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Ordinance No. 10,086ORDINANCE NO. 10,086 • AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A STRATEGIC PARTNERSHIP AGREEMENT WITH LAKE MUNICIPAL UTILITY DISTRICT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, Section 43.0751 of the Texas Local Government Code (the "Act ") authorizes the City of Baytown and certain utility districts, including Lake Municipal Utility District (the "District "), to negotiate and enter into a strategic partnership agreement by mutual consent; and WHEREAS, this Agreement provides for the annexation of a tract of land in the District, as more specifically described in Exhibit "A," by the City for the limited purposes of applying certain of the City's ordinances to such tract; and WHEREAS, as required by the Act, the City held public hearings on May 26, 2005, and June 23, 2005, at City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520, and the District held public hearings on April 21, 2005, at 600 Jefferson, Suite 780, Houston, Texas, and May 5, 2005, at 7507 Shoshone Drive, Baytown, Texas, at which members of the public were given the opportunity to present testimony or evidence regarding the proposed Agreement, and the City and the District made copies of the proposed Agreement available, and gave notice of the hearings prior to the public hearings in accordance with the Act; and WHEREAS, the District has been adopted by its governing body on May 5, 2005; and BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section I: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Strategic Partnership Agreement with Lake Municipal Utility District. 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 23rd day of June, 2005. CALVIN MUNDINGER, Mayo ATTEST: fl GAP YG.r,'v. SMITH, City Clerk APPROVED AS TO FORM: 0 e,� ACIO RAMIREZ, SR., City t rney RAKaren \Files \Ciiy Counci1\0rdinances\2005\Junc 23 \LakcMUDSPA.doc • STRATEGIC PARTNERSHIP AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND T,AKF MUNICIPAL UTILITY DISTRICT THE STATE OF TEXAS § COUNTY OF HARRIS § This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement'D is made and entered into as of the Effective Date by and between the CITY OF BAYTOWN, TEXAS, a municipal corporation situated in Harris and Chambers Counties, Texas, acting by and through its governing body, the City Council of the City of Baytown, Texas (the "City"), and LAKE MUNICIPAL UTILITY DISTRICT (the "District'D, a conservation and reclamation district created pursuant to Article XVI, Section 59, Texas Constitution and operating pursuant to. Chapters 49 and 54, Texas Water Code. RECITALS WHEREAS, Texas Local Government Code, §43.0751 (the "Act ") authorizes the City and certain utility districts to negotiate and enter into a strategic partnership agreement by mutual consent, and the City and the District wish to enter into such an agreement; and WHEREAS, this Agreement provides for the annexation of a tract of land in the District, as specifically described in Exhibit "A ", by the City for the limited purposes of applying certain of the City's ordinances to the Tract; and WHEREAS, as required by the Act, the City held public hearings on 20. and 20__, at City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas, 77520, and the District held public hearings on April 21 200_x• and May 5 2(D_5 at Baytown-, Texas, at which members of the public were given the opportunity to present testimony or evidence regarding the proposed Agreement, and the City and the District made copies of the proposed Agreement available, and gave notice of the hearings prior to the public hearings in accordance with the terms of the Act; and WHEREAS, the City and the District wish to enter into a strategic partnership agreement to provide the terms and conditions under which services will be provided by the City and the District and under which the District will continue to exist for an extended period of time after the Tract is annexed for limited purposes; 600 Jefferson, Suite 780 Houston, Texas and 7507 Shoshone Drive, Baytown, Texas, respectively Strate ,Mc Partnership Agreement, Page 1 EXMff A NOW, THEREFORE, THE PARTIES CONTRACT AND AGREE AS FOLLOWS: ARTICLE L FINDINGS The City and the District hereby find and declare: 1. The Act authorizes the City and the District to enter into this Agreement to define the terms and conditions under which services will be provided to the District and under which the District will continue to exist after the Tract is annexed for limited purposes pursuant to this Agreement; 2. This Agreement does not require the District to provide revenue to the City solely for the purpose of an agreement with the City to forgo annexation of the District; 3. This Agreement provides benefits to the City and the District, including revenue, services, and/or regulations which are reasonable and equitable with regard to the benefits provided to the other Party; 4. All the terms and conditions contained in this Agreement are lawful and appropriate to provide for the provision of municipal services; and 5. The City and the District negotiated this Agreement by mutual consent; the terms and conditions of the Agreement are not a result of the City's Annexation Plan 'or any arbitration between the City and the District. ARTICLE II. DEFINITIONS Unless the context requires otherwise, and in addition to the terms defined above, the following terms and phrases used in this Agreement shall have, solely for the purposes of this Agreement, the meanings set out below: "Act" means Texas Local Government Code, §43.0751 (Vernon Supp..2002) and any amendments thereto. "Agreement" means this strategic partnership agreement by and between the City and the District. "Applicable Ordinances" shall include the following chapters, articles and/or sections of the Code of Ordinances, Baytown, Texas, along with all amendments thereto: ➢ Chapter 4 "Adult Commercial Establishments," ➢ Chapter 42 "Health and Sanitation," ➢ Chapter 82 "Secondhand Goods," Article 111 "Junk and Automotive Wrecking is and Salvage, Strateeic Partnership AuccmeM Page 2 ➢ Chapter 118 "Signs," Article III "Regulations," Division 4 "Location," Subdivision N "Off- Premise Signs" along with all other provisions regulating Off- Premise Signs, and ➢ Chapter 130 Zoning." "Board" means the Board of Directors of the District. "City" means the City of Baytown, Texas, a municipal corporation situated in Hams and Chambers Counties, Texas. "City Charter" means the Charter of the City and any amendments thereto. "City Code" means the .Code of Ordinances of the City and any amendments thereto. "City Council" means the City Council of the City or any successor governing body. "City Manager" means the City Manager of the City or his designee. "Comptroller" means the Comptroller of Public Accounts of the State of Texas. "Consent Resolution means resolutions, including all attachments and exhibits passed by the City Council consenting to the creation of and inclusion of land in the District. "District" means Lake Municipal Utility District, a conservation and reclamation'district created, pursuant to Article XVI, Section 59, Texas Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code. "Effective Date" means the date the City Manager signs this Agreement. "Government Code" means the Texas Government Code and any amendments thereto. "Implementation Date means the date the limited - purpose annexation ordinance is passed by City Council pursuant to Section 3.01. "Landowner" means a person that owns real property in the District. "Local Government Code" means the Texas Local Government Code and any amendments thereto. "Party" or "Parties" means a party or the parties to this Agreement, being the City and the District. "Resident" means a person that resides in the District. "Sales and Use Tax" means the sales and use tax authorized to be imposed within the corporate limits of the City lying within Hams County, including, but not limited to, the sales Strategic Partnership Agreement, Page 3 and use tax authorized to be imposed by Chapters 321 and 327 of the Tax Code, as well as those imposed by any other district or entity which may be subsequently created which imposes a sales and use tax within the corporate limits of the City lying within Harris County. "Tax Code" means the Texas Tax Code and any amendments thereto. "Tract" means the property within the boundaries of the District described in Exhibit "A" to this Agreement. ARTICLE III. LIMITED - PURPOSE ANNEXATION Section 3.01. Generally As soon as practicable following the approval of this Agreement by City Council, as authorized by the Act, the City shall annex the Tract for the limited purposes of applying the Applicable Ordinances within the Tract. The Applicable Ordinances will be. applicable to and enforceable in the Tract upon the date of limited- purpose annexation. Section 3.02. Property Taxes and District Liability for Debts of the City During the term of this Agreement, except as provided in Article IV, ad valorem taxes levied by the City will not be levied on taxable property within the Tract. Section 3.03. Municipal Court's Jurisdiction Upon the limited - purpose annexation of the Tract, the City's municipal court shall have jurisdiction to adjudicate cases filed under the Applicable Ordinances arising from actions occurring within the Tract. Section 3.04. Powers and Functions Retained by the District Except as limited by the Consent Resolution, the District is authorized to exercise all powers and functions of a municipal utility district provided by existing law or any amendments or additions thereto. The District's assets, liabilities, indebtedness, and obligations will remain the responsibility of the District during the period preceding any full- purpose annexation. Disposition or acquisition of additional assets, liabilities, indebtedness, and obligations will be governed by the Consent Resolution. ARTICLE IV. SALES AND USE TAX AGREEMENT Section 4.01. Imposition of the Sales and Use Tax The City and any special district or entity hereinafter created by the City having within its boundaries the corporate limits of the City lying within Harris County shall impose a Sales and Use Tax within the Tract upon the limited - purpose annexation of the Tract and upon the Strateeic Partnership Agreement, Page 4 ® imposition of any Sales and Use Tax hereinafter adopted. The Sales and Use Tax shall be imposed on the receipts from the sale and use at retail of taxable items at the same rate as such tax is imposed on the receipts from the sale and use at retail of taxable items within the corporate limits of the City lying within Harris County. The Sales and Use Tax shall take effect on the date described in Tax Code §321.102. is Section 4.03. Notification of Comptroller The City shall send notice of this Agreement and the limited - purpose annexation of the District to the Comptroller within three days of the Implementation Date in the manner provided by Tax Code §321.102. The City shall send to the District a copy of any notice from the Comptroller delaying the effectiveness of the Sales and Use Tax in the Tract. ARTICLE V. SERVICES PROVIDED BY THE DISTRICT Section 5.01 Water, Sewer and Drainage Services. The District shall continue to develop, to own, and to operate and maintain a water, wastewater, and drainage system in the District and the Tract. Further, the District shall take one or a combination of the following actions for 'the benefit of the District, its Landowners and Residents: L Accelerate the development of the water, wastewater and drainage system in the District (including the Tract) as necessary to encourage private investment in new construction in the District; 2. Accelerate reimbursements to developers for eligible infrastructure development .to encourage such development in the District; 3. Lower the overall property tax rate of the Landowners to encourage additional . investment and development within the District; 4. Perform other District functions that might otherwise be diminished, curtailed, abbreviated or delayed by financial limitations. The District agrees to operate and maintain water, wastewater, and drainage service at the same level as the District has operated and maintained them before the Implementation Date; provided that upon development of the Tract, the District shall provide a uniform level of services in the Tract as in other developed areas within the District. The City may periodically inspect the District's water, wastewater, and drainage facilities. Strategic Partnersbip Agreement Page 5 i ARTICLE VI. SERVICES PROVIDED BY THE CITY • Section 6.01. Enforcement of Applicable Ordinances The City shall apply and enforce the City's Applicable Ordinances within the Tract as more particularly provided in Section 3.01 of this Agreement. . Section 6.02. No Further Services The Parties expressly understand and agree that the City will only provide those services listed in Section 6.01 during the term of this Agreement. The City shall have no obligation to provide or extend any City municipal services not expressly agreed to herein. + ARTICLE VII. FULL - PURPOSE ANNEXATION Section 7.01. No Full Purpose Annexation During Term of Agreement The City agrees that it will not annex all or part of the District or commence any action to annex all or part of the District for full purposes during the term of this Agreement, except by mutual agreement of the Parties. Section 7.02. Full Purpose Annexation Option at Termination of Agreement On or before the third month prior to the expiration of the term or any extended term hereof, the City Manager shall evaluate whether the City should negotiate a new strategic partnership agreement with the District, annex the District for full purposes upon the termination of this Agreement, or allow this Agreement to expire. The City Manager shall make a recommendation to the City Council regarding the negotiation of a new strategic partnership agreement, the full- purpose annexation of the District, or the expiration of this Agreement. If the City Manager recommends that the City negotiate a new strategic partnership agreement or annex the District and the City Council approves such recommendation, the City shall begin proceedings to enter into a new strategic partnership agreement or to annex the District for full purposes at the end of the term of this Agreement as applicable. If the City Manager recommends that the City neither negotiate a new strategic partnership agreement not annex the District for full purposes, and the City Council agrees or if the City Council rejects the City Manager's recommendation to negotiate a new strategic partnership agreement or to annex the District for full purposes, the City may begin proceedings to disannex the Tract for limited purposes if authorized under the applicable provision of the Local Government Code. If the City decides to disannex the Tract, the City may institute proceedings to accomplish such disannexation to be effective upon the termination of this Agreement. Strategic Partnership Agreement, Page 6 ARTICLE VIII. BREACH, NOTICE AND REMEDIES 8.01. Notice of District's Default A. The City shall notify the District in writing of an alleged failure by the District to comply with a provision of this Agreement, describing the alleged failure with reasonable particularity. The District shall, within 30 days after receipt of the notice or a longer period of time as the City may specify in the notice, either cure the alleged failure or, in a written response to the City, either present facts and arguments in refutation .or excuse of the alleged failure or, state that the alleged failure will be cured and set forth the method and time schedule for accomplishing the cure. B. The .City shall determine (i) whether a failure to comply with a provision has occurred; (ii)'whether the failure is excusable; and (iii) whether the failure has been cured or will be cured by the District. The District shall make available to the City, if requested, any records, documents or other information necessary to make the determination. C. If the City determines that the failure has not occurred, or that •the failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, or that the failure is excusable, the determination shall conclude the investigation. D. If the City detennines that a failure to comply with a provision has occurred and that the failure is not excusable and has not been or will not be cured by the District in a manner and in accordance with a schedule reasonably satisfactory to the City, then the City may exercise.the applicable remedy under Section 8.03(A). Section 8.02. Notice of City's Default A. The District shall notify the City Manager in writing specifying any alleged failure by the City to comply with a provision of this Agreement, describing the alleged failure with reasonable particularity: The City shall, within 30 days after receipt of the notice or the longer period of time as the District may specify in the notice, either cure the alleged failure or, in a written response to the District, either present facts and arguments in refutation or excuse of the alleged failure or state that the alleged failure will be cured and set forth the method and time schedule for accomplishing the cure. B. The District shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether the failure is excusable; and (iii) whether the failure has been cured or will be cured by the City. The City shall make available to the District, if requested, any records, documents or other information necessary to make the determination. C. If the District determines that the failure has not occurred, or that the failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the District, or that the failure is excusable, the determination shall conclude the investigation. Strategic partnership Agreement, Page 7 D. If the District determines that a failure to comply with a provision has occurred and that the failure is not excusable and has not been or will not be cured by the City in a manner and in accordance with a schedule reasonably satisfactory to the District, then the District may exercise the applicable remedy under Section 8.03(B). Section 8.03. Remedies A. If the City determines that the District has committed a breach of this Agreement, the City may, and the District explicitly recognizes the City's right to, terminate service under this Agreement and to seek all remedies at law or in equity necessary to enforce the provision(s) violated. Termination of service pursuant to this article shall not limit the City's remedies at law or in equity. B. If the District determines that the City has committed a breach of this Agreement, the District may file suit in a court of competent jurisdiction in Harris County, Texas, and seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act in addition to the monetary awards as may be appropriate. ARTICLE IX. BINDING AGREEMENT, TERM, AND AMENDMENT Section 9.01. Beneficiaries This Agreement binds and inures to the benefit of the Parties, their successors and assigns, as well as special districts created by the City and imposing a sales and use tax within that portion of the City lying within Harris County. The District shall record this Agreement with the County Clerk in Official Records of Harris County, Texas. This Agreement binds each owner and each future owner of land included within the Tract in accordance with Subsection (c) of the Act. Section 9.02. Term This Agreement commences and binds the Parties on the Effective ,Date and, continues until , 2025, unless earlier terminated. This Agreement shall be automatically extended for additional five (5) year terms unless either party gives written notice of termination three months prior to the date of any such automatic extension. However, both parties expressly understand and agree that should any portion of the property involved in this Agreement become annexed by the City of Baytown for full purposes, this Agreement may terminate with respect to such area at the sole option of the City. Section 9.03. Amendment The Parties by mutual consent may amend the terms and conditions of this Agreement at any time. Strategic Partnership Agreement Page 8 ARTICLE X. MISCELLANEOUS PROVISIONS Section 10.01.Force Majeure. In the event any party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, ii is agreed that on such party's giving notice and full particulars of such force majeure in writing or by telegraph to the other party as soon as possible after the occurrence of the cause relied upon, then the obligations of the party giving such notice, to the extent it is affected by force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance- of any inability but for no longer period. Such cause shall as far,as possible be remedied with all reasonable dispatch. The term "force majeure" as used herein, shall include, but not be limited to acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, war, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrests and restraints of governments and people, explosions, breakage or damage to machines or pipelines and any other inabilities of either party, whether similar to those enumerated or otherwise and not within the control of the parties claiming such inability, which by the exercise of due diligence and care such party could not have avoided. It. is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulties, and the above - referenced requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to demands of the opposing party when such course is inadvisable in the discretion of the party having the difficulty. Section 10.02. Approval. Whenever this Agreement requires or permits approval or consent to be hereinafter given by any party, such approval or consent shall not be unreasonably withheld. Such approval or consent on behalf of a party shall be evidenced by an ordinance or resolution adopted by the governing body of the party, or by an appropriate certificate executed by a person, firm or entity previously authorized to determined and give such approval or consent on behalf of the party pursuant to an ordinance or resolution adopted by the governing body, unless stated otherwise herein. Section 10.03. Notice Any formal notices or other communications ( "Notice ") required to be given by one Party to another by this Agreement shall be given in writing addressed to the Party to be notified at the address set forth below for such Party, (i) by delivering the same in person, (ii) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified, (iii) by depositing the same with Federal Srrateeic Parmershi Ageement Paee 9 Express or another nationally recognized - courier service guaranteeing "next day delivery," addressed to the Party to be notified, or (iv) by sending the same by telefax with confirming copy sent by mail. Notice deposited in the United States mail in the manner herein above described shall be deemed effective from and after the date of such deposit. Notice given in any other manner shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: All Notices required or permitted hereunder shall be in writing and shall be served on the Parties at the following address: City: City of Baytown Attn: City Manager P.O. Box 424 Baytown, Texas 77522 District: Lake Municipal Utility District c/o Bacon & Wallace, L.L.P. 600 Jefferson, ,Suite 780 Houston-, Texas 770 Fax: 713/739-0401 The Parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least five days written notice to the other Parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such Saturday, Sunday or legal holiday. Section 10.04. Time Time is of the essence in all things pertaining to the performance of this Agreement. Section 10.05. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in firll force and effect. Section 10.06. Waiver Any failure by a Party hereto to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such Party shall have the right at any time thereafter to insist upon strict ® performance of any and all of the provisions of this Agreement. Strategic ParWeTSMp Agreement Page 10 Section 10.07. Applicable Law and Venue The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of -law principles. Venue shall be in Harris County, Texas. Section 10.08. Reservation of Rights To the (extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and-,immunities under applicable laws. Section 10.09. Further Documents The Parties agree that at any time after execution of this Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Agreement. Section 10.10. Incorporation of Exhibits and Other Documents by Reference All Exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. Section 10.11. Effect of State and Federal Laws Notwithstanding any other provision of this Agreement, the District shall comply with all applicable statutes, rules, regulations, and ordinances of the United States and the State of Texas, Harris County as well as the City , as such statutes, rules, regulations and ordinances now exist or as may be hereinafter amended. Section 10.12. Entire Agreement This Agreement, including the exhibits hereto, contains all the agreements between the parties hereto with respect to the strategic partnership and may not be modified orally or in any other manner other than by an agreement in writing, signed by all the parties hereto or their respective successors in interest. Section 10.13. Headings The headings as to contents or particular articles or sections herein are inserted only for convenience, and they are in no way to be construed as a part of this Agreement or as a limitation on the scope of the particular sections to which they refer. Suateeic Partnership Agreement Page l 1 • Section 10.14. Ambiguities CJ In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 10.15. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the' terms and conditions of this Agreement. It is specifically agreed and understood by the parties hereto, that the Water Supply and Waste Disposal Agreement between the City and the District is hereby superseded by this Agreement and shall have no further force and effect. Section. 10.16. Multiple Originals It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 10.17. Authority for Execution The City hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City Charter and City Ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted by the Board. fN WITNESS WHEREOF, the parties have executed this Agreement in multiple copies, each of which shall be an original, as of the date signed by the City Manager of the City of Baytown. Strategic Partnership Ageement, Page 12 LAKE MUNICIPAL UTILITY DISTRICT By: Signature Printed Name `60A 4 Title ATTEST: a / -eg-n.h 1 II' Printed Name STATE OF TEXAS COUNTY OF HARRIS This ins ent was acknowledged before me this ar day of 20� by �1 (� C�f`tl , as President, and C r�9 (Y1• r Secretary, of Lake Municipal Utility District, a political subdivision f the State of Tex , on behalf of said political subdivision. Paul D. Bacon otary Public in and for the State of Texas bl' Notary r-11 �c (NOTARY SEAL ulu�February State ss Texas My Commissfo�i Eapkres 20,2007_ CITY OF BAYTOWN, TEXAS IM ATTEST: Gary W. Smith, City Clerk APPROVED AS TO FORM: By: 0 Ignacio Ramirez, Sr., City Attorney Strateeic Partners hi Agreement Page 13 Gary Jackson, City Manager • C] STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me this day of , 20_, by Gary Jackson, as City Manager of the City. of Baytown, Texas, a municipal corporation, on behalf of said municipal corporation. Notary Public in and for the State of Texas RAKarenTi)es \Conuacts\Limited Annexation Conti act\ BaytownD,aRS PAR evised040105.doc Strateeic Partners iiv Agreement Page 14 • • Exhibit "A—" Pa-Re SOIO Exhibit A • STATE OF TEXAS) COUNTY OF HARRIS) DESCRIPTION of a 43.8056 acre tract of land situated in the Nathaniel Lynch Survey, Abstract 44, Harris County, Texas, and being all of that certain called 121.047 acre tract of land conveyed by Evans Buick, OLDS, GMC, Inc. to Allen E. Russell, Trustee, by Deed dated October 23, 1980 and record4in County Clerk's File No. G736020 of the Official Public Records of Real Property of Harris County, Texas. This 43.8056 acre tract is more particularly described by the following metes and bounds, to -wit: NOTE: BEARINGS ARE BASED ON DEED BEARINGS AND FOUND INTERSTATE MONUMENTS IN THE NORTH ORIGHT-OF-WAY HERETOFORE MENTIONED HIGHWAY NO. 10 AND THE S CALLED 121.047 ACRE TRACT. REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a' /2 inch iron rod found in the North right -of -way line of said interstate Highway No. 10 (right -of -way width varies, but is 300 feet wide at this point), for the Southwest corner of that certain 3.5528 acre tract of land conveyed by Ben D. Reading to M vv1R Viking Investment Assoc., L.P. by Deed dated August 3, 1999 and recorded in County Clerk's File No. T902702 of the Official Public Records of Real Property.of Harris County, Texas and by Reading Buick,'Inc. to MMR Viking Investment Assoc., L.P. by Deed dated August 4, 1999 and recorded in County Clerk's File No. T902703 of the Official Public Records of Real Property of Harris County, Texas. Said point being the Beginning Point of a Boundary -Line Agreement as recorded in County Clerk's File No. S381673 of the Official Public Records of Real Property of Harris County, Texas and the Southeast corner of the heretofore mentioned called 121.047 acre tract. Said point being the Southeast corner and POINT OF BEGINNING of this tract. THENCE: South 64'56'16" West along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10 and at 847.82 feet pass a concrete right -of -way marker found in said line, in all, a total distance of 1930.10 feet to a concrete right -of -way marker found for the BEGINNING POINT of a curve to the right, concave Northerly. THENCE: Along and around said curve to the right, in a Southwesterly direction, along the North right -of -way line of said Interstate Highway No. 10, the South line of this tract and the South line of said called 121.047 acres; said curve having a radius of 567.95 feet, a central angle of 29 °45'08 ", and a chord bearing and distance of South 79 036'25" West 291.62 feet, for an arc length of 294.92 feet to a concrete right -of -way marker found for the TERMINATION POINT of said curve. THENCE: North 85018'38" West along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10 ® for a distance of 29.61 feet to a concrete right -of -way marker found for the BEGINNING POINT of a curve to the left, concave Southerly. it I It 0 PAGE 2 - 43.8056 ACRES. THENCE: Along and around said curve to the left, in a Northwesterly direction, along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10; said curve having a radius of 582.06 feet, a central angle of 29 °45'30 ", and a chord bearing and distance of South 79 °38'41 West 291.52 feet, for an arc length of 294.82 feet to a concrete right -of -way marker found for the TERMINATION POINT of said curve. THENCE: ' South 64 °55'51" West along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway -No. 10 for a distance of 557.18 feet to a concrete right -of -way marker found for the BEGINNING POINT of a curve to the left, concave Southeastelry. THENCE: Along and around said curve to the left, in a Southwesterly direction, along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10; said curve having a radius of 297.27 feet, a central angle of 29 °15'44 ", and a chord bearing and distance of South 50 004'55 ". West 294.05 feet, for an arc length of 297.27 feet to a concrete right -of -way marker found for the TERMINATION POINT of said curve. THENCE: South 35 °40'07" West along the South line of this tract; the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10 for a distance of 26.98 feet to a concrete right -of -way marker found for the BEGINNING. POINT of a curve to the right, concave Northwesterly. THENCE: Along and around said curve to the right, in a Southwesterly direction, along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10, said curve having a radius'of 592.23 feet, a central angle of 10'08'12", and a chord bearings and distance of South 40044'13" West 104.64 feet, for an arc length of 104.78 feet to a concrete right -of -way marker found for the TERMINATION POINT of said curve. THENCE: South 84 °58'32" West along the South line of this tract, the South line of said called 121.047 acres and the North right -of -way line of said Interstate Highway No. 10 and at 54.09 feet pass a 1/2 inch iron rod, with cap, set for reference, in all, a total distance of 62.65 feet to a point on the East bank of Spring Gully for the Southernmost Southwest comer of this tract and the Southernmost Southwest comer of said called 121.047 acres. THENCE: Along and with the meanders of the Northeast or East bank of said Spring Gully, along the Southwest line of this tract and the Southwest line of said called 121.047 acres as follows; North 16 030'45" West for a distance of 7.12 feet; ® South 83 °16'31" West for a distance of 16.82 feet; North 58 °17'27" West for a distance of 104.79 feet; 0 PAGE 3 — 43.8056 ACRES. North 70 °25'40" West for a distance of 77.39 feet; North 10 °24'34" West for a distance of 27.60 feet; North 43 1140'28" West for a distance of 108.06 feet; North 80 045'50" -West for a distance of 62.74 feet; South 80 °31'47" West for a�distance of 33.72 feet to a point for the Westernmost Northwest corner of this tract and the Westernmost Northwest corner of said called 121.047 acres at the East right -of -way line of the C.I.W.A. Canal as described in Film Code #105 -96 -1373 of the Deed Records of Harris County, Texas. THENCE: North 07 049'01" East along the West line of this tract, the West line of said called 121.047 acres and the East right -of -way Iine of.said C.I.W.A. Canal, for a distance of 86:18 feet to a point for the Northwest comer of this tract. THENCE: North 35 °40'07" East along the North line of this tract for a distance of 143.43 feet to a point for an angle point in said line. Said point being the BEGINNING POINT of a curve to the right, concave Southeasterly. THENCE: Along and around said curve to the right, in a Northeasterly direction, along the North line of this tract, said curve having a radius of 1082.06 feet, a central angle of 29 °15'44 ", and a chord bearing and distance of North 50 008'24" East 546.64 feet; for an arc length of 552.63 feet to a point for the TERMINATION POINT of said curve. - THENCE: North 64 055'51" East along the North line of this tract for a distance of 557.38 feet to a point for an angle point in said line. Said point being the BEGINNING POINT of a curve to the right, concave Southeasterly. THENCE: 'Along and around said curve to the right, in a Easterly direction, along the North line of this tract, said curve having a radius of 1067.64 feet, a central angle of 29 °45'31 ", and a chord bearing and distance of North 79 °41'22" East 548.30 feet, for an arc length of 554.51 feet to a point for the TERMINATION POINT of said curve. THENCE: South 85 °18'38" East along the North line of this tract for a distance of 46.22 feet to a point for an angle point in said line., THENCE: North 64 056'16" East along the North line of this tract for a distance of 2158.12 feet to a point for the Northeast corner of this tract, in the West line of said 3.5528 acres. THENCE: South 02 028'57" East along the East line of this tract, the East line of said called 121.047 acres and the West line of said 3.5528 acres, and along the heretofore mentioned Boundary -Line Agreement for a distance of 541.51 feet to the PLACE OF BEGINNING and containing within these boundaries 43.8056 acres of land. 2524B- l.fdn.doc t: • � � 1 � � � 1 �Z�"�v q1 . inrY ]alb A!f 010Y MOri/iOJU >. T o } 0 ! ► ! g�ca�rmc� t o i , + 'P bZki�aB ' = o •re etn' � i � � m �' ��� �� I i� In v n H 2 in Ws fill e � /v�'"' -$jt 339 t r t: • � � 1 � � � 1 �Z�"�v q1 . inrY ]alb A!f 010Y MOri/iOJU >. T o } 0 ! ► ! g�ca�rmc� t o i , + 'P bZki�aB ' = o •re etn' � i � � m �' ��� �� I i� In v n H 2 in Ws fill e � /v�'"' -$jt 339 L J i b r :ti•,. > > > > > i > > > >> ,q. CM L J i b r :ti•,. > > > > > > > > > > >> r4� v 0' j C r 5 X41 J �� d i o��'' d-. d � mm r� ry L W rQ a d o tli � Q 1