02'55" East, a distance of 30.02 feet to a chain link fence corner post found for comer; THENCE, North 77 °48'10" East, a distance of 541.77 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 10 029'46" West, a distance of 11.61 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 77 058'59" East, a distance of 356.94 feet to the POINT OF BEGINNING and ® containing a computed area of 19.102 acres (832,089 square feet) of land; HOUO3:806433.11 • Ll Cedar Bayou Plant Job 13015020B Ref Map PS 12A Parcel PS 12 -0 10 Exhibit "B" on Map SCHEDULE2 Page 3 of 3 A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. HOUO3:806433.1 I Cedar Bayou Plant Job 130150208 Ref. Map PS12A ® Parcel PS 12 -G 101 Exhibit "O" on Map SCHEDULE 3A Page 1 of 2 A 0.003 -of one acre tract out of the Christian Smith League Abstract 22, .Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X)= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 0.003 of one acre tract is described by metes and bounds as follows: COMMENCING at a/2-inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County, THENCE, South 07°35'47" East, with the easterly line of said PS 12 -0O2, a distance of 91.79 feet to a 3/ -inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to • a3/4-Inch iron rod with plastic cap set for corner; H0003:806433.11 • is Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel P S 12 -G 101 Exhibit "O" on Map SCHEDULE 3A Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 972.14 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 83 °33'06" West, continuing with said easterly line, a distance of 10.00 feet to a '/2 -inch iron rod found for corner; THENCE, South 06 °26'54" East, continuing with said easterly line, a distance of 118.49 feet to a point for corner; THENCE, South 83 °33'06" West, departing said easterly line, a distance of 4,328.05 feet to a 3/4- inch iron rod with plastic cap with Grid coordinates X= 3,292,927.76; Y =718,856.14 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 12 °40'11" East, a distance of 8.00 feet to a 3/ -inch iron rod with plastic cap set for corner; THENCE, South 77 °19'49" West, a distance of 11.44 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 12 °40'11" West, a distance of 1.01 feet to a point for corner; THENCE, South 77 °19'49" West, a distance of 5.56 feet to a point for corner; THENCE, North 12 °40'11" West, a distance of 6.99 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 77'19'49" East, a distance of 17.00 feet to the POINT OF BEGINNING and containing a computed area of 0.003 of one acre (130 square feet) of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0003:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12A ® Parcel PS12 -G100 Exhibit "M' on Map SCHEDULE 3B Page 1 of 2 A 0.003 -of one acre tract out of the Christian Smith League Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (1)= 718,271.55 and Easting (X)= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing 'N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of. Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 0.003 of one acre tract is described by metes and bounds as follows: COMMENCING at a'' /s -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 126'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS 12 -0O2, a distance of 91.79 feet to a 3/ -inch iron rod with plastic cap set for comer; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a' /< -inch iron rod with plastic cap set for corner; H0003:806433.11 • Cedar Bayou Plant Job 130150208 Ref. Map PS12A Parcel PS12 -G100 Exhibit "N' on Map SCHEDULE 3B Page 2 of 2 THENCE, South 06 026'36" East, continuing with said easterly line, a distance of 972.14 feet to a 3/4 -inch iron rod with plastic cap set for corner, THENCE, South 83 °33'06" West, continuing with said easterly line, a distance of 10.00 feet to a '/z -inch iron rod found for corner; THENCE, South 06 °26'54" East, continuing with said easterly line, a distance of 100.35 feet to a point for corner; THENCE, South 83 °33'06" West, departing said easterly line, a distance of 4,324.73 feet to a3/4- inch iron rod with plastic cap with Grid coordinates X= 3,292,929.02; Y= 718,874.54 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 12 029'05" East, a distance of 8.50 feet to a 3/ -inch iron rod with plastic cap set for corner; THENCE, South 77 °30'55" West, a distance of 17.00 feet to a % -inch iron rod with plastic cap set for corner; THENCE, North 12 °29'05" West, a distance of 8.50 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 77 030'55" East, a distance of 17.00 feet to the POINT OF BEGINNING and containing a computed area of 0.003 of one acre (145 square feet) of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0003:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PSI 2A Parcel PS 12 -G 102 Exhibit "P" on Map SCHEDULE 3C Page 1 of 2 A 0.004 -of one acre tract out of the Christian Smith League Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X)= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers., Said 0.004 of one acre tract is described by metes and bounds as follows: COMMENCING at a '' /z -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PSI 2-CO2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, 4 dtstance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07°35'47" East, with the easterly line of said PS 12-CO2, a distance of 91.79 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a3/4-inch iron rod with plastic cap set for corner; HOUO3:806433. 11 • Cedar Bayou Plant Job 13015020B Ref. Map PS 12A Parcel PS 12 -G 102 Exhibit "P" on Map SCHEDULE X Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 972.14 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 83 °33'06" West, continuing with said easterly line, a distance of 10.00 feet to a '/Z -inch iron rod found for corner; THENCE, South 06 °26'54" East, continuing with said easterly line, a distance of 462.15 feet to a point for corner; THENCE, South 83 033'06" West, departing said easterly line, a distance of 4,291.75 feet to a3/4- inch iron rod with plastic cap with Grid coordinates X= 3,293,002.41; Y= 718,518.77 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 11 °38'16" East, a distance of 7.80 feet to a 3/4 -inch iron rod with plastic cap set for corner, THENCE, South 78 °21'44" West, a distance of 20.90 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 11 038'16" West, a distance of 7.80 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, North 78 021'44" East, a distance of 20.90 feet to the POINT OF BEGINNING and containing a computed area of 0.004 of one acre (163 square feet) of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. HOUO3:806433.1 l Cedar Bayou Plant Job 13015020B Ref. Map PS 12A • Parcel PS 12 -0 12 Exhibit "D" on Map SCHEDULE 4A Page 1 of 2 A 1.064 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12-CO2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X )= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10'50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 1.064 -acre tract is described by metes and bounds as follows: COMMENCING at a' /2 -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS12 -0O2, a distance of 91.79 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a3/4-inch iron rod with plastic cap set for corner; H0003:806433.1 I • Cedar Bayou Plant Job 130150208 Ref. Map PS 12A Parcel PS12 -012 Exhibit "D" on Map SCHEDULE 4A Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 767.08 feet to point for corner; THENCE, South 83 033'24" West, departing said easterly line, a distance of 4,717.25 feet to a "X" -cut in concrete having Grid coordinates X= 3,292,514.64; Y= 719,135.44 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 15 °09'37" East, a distance of 210.43 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 16 °32'32" East, a distance of 117.58 feet to a point for comer in the northerly line ofPS12 -010; THENCE, South 77 °49'26" West, with said northerly line a distance of 138.50 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 17 001'29" West, departing said northerly line_ a distance of 328.71 feet to an "X" -cut in concrete for comer; THENCE, North 77 052'56" East, a distance of 146.38 feet to the POINT OF BEGINNING of the herein described tract and containing a computed area of 1.064 acres (46,343 square feet) of land. A Survey Drawing with Map Number PS12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. HOUO3:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel PS12 -015 Exhibit "G" on Map SCHEDULE 4B Page 1 of 2 A 0.027 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of: Northing (Y)= 718,271.55 and Easting (X )= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 0.027 -acre tract is described by metes and bounds as follows: COMMENCING at a' /z -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 126'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E =130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 8016 wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS12 -0O2, a distance of 91.79 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, South 06 027104" East, continuing with said easterly line, a distance of 1,539.96 feet to a3/4-inch iron rod with plastic cap set for corner; H0001806433.11 • • Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel PS 12 -015 Exhibit "G" on Map SCHEDULE 4B Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 960.74 feet to a point for comer; THENCE, South 83 °33'24" West, departing said easterly line, a distance of 4,721.63 feet to an "X"- cut in concrete having Grid coordinates X= 3,292,532.02; Y= 718,942.52 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 17 °02'49" East, a distance of 34.00 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, South 72 °57'11" West, a distance of 34.00 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 17 002'49" West, a distance of 34.00 feet to an "X"- cut in concrete for corner; THENCE, North 72 °57'11" East, a distance of 34.00 feet to the POINT OF BEGINNING and containing a computed area of 0.027 acre (1,156 square feet) of land. A Survey Drawing with Map Number PS12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. HOUO3:806433.11 Cedar Bayou Plant Job 13015020B Ref Map PS12A ® Parcel PS 12 -013 Exhibit "E" on Map SCHEDULE 4C Page 1 of 3 A 2.755 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X)=3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N-12° 10'50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 2.755 -acre tract is described by metes and bounds as follows: COMMENCING at a '/z -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS 12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS12 -0O2, a distance of 91.79 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, South 06 027'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a 3/4 -inch iron rod with plastic cap set for corner; HQU03:806433.1 l Cedar Bayou Plant Job 13015020B Ref Map PS 12A Parcel PS12 -013 Exhibit "E" on Map SCHEDULE 4C Page 2 of 3 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 712.88 feet to point for corner; THENCE, South 83 °33'24" West, departing said easterly line, a distance of 4,031.28 feet to a "X" -cut in concrete with Grid coordinates X= 3,293,190.11; Y= 719,266.25 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 28 029'23" East, a distance of 357.02 feet to a point for corner, said point being in the northerly line of PS 12 -010; THENCE, South 77 °48'10" West, with said northerly line a distance of 123.47 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 34 °19'11" West, departing said northerly line a distance of 179.54 feet to a point for corner; THENCE, South 00 °13'23" East, a distance of 60.33 feet to a cotton spindle set for corner; THENCE, South 51 °41'24" West, a distance of 192.16 feet to a PK nail set for corner; THENCE, South 15 °11'43" East, a distance of 22.76 feet to a3/4-inch iron rod with plastic cap set for corner, said point being in the northerly line of PS 12 -010; THENCE, South 77'48'10" West, with said northerly line a distance of 36.81 feet to a chain link fence corner post found for corner; THENCE, North 12 002'55" West, a distance of 30.02 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 77 049'26" West, with said northerly line a distance of 332.09 feet to a cotton spindle set for corner; THENCE, North 21 °41'11" West, departing said northerly line a distance of 20.59 feet to a/4- inch iron rod with plastic cap set for corner; THENCE, North 68 018'49" East, a distance of 270.80 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 15 °11'43" West, a distance of 257.85 feet to a "X" -cut in concrete for corner; • THENCE, North 77 °48'21" East, a distance of 100.14 feet to a "X" -cut in concrete for corner; H0003:806433.1 • • Cedar Bayou Plant Job 13015020B Ref Map PS 12A Parcel PS 12 -013 Exhibit "E" on Map SCHEDULE 4C Page 3 of 3 THENCE, South 15 °11'43" East, a distance of 221.57 feet to a % -inch iron rod with plastic cap set for corner; THENCE, North 51 041'24" East, a distance of 100.79 feet to a "X" -cut in concrete for corner; THENCE, North 02 026'16" West, a distance of 169.17 feet to a "X" -cut in concrete for corner; THENCE, North 77 °42'01 " East, a distance of 162.50 feet to the POINT OF BEGINNING of the herein described tract and containing a computed area of 2.755 acres {120,010 square feet} of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0003:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS 12A Parcel PS 12 -016 Exhibit "If' on Map SCHEDULE 4D Page 1 of 2 A 0.041 -of one acre tract out of the Christian Smith League Abstract 22, Chambers County, Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values o£ Northing (Y)= 718,271.55 and Easting (X )= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 121 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 0.041 of one acre tract is described by metes and bounds as follows: CONEWENCING at a' /2 -inch iron rod having Grid coordinates X= 3,296,930.35; Y= 722,047.91, being the northeast corner of said PS12 -0O2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 80 -foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 035'47" East, with the easterly line of said PS12 -0O2, a distance of 91.79 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a 3/ -inch iron rod with plastic cap set for corner; • H0003:806433.11 • Cedar Bayou Plant Job 13015020B Ref. Map PS12A Parcel PS12 -016 Exhibit "IT' on Map SCHEDULE 4D Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 972.14 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 83 °33'06" West, continuing with said easterly line, a distance of 10.00 feet to a '/2 -inch iron rod found for corner, THENCE, South 06 026'54" East, continuing with said easterly line, a distance of 35.28 feet to a point for corner; THENCE, South 83 °33'06" West, departing said easterly line, a distance of 4,303.20 feet to a3/4- inch iron rod with plastic cap with Grid coordinates X= 3,292,943.10; Y= 718,941.61 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 21 °30'11" East, a distance of 42.50 feet to a3/4-inch iron rod with plastic cap set for corner; THENCE, South 68 °29'49" West, a distance of 34.43 feet to a 3/4 -inch iron rod with plastic cap set for corner, said point being in the northerly line of PS 12 -010; THENCE, South 77 °49'26" West, with said northerly line a distance of 8.18 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, North 21 °30'11" West, departing said northerly line a distance of 41.17 feet to a 3/- inch iron rod with plastic cap set for corner; THENCE, North 68 029'49" East, a distance of 42.50 feet to the POINT OF BEGINNING and containing a computed area of 0.041 of one acre (1,801 square feet) of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0003:806433.11 Cedar Bayou Plant Job 13015020B Ref. Map PS12A ® Parcel PS 12 -014 Exhibit "F" on Map SCHEDULE 4E Page 1 of 2 A 0.002 -acre tract out of the Christian Smith League, Abstract 22, Chambers County, r Texas and being out of the said 413.081 -acre tract called PS 12 -0O2. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1927, South Central Zone, as defined in the Texas Natural Resources Code, section 21.071 et seq. With the coordinates based on a found concrete monument with brass disk (S= 580.00 E= 130.00) having Grid values of Northing (Y)= 718,271.55 and Easting (X )= 3,292,359.92 and the position of a found concrete monument with brass disk (N= 669.00 E= 130.00) bearing N 12° 10' 50" W. 1,249.13 (found 0.13 feet long) and having Grid values of: Northing (Y)= 719,492.42 and Easting (X)= 3,292,096.39 per Reliant Energy. All distances shown hereon are surface. To convert to grid distance, multiply by the applied scale factor of 0.9998892. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 0.002 -acre tract is described by metes and bounds as follows: COMMENCING at a' /z -inch iron rod having Grid coordinates X= 3,296,930.35; Y =722,047.91, being the northeast corner of said PSI 2-CO2, from which a found concrete monument with brass disk for plant baseline monument (S= 580.00 E= 130.00) bears South 50 °26'04" West, a distance of 5,929.38 feet and from which a second concrete monument with brass disk found for plant baseline monument (N= 669.00 E= 130.00) bears South 62 °08'12" West, a distance of 5,468.49 feet and being in the westerly right -of -way line of West Bay Road (an 8 foot wide right -of- way) as recorded in Volume 133, Page 487 of the Deed Records of Chambers County; THENCE, South 07 °35'47" East, with the easterly line of said PS 12 -0O2, a distance of 91.79 feet to a 3/4 -inch iron rod with plastic cap set for corner; THENCE, South 06 °27'04" East, continuing with said easterly line, a distance of 1,539.96 feet to a3/4-inch iron rod with plastic cap set for corner; HOUO3:806433.11 n • Cedar Bayou Plant Job 13015020B Ref. Map PS 12A Parcel PS12 -014 Exhibit "F on Map SCHEDULE 4E Page 2 of 2 THENCE, South 06 °26'36" East, continuing with said easterly line, a distance of 920.95 feet to a point for corner; THENCE, South 83 °33'24" West, departing said easterly line, a distance of 4,156.07 feet to a inch iron rod with plastic cap set for corner having Grid coordinates X= 3,293,089.48; Y= 719,045.52 set for the POINT OF BEGINNING of the herein described tract; THENCE, South 38 °18'36" East, a distance of 10.00 feet-to a PK nail set for corner; THENCE, South 51 °41'24" West, a distance of 10.00 feet to a PK nail set for corner; THENCE, North 38 018'36" West, a distance of 10.00 feet to a PK nail set for corner; THENCE, North 51041'24" East, a distance of 10.00 feet to the POINT OF BEGINNING and containing a computed area of 0.002 acres (100 square feet) of land. A Survey Drawing with Map Number PS 12 A and B was prepared by Survcon Inc. in conjunction with this metes and bounds description. H0003:806433. l 1 CEDAR BAYOU - FISHER TRACTS AND INTAKE CANAL HARRIS COUNTY, TEXAS DEED THIS DEED CONVEYS PROPERTY FROM RELIANT ENERGY, INCORPORATED AS "GRANTOR" TO TEXAS GENCO, LP AS "GRANTEE" THROUGH INTERMEDIATE CONVEYANCES THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § PART I: GRANTOR TO TGH PART II: TGH TO LLC PART III: LLC TO GRANTEE PART I RELIANT ENERGY INCORPORATED TO TEXAS GENCO HOLDINGS INC. THAT RELIANT ENERGY, INCORPORATED ( "Grantor "), for and in consideration of the sum of TEN AND NO / 100 DOLLARS ($10.00) in hand paid to Grantor by TEXAS GENCO HOLDINGS, INC., a Texas corporation ( "TGH"), whose mailing address is P. O. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto TGH that certain tract or tracts of real property located in Harris County, Texas, as more particularly described on SCHEDULE 1 (the "Land "), together with (a) any and all appurtenances belonging or appertaining thereto; (b) any and all improvements, structures, facilities, systems, fixtures and equipment of any kind now or hereafter located on the Land, whether above or below the surface, whether real or personal property and whether permanent or temporary (collectively, the "Improvements "); (c) any and all appurtenant easements or rights -of -way affecting said Land and Improvements and any of Grantor's rights to use same; said Land together with the Improvements, properties, rights and interests described in (a) through (c) above are herein collectively referred to as the "Property". This conveyance is expressly made subject to (i) those certain encumbrances to title that are of record in the real property records . of said county, except for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Property as of the date hereof, and (ii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond 40 the line of the harbor or bulkhead lines as established or changed by any government; or to filled -in lands or artificial islands; or to statutory water rights, including riparian rights; or to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area HOUO3:829060.3 or easement along and across the area. "Indebtedness" of Grantor means, (a) all obligations of Grantor for borrowed money, (b) all obligations of Grantor evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of Grantor upon which interest charges are customarily paid, (d) all obligations of Grantor under conditional sale or other title retention agreements relating to property or assets purchased by Grantor, (e) all obligations of Grantor issued or assumed as the deferred purchase price of property or services, (f) all obligations as listed in (a) through (e) immediately above of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, or other encumbrance on property owned or acquired by Grantor, whether or not the obligations secured thereby have been assumed, (g) all guarantees by Grantor of Indebtedness of others, (h) all capital lease obligations of Grantor, and (1) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto TGH, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph, and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto TGH, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PROPERTY. PART H TEXAS GENCO HOLDINGS, INC. TO TEXAS GENCO GP. LLC AND TEXAS GENCO LP, LLC THAT TGH, for and in consideration of the sum of TEN AND NO /l00 DOLLARS ($10.00) in hand paid to TGH by TEXAS GENCO GP, LLC ( "Texas Genco GP "), a Texas limited liability company, whose mailing address is P. 0. Box 61867, Houston, Texas 77208, and TEXAS GENCO LP, LLC ( "Texas Genco LP "), a Delaware limited liability company, whose mailing address is 200 West Ninth Street Plaza, Suite 409, Wilmington, Delaware 19801 (collectively sometimes called "LLC "), and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Texas Genco GP, an undivided one percent (1 %), 46 and to Texas Genco LP, an undivided ninety -nine percent (99 %) interest, in and to the Property. H0003:829060.3 2 ® This conveyance is expressly made subject to (1) those certain encumbrances to title that are of record in the real property records of said county, except for any and all liens and security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Property as of the date hereof, and (ii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government; or to filled -in lands or artificial islands; or to statutory water rights, including riparian right&; or to the area extending from the line of mean Iow tide to the line of vegetation, or the rights of access to that area or easement along and across the area. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto LLC, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto LLC, its successors and assigns, against every. person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PROPERTY. Part I. Capitalized terms not defined in this Part II shall have the respective meanings set forth in PART III TEXAS GENCO GP LLC AND TEXAS GENCO LP LLC TO TEXAS GENCO LP THAT LLC, for and in consideration of the sum of TEN AND NO /100'BbLLARS ($10.00) in hand paid to LLC by TEXAS GENCO, LP, a Texas limited partnership ( "Grantee "), whose mailing address is P. O. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto Grantee, Texas Genco GP's undivided one percent (1 %) interest, and Texas Genco LP's undivided ninety-nine percent (99 %) interest, in and to the Property. • This conveyance is expressly made subject to (i) those certain encumbrances to title that are of record in the real property records of said county, except for any and all liens and security interests HOUO3:829060.3 3 ® securing Grantor's Indebtedness, and to all matters visible on the ground that a proper survey would show, to the extent and only to the extent such matters are valid and subsisting and affect the Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government; or to filled -in lands or artificial islands, or to statutory water rights, including riparian rights; or to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across the area. • TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever, subject to the specific matters stated in the immediately preceding paragraph; and LLC does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that the matters herein stated to which this conveyance is made subject to shall not in any way limit or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of title or any title insurance company. THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PROPERTY. Capitalized terms not defined in this Part III shall have the respective meanings set forth in Part I or Part H. The SCHEDULE(S) which are attached hereto are incorporated herein for all purposes. Grantee hereby assumes liability for the payment of all ad valorem taxes and assessments for the Property for the year 2002 and all subsequent years. This Deed may be executed in multiple counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving the existence, validity or content of this Deed. [End of Page] HOUO3:929060.3 4 • EXECUTED to be effective the 31st day of August, 2002, at _.m. (Central Time). "GRANTOR ": • HOUO3:829060.3 RELIANT ENERGY, INCORPORATED By: Name: Rufus S. Scott Title: Vice President "TGH" : TEXAS GENCO HOLDINGS, INC. By: Name: Title: Rufus S. Scott Vice President "TEXAS GENCO GP ": TEXAS GENCO GP, LLC By: Name: Rufus S. Scott Title: Vice President "TEXAS GENCO LP ": TEXAS GENCO LP, LLC By: Name: Patricia F. Genzel Title: President 0 • pon recordation, please return to: Stacey Tilley Baker Botts L.L.P. 910 Louisiana Houston, TX 77002 -4995 HOUO3:829060.3 "GRANTEE ": TEXAS GENCO, LP By:: TEXAS GENCO GP, LLC, General Partner By: Name: Rufus S. Scott Title: Vice President ® THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 2002, by Rufus S. Scott, Vice President of Reliant Energy, Incorporated, on behalf of said corporation. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on ___, 2002, by Rufus S. Scott, Vice President of Texas Genco Holdings, Inc., on behalf of said corporation. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 2002, by Rufus S. Scott, Vice President of Texas Genco GP, LLC, on behalf of said limited liability company. Notary Public, State of Texas THE STATE OF DELAWARE § COUNTY OF § This instrument was acknowledged before me on _, 2002, by Patricia F. Genzel, President of Texas Genco LP, LLC, on behalf of said limited liability company. H0003:829060.3 Notary Public, State of Delaware • THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on 1 2002, by Rufus S. Scott, Vice President of Texas Genco GP, LLC, as General Partner of Texas Genco, LP, on behalf of said limited partnership. HOUO3:829060.3 Notary Public, State of Texas 0 SCHEDULE 1 DESCRIPTION OF PROPERTY All that certain property as described in the instruments recorded as follows: Intake Canal: 1. Fee and easement rights described in instrument recorded in Volume 7741, Page 438 of the Deed Records of Harris County, Texas. 2. Fee and easement rights described in instrument recorded in Volume 7614, Page 379 of the Deed Records of Harris County, Texas. 3. Volume 7728, Page 294 of the Deed Records of Harris County, Texas. Fisher Tracts: 4. Deed filed for record in the Official Public Records of Real Property of Harris County, Texas, under Clerk's File No. E299425 and recorded under FiIm Code No. 112 -10 -2459. 5. Deed filed for record in the Official Public Records of Real Property of Harris County, Texas, under Clerk's File No. E299423 and recorded under Film Code No. 112 -10 -2450. 6. Deed filed for record in the Official Public Records of Real Property of Harris County, Texas, under Clerk's File No. E299421 and recorded under Film Code No. 112 -10 -2442. 0 INDUSTRIAL DISTRICT AGREEMENT BETWEEN HOUSTON LIGHTING AND POWER COMPANY AND CITY OF BAYTOWN, TEXAS This Agreement is made and entered into between the CITY OF BAYTOWN, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City.," and HOUSTON LIGHTING AND POWER COMPANY, a division of Houston Industries, Inc., a Texas corporation with a permit to engage in business in the State of Texas, hereinafter referred to as "HL &P" or "Company." WITNESSETH. WHEREAS, Baytown has a history of cooperating with industries located within and near its city limits; and WHEREAS, the City Council of the City of Baytown is of the considered opinion that such cooperation results in economic growth and stability for Baytown and its adjacent areas; and WHEREAS, the Texas Legislature in 1963 adopted the "Municipal Annexation Act," Article 970a, Revised Civil Statutes of Texas, (now TEX. LOC. GOVT CODE ANN. § 42.044) which provides for the creation of Industrial Districts within the extraterritorial jurisdiction of cities; and WHEREAS, pursuant to such Municipal Annexation Act and in the interest of further cooperation with industry and the economic enhancement of Baytown, the City of Baytown enacted Ordinance No. 899, dated the 26'h day of October, 1967, designating a part of its extraterritorial jurisdiction as an Industrial District known as Baytown Industrial District No. 3; and WHEREAS, the City Council desires that all of HL &P's Baytown Plant and facilities as described in Appendix A, be included in the Baytown Industrial District No. 3; and further desires to enter into this contractual agreement with HL &P, for this purpose; and WHEREAS, HL &P's- Baytown Plant includes both real and personal property within the corporate limits or extraterritorial jurisdiction of the City used in its generating facilities, and includes any office facilities used in direct support of these operations and either situated contiguous thereto or separated by public roads; NOW THEREFORE, In consideration of the promises and of the mutual covenants and agreements herein ® contained, it is agreed by and between the Company and the City of Baytown as follows: Exhibit B ® Industrial District Agreement Page 2 1. The findings contained in the preamble_ hereof are declared to be true and correct and are hereby adopted. 2. The City of Baytown hereby agrees that all of the land and improvements thereon owned, used, occupied, leased, rented or possessed by the Company within the area designated as Baytown Industrial District No. 3 by Ordinance No. 899 and amendments thereto shall continue its extraterritorial status as an Industrial District and shall not be annexed by the City of Baytown not shall the City attempt to annex, or in any way cause or permit to be annexed any of such property during the term of this Agreement, except for such parts of Company's property as may be necessary to annex in order to annex property owned by third parties within the Industrial District that the City may decide to annex. The City further agrees, promises and guarantees that during the term of this Agreement the City of Baytown shall not apply or purport to apply any ordinance, rule or regulation to either the Industrial District area described in Appendix A or certain portions of II. &P's Baytown Plant and facilities which have been annexed by the City of Baytown, which areas, both annexed and otherwise, are jointly described in the map attached as Appendix B, except as relating to noise, vibration, drainage or flood control, and pollution performance standards as hereinafter provided. Specifically, but without limitation, the City agrees, promises and guarantees that it will not extend to the property described by Appendix A any ordinance, rule or regulation (a) governing plats and the subdivision of land; (b) prescribing any zoning, building, electrical, plumbing or inspection code or codes; and (c) attempting to exercise in any manner whatsoever control over the conduct of the Company's business thereof. The Company shall not be required to obtain building permits for construction of structures, other than those structures that enclose a space used for sheltering any Group A, B, E, F, I, M, R, and S occupancies, as defined in the Southern Standard Building Code and that are located on the annexed property within the area described by Appendix B, but the Company does agree that any structure built within the area described by Appendix A shall be built in accordance with the latest edition of the Southern Standard Building Code. The City further agrees that during the term of this Agreement it will not levy or purport to levy ad valorem taxes against any real or personal property owned, used, occupied,. leased, rented, or possessed by the Company within the Industrial District. 3. It is further agreed that during the term of this Agreement the City of Baytown shall not be required to furnish municipal services to the Company's Baytown Plant, which are located within the Industrial District or the annexed areas noted in Appendix B, ordinarily and customarily supplied by the City to property owners within its boundaries, except as provided by mutual agreement. Specifically, but without limitation, it is agreed that the City of Baytown shall not be required to furnish (1) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (S) garbage pickup service. ® 4. The Company and the City of Baytown recognize that in the past the Company has paid to the City a share of the needed revenue for operating the City and providing. services for its residents. It is further recognized that during the next succeeding seven years the City of Baytown will experience population growth as a result of industrial expansion which will necessitate increased revenue to provide expanded services and facilities. In view of this increased need for revenue, Industrial District Agreement Page 3 beginning in 1998, the Company agrees to pay the City of Baytown an Industrial District payment on or before December 31 st of each year during the term of this Agreement, such payment to be calculated on the basis of the below stated formula: A. In applying the below stated formula, the following definitions shall apply: 1) Full Value Payment: The fair market value as determined by the City, of all of the Company's Baytown Plant within the corporate limits or extraterritorial jurisdiction of the City, multiplied by the property tax rate per $100.00 of assessed valuation adopted by the-City Council for the City of Baytown for f nan cing a fiscal year in which such December due date falls, and multiplied by the applicable industrial payment rate asaetai a `taw. `�•�i::�; 's A\i ° , o � h � `'"-: }� .l Et�� f3 G �1�1.�r �:: - ••• 1 ill � 11 1 11 1 11 1 11• 1 2) Tax Payment: The amount paid by the Company to the City of Baytown as ad valorem taxes on that portion of the Company's Baytown Plant within the City limits. The tax payment shall be based on the value determined by the Harris County Appraisal District or such other appraisal district as may succeed the Harris County Appraisal District in assessing property for the City. 3) Industrial District Payment: Amount paid by the Company in lieu of taxes pursuant to this Agreement, which amount shall not include the tax payment paid by the'Company. B. The Company's Industrial District Payment shall be calculated each year in the following manner using then above definitions: ® Full Value Payment Tax Payment Industrial District Payment ® Industrial District Agreement Page 4 • C. The appraised value for tax purposes of the annexed portion of land, improvements, and tangible personal property shall be determined by the Harris County Appraisal District. The parties hereto recognize that said District is not required to appraise the land, improvements, and tangible personal property in then unannexed area for the purpose of computing the Industrial payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Company's Baytown Plant in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Industrial District payment in the manner described above, the City may choose to use an appraisal of the Harris County Appraisal District, or an appraisal conducted by the City of Baytown, and/or an independent appraiser of the City's selection, and at the City's expense. This value shall be used in determining the full value payment described above. Nothing contained herein shall ever be construed as in derogation of the authority of the Harris County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. D. It is agreed by the parties that the City has the power to and shall create an Industrial District Review Board which shall carry out the duties designated to it in this Agreement. E. If any disagreement arises between the Company and Harris County Appraisal District that results in a delay in the determination of Company's fair market value, the Company shall pay to the City of Baytown on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the fair market value of the Company. Adjustments to this amount shall be made within thirty (30) days of the resolution of the disagreement. 5. Furthermore, the City hereby agrees that for all new construction of the Company, which is located within Industrial District No. 3 with value greater than $20 million, the industrial district payment shall be calculated, subject to the limitations provided herein, as•the.fair market value, as determined by the City of each new construction project multiplied by the property tax rate per $100.00 of assessed valuation adopted by the City Council of the City of Baytown for financing the fiscal year in which such December due date falls, and multiplied by the applicable new construction industrial district payment rate as detailed below. Such computation shall yield a product which, for purposes of this agreement, shall be referred to as the "new construction industrial district payment." 1 '.f(��y��,• �r�,.• }i4 R7` ^•� •Y.i.- 'S""�'`v a".'r�� �, ! �It�"�Ati -(' �'•Y�"`- ~ �'1 ° _' •_ __ %'%i =.=+ .^ a ✓.. .v'..�•.,'� !`t d 1 ' 1 Industrial District Agreement Page S Such new construction industrial district payment rate shall apply only to qualified, new construction and then only to the extent that the value of the Company's Baytown Plant located in Industrial District No. 3, exclusive of such qualified, new construction, equals or exceeds the market value of the Company's entire facility as of January I of the year immediately preceding the year in which this Agreement becomes effective. If, however, in any year the market value of the Company's property is less than such amount, then value of the new construction shall be added to the market value, and if such sum equals or exceeds the market value of the Company's entire facility as of January 1 of the year immediately preceding the year in which this Agreement becomes effective, the value in excess of such amount shall be a factor in computing the new construction industrial district payment. This new construction industrial district payment shall first become effective as of January 1, immediately following the date of the start of construction if such construction qualifies as "new construction," as hereinafter defined, upon the earlier of the final completion of the new construction or the expiration of two years from the date of the notice of the start of construction. The City may allow, in its sole discretion, an extension of time to the Company in the event of unavoidable circumstances or a force majeure that causes a delay to the Company in completing construction, but nothing contained herein shall obligate the City to grant such an extension. For purposes of determining whether new construction is qualified for the new construction industrial district payment calculation, the City shall verify that the fair market value of the new construction after the expiration of two (2) years from the effective date of the new, construction industrial district payment computation, equals or exceeds $20 million dollars. Thus, if after the two year period, the fair market value of the new construction is less than $20 million, the difference between the amount that would have been paid pursuant to the industrial district payment calculation and the amount actually paid pursuant to the new construction industrial district payment shall be recaptured by the City and shall be paid within sixty (60) days after written notice of the non - qualification of the new construction for the new construction industrial district payment computation by the City or its designee to the Company. In no case, shall the period to which the new construction industrial ® district computation applies, inclusive of construction and completion, extend beyond the term of this agreement. ® Industrial District Agreement Page 6 The term "new construction" as used in this paragraph shall mean permanent buildings and structures, fixed machinery, fixed equipment and process units, site improvements and that office space and related fixed improvements necessary to the operation and administration of the Company, all of which commence subsequent to the effective date of this Agreement and % yhose value will exceed $20 million. "New construction" shall not include land, inventories, supplies, tools, furnishings and other fonns of movable personal property, vehicles, vessels, aircraft, housing, hotel accommodations, deferred maintenance investments, property to be rented or leased, any improvements, including, but not limited to, those which produce, store, or distribute natural gas, fluids, or gases which are not integral to the operation of the facility, property that has an expected useful life of less than fifteen (1 S) years, or any property owned or used by the State of Texas or its political subdivisions or any organization owned, operated or directed by a political subdivision of the State of Texas. Throughout the term of this Agreement, all new construction shall be valued separately and included in the aforementioned industrial district payment only to the extent that the value of the new construction is not subject to the new construction industrial payment district computation. In the event that the Company allows all or any part of its new construction industrial district payment to become delinquent, this portion of the Agreement, dealing specifically with new construction, shall be null and void; and all payments previously reduced by virtue of this section (i.e., the difference between the industrial district payment and the new construction industrial district payment) shall be recaptured and paid within sixty (60) days of the delinquency date. The Owner shall send written notice to the City of the date of the start of construction on or before thirty (30) days after project approval by the Company; provided, that if any project approval by the Company occurred prior to the effective date of this agreement in the year in which this contract is executed, such notice shall be due on or before thirty days (30) after the execution of this agreement. Such notice shall include a description of the project along with a verified statement of an officer of the Company, who has the authority to bind the Company, that the project qualifies as new construction as defined herein and should be subject to the new construction industrial district payment. The Company agrees that the failure to provide the City with this notice prior to the start of construction shall constitute a waiver of any right or privilege to calculate the amount due to the City based on the new construction industrial district payment rate and that such new construction shall be factored into the full industrial district payment as described in Section 4 of this Agreement. 6. Determination of City and Industrial District fair market values, in the above stated manner, shall be made by the City of Baytown and approved by the Industrial District Review Board. Such final fair market value as approved by the Industrial District Review Board shall be final and binding unless either party within thirty (30) days after receipt of the Board's determination petitions for a iDeclaratory Judgment to the Civil District Court of Hams County, Texas, as provided for by Section 7 hereof. ® Industrial District Agreement Page 7 In determining the fair market value of property and improvements as used herein, the Industrial District Review Board shall base its determination on the fair market value as defined in article 4(c) herein, giving due consideration to comparable present day facilities considering and giving effect to sound engineering valuation practices relative -to service life, life expectancy, process and functional obsolescence. 7. If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes in which the Plaintiff must establish by a preponderance of the evidence the correct interpretation of valuation. Pending final determination of said controversy, the Company shall pay to the City of Baytown on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the amount owed by the Company to the City. The Company agrees to tender gie amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. 8.' All payments to the City of Baytown provided herein shall be made to the City at the City Hall in Baytown, Texas. If any payment is not made on or before the due date, the same penalties, interest, attorneys' fees and costs of collection shall be recoverable by the City as would be collectible in the case of delinquent ad valorem taxes; provided, however, that this sentence shall not apply to any payment which may be found to have been deficient as the result of proceedings provided for in Section 5 hereof. The City shall have a lien upon the Company's property upon any delinquency in Industrial District payment. 9. If any other municipality attempts to annex any land or property owned, used, occupied, leased, rented or possessed by the Company within the area designated as Baytown Industrial District No. 3 or if the creation of any new municipality should be attempted so as to include within its limits such land or property, the City of Baytown shall, with the cooperation of the Company, seek injunctive relief against any such annexation or incorporation, and shall take such other legal steps as may be necessary or advisable under the circumstances. The cost of such legal steps, including attorneys' fees (other than the City Attorney) retained by mutual agreement of the parties, shall be paid by the Company. Should the City refuse or fail to comply with its obligations under this paragraph, the Company shall have the right to seek such legal or equitable relief as it deems necessary or advisable in its own name or in the name of the City and, if necessary, the Company may join the City as a party to such legal action. If the City and the Company are unsuccessful in preventing any such attempted annexation or incorporation, the Company shall have the right to terminate this Agreement as to any property ® so annexed or incorporated retroactive to the effective date of such annexation or incorporation, or the Company may continue this Agreement in full force and effect; provided, however, that the Company's right to terminate this Agreement must be exercised within thirty (30) days after Judgment upholding such annexation or incorporation becomes final beyond further appeal. If any Industrial District Agreement ® Page 8 payment is made by the Company to the City of Baytown after the effective date of such annexation or incorporation and if the Company elects to terminate this Agreement as above provided, then as to such property so annexed or incorporated such payment shall be refunded by the City to the Company. 10. The City of Baytown and the Company mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in the Baytown Industrial District No. 3, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Company and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of the City adjacent to the Company's Baytown Plant shall also be applicable to the plant within the Industrial District. The Company further agrees to abide by the rules and regulations and the permits issued to it by the environmental Protection Agency, the Texas Natural Resource Conservation Commission, and any other governmental agency having legal authority in these matters. In this connection, it is recognized between the parties that these agencies are charged with the responsibility for enforcing air and water quality standards, and it is agreed that so long as the Environmental Protection Agency, the Texas Natural Resource Conservation Commission, the Texas Air Control Board, and other related agencies are charged with such responsibility, nothing contained herein shall be construed to impose upon the City of Baytown any responsibility, authority or right, by termination of this Agreement or otherwise to enforce any standards relative to air and water quality as are established by law, rule, regulation or permit. It is also agreed that no violation of any standards or criteria adopted by the City shall be a reason for termination of this Agreement. H. This Agreement shall be- for a term of seven (7) years from the date this instrument is executed .and for such additional period or periods of time as provided by the Texas Municipal Annexation Act and mutually agreed upon the parties hereto. 12. The benefits accruing to the Company under this Agreement shall also extend to the Company's "affiliates" and to any properties owned or acquired by said affiliates within the area encompassed by Industrial District No. 3, and where reference is made herein to land, property and improvements owned by the Company, that shall also include land, property and improvements owned by its affiliates. The "affiliates" as used herein shall mean all companies with respect to which the Company directly or indirectly through one or more intermediaries at the time in question, owns or has the power to exercise the control over fifty (50 %) percent or more of the stock having the right to vote for the election of directors. 13. It is agreed by the parties to this Agreement that only full, complete and faithful performance of the terms hereof shall satisfy the rights and obligations assumed by the parties and that, therefore, ® in addition to any action at law for damages which either party may have, the Company may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of, or in conflict with, the .terms of this Agreement and may obtain such other equitable relief, including specific ® Industrial District Agreement Page 9 performance of the Agreement, as is necessary to enforce its rights. It is further agreed that should this Agreement be breached by the Company, the City shall be entitled, in addition to any action at law for damages, to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights. However, nothing contained herein shall be construed to give the City any fight to terminate this Agreement on the basis of the Company's violation of-any standard or criteria relative to air emissions, water effluents, noise, vibration, or toxic levels, or drainage and flood control established by any law, ordinance, rule, regulation or permit. 14. In the event the terms and conditions of this Contract are rendered ineffective or their effect changed by the Constitution, any Legislative changes, or any interpretation of the Texas Property Tax Code by the State Tax Assessment Board, both parties mutually agree that said Contract shall be renegotiated to accomplish the intent of this Agreement. . 15. This Agreement shall not bestow any rights u¢bn any third party, but rather, shall bind and benefit the Company and its affiliates as defined in.Section 12 and the City only. 16. This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. 17. If the Company conveys all or any part of the property covered under this Agreement, the Company shall thereupon cease to be obligated with respect to the property so conveyed, if the grantee thereof assumes in writing the obligations hereof with respect to such property so conveyed; provided, however, that no such conveyance shall be binding on the City (i) until such time as the City shall have been furnished with a copy of the instrument whereby the grantee assumed such obligations and (ii) such assumption and the form thereof is approved in writing by the City. 18. Failure of either party hereto to insist on the strict performance of any of the agreements herein or,. to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. 19. This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 20. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. • Industrial District Agreement Page 10 EXECUTED IN DUPLICATE ORIGINALS this the15 day of August; 1998. ATTEST: { A5yT SECRETARY ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: 4ACINAMIREZ, S. ity Attomey t:klhlG4%UgalUDA%RL&IAHL&FForm. DA. Final HOUSTON LIGHTING AND POWER COMPANY B Printed Name Title Erl CITY OF BAYTOWN ,k C. x"— PETE C. ALFAR , Mayor 0 0 Z W a Q • x 0 0 AI N m l �i i U 0 i U Q U Q Q Q m to ti m1 M r- mto pd to Q (") (D ll'�! t'7 N th N vi v r 0 J co (S N n. co: (S! 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H (D tD CD (D (D (D CD ti co co Q n co ti tD ti cD t` co L4 tD f� cD ti m n O m ti O ti O m !� m tit` (D cD ti (D ►- Q r.wa(�m O �a(�r- rC')tnOmOtititirfzCDM co Q cD T J(] t i N Lo O (a V) cn O co00cor(�Np m CY) cr) Z� ca m Q co U.14 OO�y (uj Q IV Q0 0 Cl O r LU Q O O r O O O Q r r 0 0 0 O O O O co O J Z LU O H U LL 06 co m m ca W � U Q U r v N co ^ co o¢) O r Q - �D Ua QZ J Q �— . O O O CDC) -o C T.- - �UU-ppOpC) - Q Q U Q Q N d N M T V V i N 0 Q O N 6 1.to 0 � Q O j J Q a 0 O ca Of CV NNN U') A ([) !n 0 N ZUNNNNN.NcVNNN UUUUUU U UUUU+) U- U( U V wd CD m m Q- • 0� 11- I.EGAL DEPARTMENT CITY OF B.A YTO WN 2401 MARKET P.O. BOX 424 BAYTOWN,TX. 77522 -0434 (281) 420 -6505 FAX (28 1) 420 -6586 IGNACIO RAMIREZ, Sit. JULIE K. ESCALANTE KA[WN L. HORNER CITY ATTORNEY ASSISTANT CITY ATTORNEY ASSISTANT- CITY AITOIWE.Y Ms. Genora Kendrick Boykin Attorney at Law Houston Industries Incorporated P.O. Box 61867 Houston, TX 77208 December 15, 1999 Re: industrial District Agreement between Houston Lighting & Power Co. and the City of Baytown, Texas, dated August 23,1998 (" iDA ") Dear Ms. Boykins: Please be advised that it has come to the City of Baytown's attention that pursuant to the industrial district policy adopted by the City Council of the City of Baytown on July 27, 1995, your company's industrial district payment rate for the 1999 tax year should be .48 instead of ,50. As such, this letter agreement ( "Agreement"} once signed by all parties shall constitute an amendment to the above - referenced contract. Specifically, Section 4, Subsection (A)(1) shall be amended to read as follows: A. In applying the below stated formula, the following definitions shall apply: l , Full Value Payment: The fair market value as determined by the City, of all of the Company's Baytown Plant within the corporate limits or extraterritorial jurisdiction of the City, multiplied by the property tax Tatc per 1100.00 of assessed valuation adopted by the City Council for the City of Baytown for financing the fiscal year in which such December due date falls, and multiplied by the applicable industrial payment rate as detailed below: Y INDUSTRIAL PAYMENT YEAR OF VALUATION ' RATE r rr � • Houston Industries Incorporated December 15, 1999 Page 2 The provisions of this Agreement and the provisions of the IDA should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the IDA, the provisions of this Agreement shall control. Please be advised that the change detailed hereinabove has no impact on Any prior payments made pursuant to the above - referenced IDA, but rather just affects the 1999 payment. Once your client executes this letter agreement, please return the same to my attention at the above- referenced address. Thereafter, I will present this document to the City Manager for execution. Should you have any questions or if I may be of any assistance, please do not hesitate to contact me. Thank you for your assistance in this matter. AGREED: Robert (Date) . Assistant Corporate Secretary AG RECD: Monte Merccr, City Manager (Date) C.tili2!7U. aJXUIUAtDAR=Lcum.duc Sincerely, 41P.Uacio Ramirez, Sr. City Attorney ATTEST: ature) (Printed Name) A,`Z Tg, gT: City Clerk ORDINANCE No. 8377 ® AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL, DISTRICT AGREEMENT WITH HOUSTON LIGHTING AND POWER COMPANY, A DIVISION OF I•IOUSTON INDUSTRIES, TNC.; AND PROVIDING FOR T14E EFFECTIVE DATE THEREOF. • BE IT ORDAINED DY THE CITY COUNCIL. OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to an Industrial District Agreement with Houston Lighting and Power Company, a division of Houston Industries, Inc. A copy of said Agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes, % Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 23 "' day of August, 1998. ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: .c ACID RAMIRE7, S ity Auor:tcy ckl(i 1U]1Cnuuei Ron] inn neesU [U- HIMOM PETE C. ALFAROJAIyor • INDUSTRIAL DISTRICT AGREEMENT BETWEEN 1- IOUSTON LIGHTING AND POWER COMPANY AND CITY OF BAYTOWN, TEXAS This Agreement is made and entered into between the CITY OF BAYTOWN, Texas, a municipal corporation in I•Ianis and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City," and HOUSTON LIGHTING AND POWER COMPANY, a division of Houston Industries, Inc., a Texas corporation with a permit to engage in business in the State of Texas, hereinafter referred to as' IL &P" or "Company." WITNESSETH: WNER.EAS, Baytown has a history of cooperating with industries located within and near its city limits; and WHEREAS, the City Council of the City of Baytown is of the considered opinion that such cooperation results in economic growth and stability for Baytown and its adjacent areas; and WHEREAS, the Texas Legislature in 1963 adopted the "Municipal Annexation Act," Article 970x, Revised Civil Statutes of Texas, (now TEX. LOC. GOVT CODE ANN. § 42.044) which provides for the creation of Industrial Districts within the extraterritorial jurisdiction of cities; and WHEREAS, pursuant to such Municipal Annexation Act and in the interest of further cooperation with industry and the economic enhancement of Baytown, the City of Baytown enacted Ordinance No. 899, dated die 26" day of October, 1967, designating a part of its extraterritorial jurisdiction as an Industrial District known as Baytown Industrial District No. 3; and WHEREAS, the City Council desires that all of I•IL&P's Baytown Plant and facilities as described in Appendix A, be included in the Baytown Industrial District No. 3; and further desires to enter into this contractual agreement with HL&P, for this purpose; and WHEREAS, HL &P's Baytown Plant includes both real and personal property within the corporate limits or extraterritorial jurisdiction of the City used in its generating facilities, and includes any office facilities used in direct support of these operations and either situated contiguous thereto or separated by public roads; NOW THEREFORE, In consideration of tltc promises and of the mutual covenants and agreements herein ® contained, it is agreed by and between the Company and the City of Baylowtt as follows: Indusvial District Agreement Pitge 2 1. The findings container) in the preamble hereof are declared to be true and correct and are hereby adopted. 2. The City of Baytown hereby agrees that all of the land and improvements thereon owned, used, occupied, leased, rented or possessed by the Company within the area designated as Baytown Industrial District No. 3 by Ordinance No. 699 and amendments thereto shall continue its extraterritorial status as an Industrial District and shall not be annexed by the City of Baytown nor shall the City attempt to annex, or in any way cause or permit to be annexed any of such property during the term of this Agreement, except for such parts of Company's property as may be necessary to annex in order to annex property owned by third parties within the Industrial District that the City may decide to annex. The City further agrees, promises and guarantees that during the term of this Agreement the City of Baytown shall not apply or purport to apply any ordinance, rule or regulation to either the Industrial District area described in Appendix A or certain portions of HL &Vs Baytown Plant and facilities wlvch have been annexed by the City of Baytown, which areas, both annexed and otherwise, are jointly described in the map attached as Appendix B, except as relating to noise, vibration, drainage or flood control, and pollution performance standards as hereinafter provided. Specifically, but without limitation, the City agrees, promises and guarantees that it will not extend to the property described by Appendix A any ordinance, rule or regulation (a) governing plats and the subdivision of land; (b) prescribing any zoning, building, electrical, plumbing or inspection code or codes; and (c) attempting to exercise in any manner whatsoever control over the conduct of the Company's business thereof. The Company shall not be required to obtain building permits for construction of structures, other than those structures that enclose a space used for sheltering any Group A, B, E, F,1, M, n, and S occupancies, as defined in the Southern Standard Building Code and that are located on the annexed property within the area described by Appendix D, but the Company does agree that any structure built within the area described by Appendix A shall be built in accordance with the latest edition of the Southern Standard Building Code. The City further agrees that during the term of this Agreement it will not levy or purport to levy ad valorem taxes against any real or personal property owned, used, occupied, leased, rented, or possessed by the Company within the Industrial District. 3. Tt is further agreed that during the term of this Agreement the City of Baytown shall not be required to furnish municipal services to the Company's Baytown Plant, which are located within the Industrial District or the annexed areas noted in Appendix B, ordinarily and customarily supplied by the City to property owners within its boundaries, except as provided by mutual agreement. Specifically, but without limitation, it is agreed that the City of Baytown shall not be required to Furnish (l) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5) garbage pickup service. . ® 4. The Company and the City of Baytown recognize that in the past the Company has paid to the City a share of the needed revenue for operating the City and providing,scrvices for its residents. It is further recognized that during the next succeeding seven years the City of Baytown will experience population growth as a result of industrial expansion which will necessitate increased revenue to provide expanded services and facilities. in view of this increased need for revenue, • industrial Distrid Agreement l'agc 3 beginning in 1998, the Company agrees to pay the City of Baytown an Industrial District payment on or before December 31st of cacti year during the terTn of this Agreement, such payment to be calculated on the basis of the below stated formula: A. In applying the below stated formula, the following definitions shall apply- 1) Full Value Payment: The fair market value as determined by the City, of all of the Company's Baytown Plant within the corporate limits or extraterritorial jurisdiction of the City, multiplied by the property tax rate per $100.00 of assessed valuation adopted by the City Counci I for the City of Baytown for financing the fiscal year in which such December due date falls, And multiplied by the applicable industrial payment rate as detailed below. U T14N� ITI-1„ W.. U LV:L"R T 4 1998 .48 1999 .50 2000 .50 2001 .50 2002 .50 2003 .50 2004 .50 2) Tax Payment: The amount paid by the Company to the City of Baytown as ad valorem taxes on that portion of the Company's Baytown Plant within the City limits. The tax payment shall be based on the value determined by the Hams County Appraisal District or such other appraisal district as may succeed the Harris County Appraisal District in assessing property for the City. 3) Industrial District Payment: Amount paid by the Company in lieu of taxes pursuant to this Agreement, which amount shall not include the tax payment paid by the Company. B. The Company's Industrial District Payment shall be calculated each year in the following manner using then above definitions: ® Full Value Payment - Tax Payment Industrial District Payment • • Industrial District Agreement Pztgc 4 C. The appraised value for tax purposes of the annexed portion of land, improvements, and tangible personal property shall be determined by the Harris County Appraisal District. The parties hereto recognize that said District is not required to appraise the land, improvements, and tangible personal property in then unannexed area for the purpose of computing the Industrial payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Company's Baytown Plant in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Industrial District payment in the manner described above, the City may choose to use an appraisal of the Harris County Appraisal District, or an appraisal conducted by the City of Baytown, and/or an independent appraiser of the City's selection, and at the City's expense. This value shall be used in determining the full value payment described above. Nothing contained herein shall ever be construed as in derogation of the authority of the Harris County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. D. It is agreed by the parties that the City has the power to and shall create an Industrial District Review Board which shall c, r out the duties designated to it in this Agreement. E. If any disagreement arises between the Company and Harris County Appraisal District that results in a delay in the determination of Company's fair market value, the Company shall pay to the City of Baytown on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the fair market value of the Company. Adjustments to this amount shall be made within thirty (30) days of the resolution of the disatrreernent. 5. Furthermore, the City hereby agrees that for all new construction of the Company, which is located within industrial District No. 3 with value greater than $20 million, the industrial district payment shall be calculated, subject to the limitations provided herein, as the fair market value, as determined by the City of each new construction project multiplied by the property tax rate per $100.00 of assessed valuation adopted by the City Council of the City of Baytown for financing the fiscal year in which such December due date falls, and multiplied by the applicable new construction industrial district payment rate as detailed below. Such computation shall yield a product which, for purposes of this agretment, shall be referred to as the "new construction industrial district payment." WEAR OFi.V — WALTION1OF4i WQUALTF►XI Gt `E k-._ ONSTRUCT1OVr, t`TNDU ISTRIG -T r y �� y f �%CONS'RLICTO7S�,ME i iJ�Fi L � I J�\C� A NOF i.fv .,,�, j- 1 0% Industrial District Asreecnenl Pugc 5 `` EA�t O 10 y" 04F VaQUgnziNG' nrra, KtR' to -a»raq.- .�b�r, i'Y�,COStTRUG IOiyPA�'1v1iLV EWiCONS�RUC�ONY;,: fINAUST D16TRi�C y� +.- r�.�twt�.++F �..'a 'dti ?, C �W e.��.....s.�.. 2 0% 3 20% 4 30% 5 40% 6 and 7 50% Such new construction industrial district payment rate shall apply only to qualified, new construction and then only to the extent that the value of the Company's Baytown Plant located in Industrial District No. 3, exclusive of such qualified, new construction, equals or exceeds the market value of the Company's entire facility as of January 1 of the year immediately preceding the year in which this Agreement becomes cffectivc. If, however, in any year the market value of the Company's property is less than such amount, then value of the new construction shall be added to the market value, and if such stun equals or exceeds the market value of the Company's entire facility as of January l of the year immediately preceding the year in which this Agreement becomes effective, the value in excess of such amount shall be a factor in computing the new construction industrial district payment. This new construction industrial district payment shall first become effective as of January 1, immediately following the date of the start of construction if such construction qualifies as "new construction," as hereinafter defined, upon the earlier of the final completion of the new construction or the expiration of two years from the date of the notice of the start of construction. The City may allow, in its sole discretion, an extension of time to the Company in the event of unavoidable circumstances or a force majeure that causes a delay to the Company in completing construction, but nothing contained herein shall obligate the City to grant such an extension. For purposes of determining whether new construction is qualified for the new construction industrial district payment calculation, the City shall verify that the fair market value of the new construction alter the expiration of two (2) years from the effective date of the new construction industrial district payment computation, equals or exceeds $20 million dollars. Thus, if after the two year period, the fair market value ofthe new construction is less than $20 million, the difference between the amount that would have been paid pursuant to the industrial district payment calculation and the amount actually paid pursuant to the new construction industrial district payment shall be recaptured by the City and Shall be paid within sixty (60) days after written notice of the non - qualification of the new construction for the new construction industrial district payment computation by 'die City or its designee to the Company. In no case, shall the period to which the new construction industrial district computation applies, inclusive of construction and completion, extend beyond the term of this agreement. • Industrial District Agreement Pagc 6 The term "new construction" as used in this paragraph shall mean permanent buildings and structures, fixed machinery, fixed equipment and process units, site improvements and that office space and related fixed improvements necessary to the operation and administration of the Company, all of which commence subsequent to the effective date of this Agreement and whose value will exceed $20 million. "New construction" shall not include land, inventories, supplies, tools, furnishings and other forms of movable personal property, vehicles, vessels, aircraft, housing, hotel accommodations, deferred maintenance investments, property to be rented or leased, any improvements, including, but not limited to, those which produce, store, or distribute natural gas, fluids, or gases which are not integral to the operation of the facility, property that has an expected useful life of less than fifteen (15) years, or any property owned or used by the State of Texas or its political subdivisions or any organization owned, operated or directed by a political subdivision of the State of Texas. Throughout the term of this Agreement, all new construction shall be valued separately and included in the aforementioned industrial district payment only to the extent that the value of the new construction is not subject to the new construction industrial payment district computation. In the event that the Company allows all or any part of its new construction industrial district payment to become delinquent, this portion of the Agreement, dealing specifically with new construction, shall be null and void; and all payments previously reduced by virtue of this section (i.e., the difference between the industrial district payment and the new construction industrial district payment) shall be recaptured and paid within sixty (60) days of the delinquency date. The Owner shall send written notice to the City of the date of the start of construction on or before thirty (30) days after project approval by the Company; provided, that if any project approval by the Company occurred prior to the effective date of this agreement in the year in which this contract is executed, such notice shall be due on or before thirty days (30) after the execution of this agreement. Such notice shall include a description of the project along with a verified statement of an officer of the Company, who has the authority to bind the Company, that the project qualifies as new construction as defined herein and should be subject to the new construction industrial district payment. The Company ag=s that the failure to provide the City with this notice prior to the start of construction shall constitute a waiver of any right or privilege to calculate the amount due to the City based on the new construction industrial district payment rate and that such new construction shall be factored into the full industrial district payment as described in Section 4 of this Agreement. 6. Determination of City and Industrial District fair market values, in the above stated manner, shall be made by the City of Baytown and approved by the Industrial District Review Board. Such final fair market value as approved by the Industrial District Review Board shall be final and binding unless either party within thirty (30) days after receipt of the Board's determination petitions for a ® Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section 7 hereof Industrial District Agreement 1'agc 7 In determining the fair market value of property and improvements as used herein, the Industrial District Review Board shall base its determination on the fair market value as defined in article 4(c) herein, giving due consideration to comparable present day facilities considering and giving effect to sound engineering valuation practices relative to service life, life expectancy, process and functional obsolescence. 7. if any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes in which the Plaintiff must establish by a preponderance of the evidence the correct interpretation of valuation. Pending final determination of said controversy, the Company shall pay to die City of Baytown on the due; date the same amount winch was paid to the City for the last preeeding"period as to which there w-as no controversy concerning the amount owed by the Company to the City. The Company agrees to tender the amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. 8. All payments to the City of Baytown provided herein shall be made to the City at the City Hall in Baytown, Texas. if any payment is not made on or before the due date, the same penalties, interest, attorneys' fees and costs of collection shall be recoverable by the City as would be collectible in the case of delinquent ad valorem taxes; provided, however, that this sentence shall not apply to any payment which may be found to have been deficient as the result of proceedings provided for in Section 5 hereof The City shall have a lien upon the Company's property upon any delinquency in Industrial District payment. 9. If any other municipality attempts to annex any land or property owned, used, occupied, leased, rented or possessed by the Company within the area designated as Baytown Industrial District No. 3 or if the creation of any new municipality should be attempted so as to include within its limits such land or property, the City of Baytown shall, with the cooperation of the Company, seek injunctive relief against any such annexation or incorporation, and shall take such other legal steps as may be necessary or advisable under the circumstances. The cost of such legal steps, including attorneys' fees (other than the City Attorney) retained by mutual agreement of the parties, sliall be paid by the Company. Should the City refuse or fail to comply with its obligations under this paragraph, the Company shall have the right to seek such legal or equitable relief as it deems necessary or advisable in its own name or in the name of the City and, if necessary, the Company may join the City as a party to such legal action. If the City and the Company are unsuccessful in preventing any such attempted annexation ® or incorporation, the Company shall have the right to terminate this Agreement as to any property so annexed or incorporated retroactive to the effective date of such annexation or incorporation, or the Company may continue this Agreement in full force and effect; provided, however, that die Company's right to terminate this Agreement must be exercised within thirty (30) days after Judgment upholding such annexation or incorporation becomes final beyond furthc-r appeal. If any Industrial District A6TcMerit Page 8 payment is made by the Company to the City of Baytown alter the effective date of such annexation or incorporation and if the Company elects to terminate this Agreement as above provided, then as to such property so annexed or incorporated such payment shall be refunded by the City to the Company. 10. The City of Baytown and the Company mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in the Baytown Industrial District No. 3, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Company and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and madr; applicable to portions of the City adjacent to the Company's Baytown Plant shall also be applicable to the plant within the Industrial District. The Company further agrees to abide by the hales and regulations and the permits issued to it by the Environmental Protection Agency, the Texas Natural Resource Conservation Commission, and any other governmental agency having legal authority in these matters. In this connection, it is recognized between the parties that these agencies are charged with the responsibility for enforcing air and water quality standards, and it is agreed that so long as the Environmental Protection Agency, the Texas Natural Resource Con5ervation Commission, the Texas Air Control Hoard, and other related agencies are charged with such responsibility, nothing contained herein shall be construed to impose upon tlhe City of Baytown any responsibility, authority or right, by termination of this Agreement or otherwise to enforce any standards relative to air and water quality as are established by law, rule, regulation or permit. It is also agreed that no violation of any standards or criteria adopted by the City shall be a reason for termination of this Agreement. 11, This Agreement shall be for a term of seven (7) years from the date this instrument is executed and for such additional period or periods of time as provided by the Texas Municipal Annexation Act and mutually agreed upon the parties hereto. 12. The benefits accruing to the Company under this Agreement shall also extend to the Company's "affiliates" and to any properties owned or acquired by said affiliates within the area encompassed by Industrial District No. 3, and where reference is made herein to land, property and improvements owned by the Company, that shall also include land, property and improvements owned by its affiliates. The "affiliates" as used herein shall mean all companies with respect to which the Company directly or indirectly through one or more intermediaries at the time in question, owns or has the power to exercise the control over fifty (50 %) percent or more of the stock having the right to vote for the election of directors. ® 13. It is agreed by the parties to this Agreement that only full, complete and faithful performance of die terms hereof shall satisfy the rights and obligations assumed by the parties and that, therefore, in addition to any action at law for damages which either party may have, the Company may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of, or in conflict with, the terms of this Agreement and may obtain such other equitable relief, including specific 0 Industrial District Agreement Qngc 9 performance of the Agreement, as is necessary to enforce its rights. it is further agreed that should this Agreement be breached by the Company, the City shall be entitled, in addition to any action at law for damages, to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights. However, nothing contained herein shall be construed to give the City any right to terminate this Agreement on the basis of the Company's violation of any standard or criteria relative to air emissions, water effluents, noise, vibration, or toxic levels, or drainage: and flood control established by any law, ordinance, rule, regulation or permit. 14. In the event the terms and conditions of this Contract are rendered ineffective or their effect changed by the Constitution, any Legislative changes, or any interpretation of the Texas Property Tax Code by the State Tax Assessment Board, both parties mutually agree that said Contract shall be renegotiated to accomplish the intent of this Agreement. 15. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Company and its affiliates as defined in Section 12 and the City only. 16. This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. 17. If the Company conveys all or any part of the property covered under this Agreement, the Company shall thereupon cease to be obligated with respect to the property so conveyed, if the grantee thereof assumes in writing the obligations hereof with respect to such property so conveyed; provided, however, that no such conveyance shall be binding on the City (i) until such time as the City shall have been furnished with a copy of the instrument whereby the grantee assumed such obligations and (ii) such assumption and the form thereof is approved in writing by the City. 18. Failure of either party hereto to insist on the strict performance of any of the, agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate rernedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. 19. This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 20. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. 0 0 Industrin] District Agrccmcnt 1'agc I o L- XTCUTED IN DUPLTCATE ORIGINALS this thc140—day of August, 1998. HOUSTON LIGI-ITJNG AND POWER COMPANY it Printed Name ATTEST: f /ASST SECRETARY CITY OF BAYTOWN PETE- C. ALFARO, Mayor ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: ® IGNACIO RAMIREZ, SR., City Attomey c:L•11t104XLcg -atI1DAUI1.&P1 tL&-PFunn -ID& FIRM Q Z w CL C7 AL E E; U 0 ¢U; ¢ Q Q m Q tp t` o] Q tD I r] to t- a) 1,- ui b h [D ~ 'C Q CD I -f C") N N Kr 0 co CD co N to d LL lL LL I LL lL LL LL 004' 0 0 OO =3 > > > a 000 O O 00 O w n 4 Q O O O O t? 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