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Ordinance No. 10,946ORDINANCE NO. 10,946 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 (I) A COST-SHARE AGREEMENT WITH SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, FOR THE INSTALLATION OF A TWELVE-INCH WATER LINE AND (II) AN AGREEMENT WITH SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, FOR LIMITED INSPECTION SERVICES FOR THE CONSTRUCTION OF A CHURCH BUILDING AND RELATED APPURTENANCES NEAR THE INTERSECTION OF MO AND NORTH MAIN STREET; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ********************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section I: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a cost-share agreement with Second Baptist Church, City of Baytown, of Harris County, Texas, for the installation of a twelve-inch water line. Said agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute and the City Clerk to attest to an agreement with Second Baptist Church, City of Baytown, of Harris County, Texas, for limited inspection services for the construction of a church building and related appurtenances near the intersection of 1-10 and North Main Street. Said agreement is attached as Exhibit "B" and incorporated herein for all intents and purposes. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vot/^5f the City Council of the City of Baytown this the 121'1 day of August, 2008. STZPHENTTDONCARLOS, Mayor KAYTWIE DARNELL, City Clerk APPROVED AS TO FORM: \\cobsrv]\Ug;il\Karcn\l;iles\City Couiicil\OrclJnanccs\20()8\Augus[ 12\Sci;(iiKl[iaptislCliiirthUpsi/.iiigEi!idliispcxtionSi;iviccsCti]iiriii:ls.doc EXHIBIT A AGREEMENT REGARDING THE PURCHASE AND INSTALLATION OF A TWELVE-INCH WATER LINE THE STATE OF TEXAS § § COUNTY OF HARRIS § This Agreement regarding the Purchase and Installation of a Twelve-inch Water Line (the "Agreement") is made and entered into between the CITY OF BAYTOWN (the "CITY"), whose address for purposes hereof is P.O. Box 424, Baytown, Texas 77522, and SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS,, a Texas non-profit corporation (the "CHURCH"), whose address for purposes hereof is 500 W. James, Baytown, Texas 77520. WITNESSETH: I. 1.1 Easement. Subject to and upon the terms, provisions and conditions hereinafter set forth, the CHURCH does hereby grant, sell, and convey unto CITY, and CITY does hereby accept from the CHURCH, in consideration of the duties, covenants and obligations imposed on each party hcreundcr, a utility casement above, across, and under certain real property located in Harris County, Texas, which is more particularly described in Exhibit "A," which is attached hereto and made a part hereof for all intents and purposes, together with the CHURCH'S rights, title and interest in any improvements located or to be located thereon pursuant to this Agreement ("Easement"). Simultaneously with the execution of this agreement by the CHURCH, the CHURCH shall tender the Easement in the same form as that which is attached as Exhibit "A" to the CITY. 1.2 Lift Station Site. Subject to and upon the terms, provisions and conditions hereinafter set forth, the CHURCH does hereby grant, sell, and convey unto CITY, and CITY does hereby accept from the CHURCH, in consideration of the duties, covenants and obligations imposed on each party hereunder, a fee simple absolute interest in a lift station site located in Harris County, Texas, which shall be conveyed in fee with all general warranties, as more particularly described in Exhibit "B," which is attached hereto and made a part hereof for all intents and purposes, together with the CHURCH'S rights, title and interest in any improvements located or to be located thereon pursuant to this Agreement ("Fee"). Simultaneously with the execution of this agreement by the CHURCH, the CHURCH shall tender the Fee in the same form as that which is attached as Exhibit "B" to the CITY. Purchase and Installation of a Twelve-inch Water Line. Page 1 II. 2.1 CHURCH'S Obligations. In addition to the CHURCH'S obligations elsewhere in this Agreement, the CHURCH shall have the following obligations: (a) The CHURCH agrees that it will at its own cost and expense employ one or more professional engineers to design the extension of the twelve-inch water main near N. Main and I-10 intersection approximately 4,000 feet south to the CHURCH'S property (the "Project"). (b) The CHURCH agrees to comply with all laws, rules or regulations of applicable governmental authorities, in order to make the lines described herein above meet or exceed the quality standards set by such applicable governmental authorities. (c) The CHURCH shall be obligated to submit plans and specifications for the construction of the Project (the "Plans and Specifications") to the City Engineer, for approval, and/or for required revision and approval, by the City Engineer, within ten (10) days after the Effective Date of this Agreement, if it has not already done so at the lime of execution of this agreement. The CHURCH agrees that the plans and specifications shall include the construction and installation of a water line twelve inches (12") in diameter together with related improvements. (d) Simultaneously with the execution of this agreement by the CHURCH, the CHURCH shall deposit with the CITY cash in the amount of SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000.00) as part of its portion of the cost-share of the 12-inch line. The Parties understand and agree that this amount together with the value of the Easement and Fee conveyed herein totals the difference between the cost of installing the City's larger required line size and the cost of installing the minimum size that would be adequate as determined by the City Engineer to serve the CHURCH'S development. This payment together with the conveyances of the Easement and Fee shall be the CHURCH'S sole financial responsibility and/or obligation regarding the construction of the Project. (e) At its own cost and expense, the CHURCH shall repair or replace any damage or injury done to any portion of the Project caused by the CHURCH, its officer agents, employees, invitees or visitors within ten (10) days of the date on which damage or injury occurred. If the City Manager of the City of Baytown (the "City Manager") in his sole discretion, determines that any portion of the Project is not being repaired and/or replaced in accordance with this Agreement, the City Manager shall so notify the CHURCH in writing and require the CHURCH to perform the identified work forthwith and continue diligently therewith until completion. If more than ten days (10) arc required to complete the repair or replacement, then the CITY may, at its option, extend such period. If the condition persists after the expiration often (10) days from the date of the notice or, if applicable, from the expiration of any extension granted, the City Manager may declare the CHURCH in default and terminate this agreement and seek any Purchase and Installation of a Twelve-inch Water Line. Page 2 other appropriate remedy which may be available to the CITY, including, but not limited to, making such repairs or replacements at the CHURCH'S sole cost and expense. It is understood if such repairs or replacements are made by the CITY, the CHURCH agrees to pay the cost thereof to the CITY on demand. 2.2 CITY'S Obligations. In addition to the CITY's obligations elsewhere in this Agreement, the CITY shall have the following obligations; however, such obligations shall not arise until after the CHURCH has paid the sum specified in Section 2.1 .d and has conveyed the Easement and Fee as specified in Sections 1.1 and 1.2, respectively: (a) After the City Engineer's final approval of the plans and specifications submitted by the CHURCH in accordance with Section 2.I.C, the CITY shall be obligated to advertise for bids for the construction of the Project in accordance with all applicable laws. Once a contract is awarded for the Project, the CITY's contractor will begin the construction of the Project in accordance with the approved plans and specifications and continue such construction efforts thereafter in a diligent manner until the Project is completed and accepted by the CITY. (b) Upon request, the CITY shall provide an update on the status of the Project to the CHURCH. (c) After the receipt of the funds by the CITY and the conveyance of the Easement and FEE to the City, the CITY shall pay all costs and expenses of Project construction, including, not by way of limitation, the costs of all materials, labor and electricity used in connection with such construction and all license, permit or inspection fees that may be charged in connection with such work. (d) The legal title to the Project and all appurtenances related thereto shall at all times be vested in the CITY; and the CHURCH shall have no claim thereto. As such, the CHURCH shall have no right or privilege to remove or interfere with any part or portion of the Project. HI. 3.1 Term. Subject to and upon the terms and conditions set forth herein, this Agreement shall continue in force and effect from the Effective Date (as hereafter defined) until the final completion and acceptance of the Project by the CITY. IV. 4.1 Non-Waiver. Failure of the CITY to declare any default immediately upon occurrence thereof, or delay in taking action in connection therewith, shall not waive such default, Purchase and Installation of a Twelve-inch Water Line. Page 3 but the CITY shall have the right to declare any such default at any time and take such action as might be lawful or authorized hercunder, either in law or in equity. 4.2 Default bv CHURCH. The CITY shall have the right to declare CHURCH in default and immediately terminate the Agreement without notice, unless otherwise specified herein, or exercise any other rights or remedies available hcreunder or as a matter of law if CHURCH: (a) Fails to timely pay the amount specified in Section 2.1 .d; (b) Fails to timely convey the Easement and/or Fee; (c) Defaults in the performance of any other obligation imposed upon CHURCH hcreundcr and docs not cure the default within fifteen (15) days (unless another period of time is specified herein) after written notice describing the default in reasonable detail has been given CHURCH or, if the City Manager in his sole discretion, determines that the default cannot reasonably be cured within the fifteen (15) day period, if the CHURCH does not commence curative work within the fifteen (15) day period and prosecute the work to completion with diligence; (d) Institutes proceedings, whether voluntary or otherwise, under the provisions of the Federal Bankruptcy Act or any other federal or state law relating to bankruptcy or insolvency; or (e) Makes any assignment of this Agreement without the written approval of the CITY. Should the CITY terminate this Agreement for cause, the CITY will relieved of its obligations hereunder and the CHURCH shall not be entitled to any repayment or to reversion of any of the properties conveyed pursuant to Sections l.l and 1.2. Additionally, should this Agreement be terminated, the CITY shall be entitled to seek all other relief which may be allowed by law. Any and all defaults declared by the CITY shall be final and binding upon the CHURCH. 4.3 Remedies Cumulative. All rights and remedies of the CITY and/or the CHURCH under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. 4.4 Amendments. This agreement may not be altered, changed or amended, except by an instrument in writing, signed by both parties hereto. 4.5 Release. By this Agreement, the CITY does not consent to litigation or suit, and the CITY hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing contained herein shall be construed in any way so as to waive in whole or part the CITY's sovereign immunity. The CHURCH assumes full responsibility for its obligations Purchase and Installation of a Twelve-inch Water Line. Page 4 under this Agreement performed hcrcunder and hereby releases, relinquishes, discharges, and holds harmless the CITY, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injuiy to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the CHURCH'S work to be performed hcreundcr. This release shall apply with respect to the CHURCH'S work regardless of whether said claims, demands, and causes of action arc covered in whole or in part by insurance. 4.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the CITY and the CHURCH hereby agree that no claim or dispute between the City and the CHURCH arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the CITY is subjected to an arbitration proceeding notwithstanding this provision, the CHURCH consents to be joined in the arbitration proceeding if the CHURCH'S presence is required or requested by the CITY of complete relief to be recorded in the arbitration proceeding. 4.7 Assignment. The CHURCH shall not assign this Agreement without first obtaining the written consent of the CITY. 4.8 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand-delivery, addressed to the respective parties as follows: CITY CityofBaytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 CHURCH SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS Attn: Mark Stafford 500 W.James, Baytown, Texas 77520 4.9 Binding Effect. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the CITY and the CHURCH and their respective successors and assigns. Purchase and Installation of a Twelve-inch Water Line. Page 5 4.10 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to all applicable federal, state and local laws and regulations, and all judicial determinations relative thereto. 4.11 Choice of Law and Venue. This Agreement is declared to be a Texas contract, and all of the terms thereof shall be construed according to the laws of the State of Texas. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 4.12 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 4.13 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which arc not fully expressed herein. 4.14 Duplicate 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. 4.15 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. 4.16 Gender and Number. The pronouns of any gender shall include the other genders, and cither the singular or the plural shall include the other. 4.17 Sevcrability. If any section, subsection, paragraph, sentence, clause, phrase or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. 4.18 Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 4.19 Authority. The officers executing this Agreement on behalf of each party hereby confirm that such officers have full authority to execute this Agreement and to bind the party he/she represents. Purchase and Installation of a Twelve-inch Water Line. Page 6 EXECUTED ON this the day of _, 2008 (the "Effective Date"). CITY OF BAYTOWN By: GARRISON C. BRUMBACK, City Manager ATTEST: KAYTHIE DARNELL, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney EXECUTED ON this the day of. , 2008. SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS By:. TOMMY CLEME lENTS, Senior Pastor STATE OF TEXAS COUNTY OF HARRIS Before me, KfrfeO V\orn^r the undersigned notary public, on this day personally appeared Tommy Clements the Senior Pastor of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, on behalf of such corporation known to me; proved to me on the oath of ; or proved to me through his/her current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this KAREN LHORNER Notary Public.State otTexas Commission Expires May 9,2010 , 2008. Notary Public in and Tor the State of Texas My commission expires: .-S-^) ~ Purchase and Installation of a Twelve-inch Water Line. Page 7 Exhibit "A" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. UTILITY EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § THAT GRANTOR SECOND BAPTIST CHURCH! CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, owner of the below-described real property, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the GRANTEE herein named, the receipt and sufficiency of which is hereby acknowledged and confessed by GRANTOR has GRANTED, SOLD and CONVEYED and by these presents does hereby GRANT, SELL and CONVEY unto the GRANTEE the CITY OF BAYTOWN, a municipal corporation in Harris and Chambers Counties, Texas, a utility easement above, across, and under the real property located in Harris County, Texas, which is more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the "Property11). TO HAVE AND TO HOLD the above-described premises, together with all and singular the rights and appurtenances thereto in any wise belonging, together with the rights of ingress and egress to and from said easement for the purpose of constructing, inspecting, repairing, maintaining and removing utility and drainage lines, structures and other improvements, unto GRANTEE, its successors and assigns forever. GRANTOR agrees to bind itself, its successors and assigns to WARRANT and FOREVER DEFEND, the said property unto the said GRANTEE, CITY OF BAYTOWN, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. Utility Easement. Page J EXECUTED this the day of , 20__. GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS (Signature) (Printed Name) (Title) STATE OF TEXAS § § COUNTY OF HARRIS § Before me, , the undersigned notary public, on this day personally appeared , as the of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, a Texas non-profit corporation and the owner of the above-referenced property, known to me; proved to me on the oath of ; or proved to me through his current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} (Check one) 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 on behalf of the non-profit corporation in the capacity stated. Given under my hand and seal of office this day of , 20 . Notary Public in and for the State of Texas My commission expires: GRANTORS* ADDRESS: SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS 500 E. JAMES BAYTOWN, TX 77520 RETURN TO GRANTEE: CITY OF BAYTOWN OFFICE OF THE CITY ATTORNEY P.O. BOX 424 BAYTOWN, TEXAS 77522-0424 R:\Karcn\FilcsVCcntracts\Seccnd Baptist Church\UtililyEasemem.doc Utility Easement. Page 2 UAH Exhibit "A1 STATE OF TEXAS) COUNTY OF HARRIS) DESCRIPTION of a 25 foot wide utility easement situated in the W. G. Boswell Survey, Abstract 1562, Harris County, Texas, and being out of and a part of all that certain 63.52 acre tract of land conveyed by Eddie V. Gray and Bennie Ruth Gray Kadjar to Second Baptist Church, Baytown, Inc., by Deed dated September 11,2002 and recorded in County Clerk's File No. W077117 of the Official Public Records of Real Property of Harris County, Texas. This 25 foot wide utility easement is more particularly described by the following metes and bounds, to-wit: NOTE: BEARINGS ARE BASED ON DEED BEARINGS AND FOUND MONUMENTS IN THE NORTH LINE OF A TRACT OF LAND CONVEYED BY FLORENCE GODFREY, ET AL, TO GARTH-ARCHER, CHARLES GRUBE, LTD., BY DEED DATED FEBRUARY 15,1973 AND RECORDED IN COUNTY CLERK'S FILE NO. D806833 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, AND THE SOUTH RIGHT-OF-WAY LINE OF HUNT ROAD (60 FOOT WIDE RIGHT-OF- WAY). REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a Vz inch iron rod found in the West right-of-way line of North Main Street (right-of-way width varies) for the Northeast comer of said 63.52 acre tract of land, the Easternmost Southeast corner of that certain 0.324 of an acre tract (being a 5.00 feet wide strip of land) as conveyed by Eddie Gray, et al, to Occidental Chemical Corporation by Deed dated July 14,1993 and recorded in County Clerk's File No. P347319 of the Official Public Records of Real Property of Harris County, Texas, and in the West line of that certain 0.573 of an acre tract of land conveyed to Harris County in Cause No. 474076 and recorded in County Clerk's File No. H832928 of the Official Public Records of Real Property of Harris County, Texas. Said point being the Northeast comer and POINT OF BEGINNING of this tract. From said point a Vi inch iron rod found bears North 00°37'53" East 115.24 feet. THENCE: South Q0°35'03" West along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 1014.52 feet to a Vi inch iron rod, with cap, found for the BEGINNING POINT of a curve to the left, concave Easterly. THENCE: Along and around said curve to the left, in a Southerly direction, along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of- way line of said North Main Street, said curve having a central angle of 03°24'02" a radius of 1959.86 feet, and a chord bearing and distance of South 01°06*58" East 116.30 feet, for an arc length of 116.32 feet to a VS inch iron rod, with cap, found for the TERMINATION POINT of said curve. PAGE 2-25* WIDE UTILITY EASEMENT. THENCE: South 0la29'32" East along the Easl line of this tract, the West right-of-way line of said North Main Street, and the West line of said 0.573 of an acre tract for a distance of 223.86 feet to a fc inch iron rod, with cap, found for the BEGINNING POINT of a curve to the right, concave Westerly. THENCE: Along and around said curve to the right, in a Southerly direction, along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of- way line of said North Main Street, said curve having a central angle of 03°24'02", a radius of 1859.86 feet, and a chord bearing and distance of South 03°37'46" East 110.37 feet, for an arc length of 110.39 feet to a Vt inch iron rod, with cap, found for the TERMINATION POINT of said curve. THENCE: South OO°35'O3" West along the East line of this tract and the West right-of- way line of North Main Street for a distance of 49.70 feet to a 5/8 inch iron rod found for the Southeast corner of this tract, and the Northeast comer of that certain 74.5063 acre tract of land conveyed by August A. Smajstrla, et ux, to Main-Archer, Et Al, by Deed dated February 23,1972 and recorded in County Clerk's File No. D550793 of the Deed Records of Harris County, Texas. From said point a Vi inch iron rod found at the intersection of the West right-of-way line of said North Main Street with the North right- of-way line of Archer Road bears South 00°35'54" West 1546.50 feet. THENCE: South 80°!9f44M West along the South line of this tract, the South line of said 63.52 acre tract, and the North line of said 74.5063 acres for a distance of 25.40 feet to a point for the Southwest comer of this tract. THENCE: North 00°35%03" East along the West line of this tract for a distance of 55.11 feet to a point for the BEGINNING POINT of a curve to the left, concave Westerly. THENCE: Along and around said curve to the left, in a Northerly direction, along the West line of this tract, said curve having a central angle of 03°23140", a radius of 1834.86 feet, and a chord bearing and distance of North 03°4T 17" West 108.69 feet, for an arc length of 108.71 feet to a point for the TERMINATION POINT of said curve. THENCE: North 0l°29*32M West along the West Hne of this tract for a distance of 223.46 feet to a point for the BEGINNING POINT of a curve to the left, concave Easterly. THENCE: Along and around said curve to the right, in a Northerly direction, along the West line of this tract, said curve having a central angle of 03°23*32*\ a radius of 1984.86 feet, and a chord bearing and distance of North 0l°06M3" West 117.49 feet, for an arc length of 117.51 feet to a point for the TERMINATION POINT of said curve. PAGE 3 -25* WIDE UTILITY EASEMENT. THENCE: North 00°35'O3" East along the West line of this tract for a distance of 1010.00 feet to a point for the Northwest corner of this tract, in the North line of said 63.52 acre tract and in the Easternmost South line of said 0.324 of an acre tract. THENCE: North 80*20*08" East along the North line of this tract and the Easternmost South line of said 0.324 of an acre tract of land for a distance of 25.40 feet to the PLACE OF BEGINNING and containing within these boundaries 0.8696 of an acre tract of land. SURVEYOR'S CERTIFICATE I, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing Meld notes were prepared from an office survey, under my supervision, on June 4,2008, and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 4th day of June, A. D., 2008. ?Yu tMiene Ramsey R.P.LS.No.4379 3414-25'EASE.DOC Exhibit "B" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § THAT GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the GRANTEE herein named, the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED and by these presents does hereby GRANT, SELL and CONVEY unto the GRANTEE, CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, its successors and assigns, the tract of real property located in Harris County, Texas, which is more particularly described in Exhibit "A/1 which is attached hereto and incorporated herein for all intents and purposes (the "Property"). TO HAVE AND TO HOLD the above-described premises, together with all and singular the rights and appurtenances thereto in any wise belonging, unto the said CITY OF BAYTOWN, its successors and assigns forever, in fee simple absolute. GRANTOR does hereby bind itself, its successors and assigns to WARRANT and FOREVER DEFEND, the said premises unto the said CITY OF BAYTOWN, its successors and assigns, against every person whomsoever, lawfully claiming or to claim the same or any part thereof. Warranty Deed. Page 1 EXECUTED this the day of , 2008. GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS (Signature) (Printed Name) (Title) STATE OF TEXAS § § COUNTY OF HARRIS § Before me, _»the undersigned notary public, on this day personally appeared in his/her capacity as the of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, the owner of the Property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed on behalf of the non profit corporation in the capacity stated. SUBSCRIBED AND SWORN before me this day of , 2008. Notary Public in and for the State of Texas My commission expires: GRANTORS' ADDRESS: SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS 500 E.JAMES BAYTOWN, TX 77520 RETURN TO GRANTEE: CITY OF BAYTOWN OFFICE OF THE CITY ATTORNEY P.O. BOX 424 BAYTOWN, TEXAS 77522-0424 R:VKartn\FiletfContractt\Se«jnd Daptiit ChurcVUftStalionSitc.doc Warranty Deed. Page 2 II All Exhibit "A STATE OF TEXAS) COUNTY OF HARRIS) DESCRIPTION of a Lift Station containing 0.2684 of an acre tract situated in the W. G. Boswell Survey, Abstract 1562, Harris County, Texas, and being oul of and a part of all that certain 63.52 acre tract of land conveyed by Eddie V. Gray and Bennie Ruth Gray Kadjar to Second Baptist Church, Baytown, Inc., by Deed dated September 11,2002 and recorded in County Clerk*s File No. W077117 of the Official Public Records of Real Property of Harris County, Texas. This 0.2684 of on acre is more particularly described by the following metes and bounds, to-wit: NOTE: BEARINGS ARE BASED ON DEED BEARINGS AND FOUND MONUMENTS IN THE NORTH LINE OF A TRACT OF LAND CONVEYED BY FLORENCE GODFREY, ET AL, TO GARTH-ARCHER, CHARLES GRUBE, LTD., BY DEED DATED FEBRUARY 15,1973 AND RECORDED IN COUNTY CLERK'S FILE NO. D806833 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, AND THE SOUTH RIGHT-OF-WAY LINE OF HUNT ROAD (60 FOOT WIDE RIGHT-OF- WAY). REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a Vi inch iron rod found in the West right-of-way line of North Main Street (right-of-way width varies) for the Northeast corner of said 63.52 acre tract of land, the Easternmost Southeast corner of that certain 0.324 of an acre tract (being a 5.00 feet wide strip of land) as conveyed by Eddie Gray, et al, to Occidental Chemical Corporation by Deed dated July 14,1993 and recorded in County Cleric's File No. P347319 of the Official Public Records of Real Property of Harris County, Texas, and in the West line of that cenain 0.573 of an acre tract of land conveyed to Harris County in Cause No. 474076 and recorded in County Clerk's File No. HS32928 of the Official Public Records of Real Property of Harris County, Texas. From said point a Vi inch iron rod found bears North OO°37'5rEast 115.24 feet. THENCE: South 00°35*03" West along the East line of said 63.52 acre tract, the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 5.08 feet to a point for the Northeast comer and POINT OF BEGINNING of this tract. THENCE: Continue South OO°35fO3" West along the Northernmost East line of this tract, the East line of said 63.52 acre tract, the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 25.40 feet to a point for the Easternmost Southeast corner of this tract. PAGE 2-LIFT STATION. THENCE: South 80°20'08" West along the Easternmost South line of this tract for a distance of 65.50 feet to a point for an interior corner of this tract. THENCE: South 09e39*52" East along the Southernmost East line of this tract for a distance of 75.00 feet to a point for the Southernmost Southeast corner of this tract. THENCE: South S0c20*08" West along the Westernmost South line of this tract for a distance of 100.00 feet to a point for the Southwest comer of this tract. THENCE: North 09°39'52" West along the West line of this tract for a distance of 100.00 feet to a point for the Northwest comer of this tract. THENCE: North 80°20'08" East along the North line of this tract for a distance of 170.00 feet to the PLACE OF BEGINNING and containing within these boundaries 0.2684 of an acre tract of land. SURVEYOR'S CERTIFICATE 1, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an office survey, under my supervision, on June 4,2008, and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 4<h day of June, A. D., 2008. Juliene Ramsey R.P.LS.No.4379 3414-LIFTSTAT1ON.DOC Exhibit "B" AGREEMENT FOR INSPECTION SERVICES STATE OF TEXAS § § COUNTY OF HARRIS § This Agreement for Inspection Services (the "Agreement") is made and entered into by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City") and SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, a Texas non-profit corporation (the "Church"). WHEREAS, the Church plans on constructing a church building and related appurtenances to be located on the property more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the "Project"), which is currently outside the corporate limits of the City; and WHEREAS, the Church desires to build the Project in accordance with the applicable building, plumbing, mechanical and electrical codes adopted by the City and as amended in Chapter 18 of the Code of Ordinances, Bay town, Texas; and WHEREAS, the Church has requested that the City perform plan review and inspection services for the Project on behalf of the Church; and WHEREAS, the City is agreeable to performing the requested services under the terms and conditions expressed herein; NOW THEREFORE, the City and the Church, in consideration of the mutual covenants, agreements and benefits herein contained, do mutually agree as follows: I. CHURCH'S RESPONSIBILITIES 1.01 permit Before any work is to be performed on the Project after the design thereof, the Church shall file a building permit application and all other associated permit applications with the Chief Building Official of the City or his designce (collectively hereinafter referred to as the "Chief Building Official"). No work shall be performed in furtherance of the Project until the required permits have been obtained. Required permits will include all permits that would be required if the Project were located within the incorporated limits of the City. The Church must comply with atl orders and directives of the Chief Building Official and his designecs. In order to occupy the building, the Church agrees that it must obtain the required certificates of occupancy. Should it fail to do so, the Church herein agrees thai it will be enjoined from using the structures. l°2 Paymcnj of pecs, The Church understands and agrees that it will be subject to the permit fees, inspection and plan review fees as specified in Sections 18-127, 18-255, 18-462, 18-589, 18-623, and elsewhere in the of the Code of Ordinances, as applicable, as the same now exists or may hereinafter be amended. Agreement for Inspection Services. Page I 1.03 Inspection Requests. It shall be the duty and responsibility of the Church to request inspections at critical phases of the Projecl and as may otherwise be required by the codes and ordinances of the City. The Project site shall remain accessible and exposed for inspection purposes until approved. Approval as a result of an inspection shall not be construed to be an approval of a violation of the provisions of the City's codes or ordinances. Inspections presuming to give authority to violate or cancel the provisions of the City's codes and ordinances arc invalid. Neither the City nor its officers, agents or employees shall be liable for expense entailed in the removal or replacement of any material required to allow inspection. 1.04 Indemnification. THE CHURCH AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY THE CHURCH UNDER THIS CONTRACT CAUSED BY (I) THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER PERSON OR ENTITY AND/OR (II) THE SOLE OR JOINT NEGLIGENCE OF CHURCH. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH CHURCH AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CHURCH TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF (I) THE CITY'S OWN NEGLIGENCE WHEN THAT NEGLIGENCE IS CONCURRENT WITH ANY OTHER PERSON OR ENTITY OF THE RESULTING INJURY DEATH OR DAMAGE AND/OR (II) CHURCH'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, CHURCH FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Agreement for Inspection Services, Page 2 1.05 Release. By this Agreement, the City does not consent to litigation and expressly revokes any consent to litigation that it may have granted by the terms of this Agreement, any charter, or applicable state law. The Church assumes full responsibility for the Project and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of cither of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Project. This release includes the cost of defense of any claim and any loss of or damage to property (whether property of the parties or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Project whether or not said claims, demands, and causes of action are covered in whole or in part by insurance. II. CITY'S RESPONSIBILITIES 2.01 Provision of Services. a. Generally. The Chief Building Official of the City shall receive the Church's applications, review construction documents, and issue permits as appropriate, perform inspections, and enforce compliance with the provisions of the City's codes and ordinances. b. Inspections. Except as otherwise provided herein, the Chief Building Official shall make all of the required on-sitc inspections of all building components, including the building, electrical, mechanical and plumbing systems, at various stages of construction of the Project to determine compliance with all applicable codes and ordinances of the City of Baytown. c. Documents and Information. The Chief Building Official shall be entitled to rely on the accuracy of information provided by the Church or its consultants. Additionally, the Chief Building Official shall keep official records of applications received, permits and certificates issued, fees collected, reports of inspections made, and notices and orders issued. 2.02 Limitation of Services. The City is not required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work, but shall be required to make inspections in response to inspection requests from the Church. It is expressly understood and agreed that the City shall neither have control over or charge of, nor be responsible for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Project. Neither observations by the Chief Building Official nor inspections, tests, or approvals made by the Chief Building Official shall relieve the Church or its contractors from its obligation to perform the work in accordance with the requirements of the codes and ordinances of the City. Furthermore, the designing engineer of the foundation, structural steel and masonry wall is responsible for inspecting, certifying and providing a letter to the City certifying these elements arc constructed in accordance with his/her design. Agreement for Inspection Services. Page 3 III. TERM Except as otherwise provided herein, this Agreement is effective on the date the City Manager signs this Agreement until a satisfactory final inspection of all building components by the Church. This Agreement, however, may be terminated with or without cause by the City upon (60) days' prior written notice. IV. MISCELLANEOUS PROVISIONS 4.01 Entire Agreement. This instrument contains the entire Agreement between the parties relating to the rights hereunder granted and the obligations herein assumed. Any oral representation or modifications concerning this Agreement shall be of no force or effect, excepting a subsequent modification in writing signed by all parties hereto. 4.02 Compliance with Applicable Laws. The Church and the City shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and ordinances of the City of Bay town as they now exist or may hereafter be enacted or amended. 4.03 Assignment. The Church may not sell or assign al! or part interest in activities to another parry or parties without the express written approval of the City Manager of such sale or assignment. 4.04 Notices. Except as otherwise provided herein, all notices required to be given hereunder shall be given in writing cither by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: CHURCH Second Baptist Church, City of Bay town, of Harris County, Texas 500 E. James Baytown, TX 77520 Fax No. (281)422-6572 £LEY City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax No. (281)420-6586 4.05 Non-waiver. Failure of cither 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 hcrcunder to exercise any right or remedy occurring as a result of any future default or failure of performance. 4.06 Governing Law. 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 Agreement for Inspection Services. Page 4 execution or performance. The place of making and ihe place of performance for all purposes shall be Bay town, Harris County, Texas. 4 07 Wrabilitv. All parties agree that should any provision of this Agreement be ^ermincd ,o be invalid or unenforceable, such determination shall not alTcct any other term of this Agreement, which shall continue in full force and effect. 4 08 Mn Ripht to Arbitration. Notwithstanding anything to the contrary contained in this Aerccmcnt the City and the Church hereby agree that no claim or dispute between the City and the ffi«S o ofor relating to this Agreement shall be decided by any arbitration proceeding SU wUhout limitation, any proceeding under the Federal Arbitration Act (9 U.S.C Sections 1-14 . or ^applicable State arbitration statute, including, but not limited to, the Texas General ArbitratorA£ 17dcd that in the event that the City is subjected to an arbitration proceeding notw.teandingths Eon, the Church consents to be joined in the arbitration proceeding if the Church* presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 4.09 TMn Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Church and the City only. 4 10 Headines The article and section headings arc used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation 4 11 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 4.12 Agreement Read. The parties acknowledge thai they have read, understand and intend to be bound by the terms and conditions of this Agreement. 4 13 Authority The officers executing this Agreement on behalf of the parties hereby rcprcscnuhat such officers have full authority to execute this Agreement and to bind the party he/she represents. 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 _ day of . 2008, the date of execution by the City Manager of the City of Baytown. CITY OF BAYTOWN GARRISON C. BRUMBACK, City Manager ATTEST: KAYTHIE DARNELL, City Clerk Agreement for Inspection Services. Page 5 APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS. (Signature) v-leiu.eh.-ts (Printed Name) STATE OF TEXAS COUNTY OF HARRIS (Title) Before me, VSaVeO V-Wyyer , the undersigned notary public, on this day personally appeared Tommy Clements the Senior Pastor of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, on behalf of such corporation :or (check one) known to me; proved to me on the oath of ______ proved to me through his/her current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person} to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that instrument for the purposes and consideration therein expressed. rc\ Given under my hand and seal of office this £)3r day of KAREN LHQRNER Notary Public, State oiTexas Commission Expires May 9,2010 , 2008. lary Public inanafor the State of Texas My commission expires: fV 9 R:\Karcn\Files\Contracts\Sccond Baptist Churcli\lnspcclionServiccs.doc Agreement for Inspection Services, Page 6 n) xtj ctiB-n* aw txotu 3AH3S3H i * 101 I SYX31 'JUN/103 SfWYH 'HMOUIVB OM 3H1 JO MO S3V3Y Z5T9 QH138 HOXflHJ JLSIAdVg QN0D3S 1 jj — •» .90* -/aw t ymr A3AW1S TTSMSOa D M AGREEMENT REGARDING THE PURCHASE AND INSTALLATION OF A TWELVE-INCH WATER LINE THE STATE OF TEXAS § COUNTY OF HARRIS § This Agreement regarding the Purchase and Installation of a Twelve-inch Water Line(the "Agreement") is made and entered into between the CITY OF BAYTOWN (the "CITY"), whose address for purposes hereof is P.O. Box 424, Baytown, Texas 77522, and SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS„ a Texas non-profit corporation (the "CHURCH"), whose address for purposes hereof is 500 W. James, Baytown, Texas 77520. WITNESSETH: I. 1.1 Easement. Subject to and upon the terms, provisions and conditions hereinafter set forth, the CHURCH does hereby grant, sell, and convey unto CITY, and CITY does hereby accept from the CHURCH, in consideration of the duties, covenants and obligations imposed on each party hereunder, a utility easement above, across, and under certain real property located in Harris County, Texas, which is more particularly described in Exhibit "A," which is attached hereto and made a part hereof for all intents and purposes,together with the CHURCH'S rights,title and interest in any improvements located or to be located thereon pursuant to this Agreement ("Easement"). Simultaneously with the execution of this agreement by the CHURCH, the CHURCH shall tender the Easement in the same form as that which is attached as Exhibit"A"to the CITY. 1.2 Lift Station Site. Subject to and upon the terms, provisions and conditions hereinafter set forth, the CHURCH does hereby grant, sell, and convey unto CITY, and CITY does hereby accept from the CHURCH, in consideration of the duties, covenants and obligations imposed on each party hereunder, a fee simple absolute interest in a lift station site located in Harris County, Texas, which shall be conveyed in fee with all general warranties, as more particularly described in Exhibit "B," which is attached hereto and made a part hereof for all intents and purposes, together with the CHURCH'S rights, title and interest in any improvements located or to be located thereon pursuant to this Agreement ("Fee"). Simultaneously with the execution of this agreement by the CHURCH, the CHURCH shall tender the Fee in the same form as that which is attached as Exhibit`B" to the CITY. Purchase and Installation of a Twelve-inch Water Line,Page I II. 2.1 CHURCH's Obligations. In addition to the CHURCII's obligations elsewhere in this Agreement, the CHURCH shall have the following obligations: (a) The CHURCII agrees that it will at its own cost and expense employ one or more professional engineers to design the extension of the twelve-inch water main near N. Main and I-10 intersection approximately 4,000 feet south to the CHURCH's property (the"Project"). (b) The CHURCH agrees to comply with all laws, rules or regulations of applicable governmental authorities, in order to make the lines described herein above meet or exceed the quality standards set by such applicable governmental authorities. (c) The CHURCH shall be obligated to submit plans and specifications for the construction of the Project (the "Plans and Specifications") to the City Engineer, for approval, and/or for required revision and approval, by the City Engineer, within ten (10) days after the Effective Date of this Agreement, if it has not already done so at the time of execution of this agreement. The CHURCH agrees that the plans and specifications shall include the construction and installation of a water line twelve inches (12") in diameter together with related improvements. (d) Simultaneously with the execution of this agreement by the CIIURCH, the CHURCH shall deposit with the CITY cash in the amount of SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000.00) as part of its portion of the cost-share of the 12-inch line. The Parties understand and agree that this amount together with the value of the Easement and Fee conveyed herein totals the difference between the cost of installing the City's larger required line size and the cost of installing the minimum size that would be adequate as determined by the City Engineer to serve the CHURCH's development. This payment together with the conveyances of the Easement and Fee shall be the CHURCH's sole financial responsibility and/or obligation regarding the construction of the Project. (e) At its own cost and expense, the CHURCH shall repair or replace any damage or injury done to any portion of the Project caused by the CHURCH, its officer agents, employees, invitees or visitors within ten (10) days of the date on which damage or injury occurred. If the City Manager of the City of Baytown (the"City Manager") in his sole discretion, determines that any portion of the Project is not being repaired and/or replaced in accordance with this Agreement, the City Manager shall so notify the CHURCH in writing and require the CHURCH to perform the identified work forthwith and continue diligently therewith until completion. If more than ten days (10) are required to complete the repair or replacement, then the CITY may, at its option, extend such period. If the condition persists after the expiration of ten (10) days from the date of the notice or, if applicable, from the expiration of any extension granted, the City Manager may declare the CHURCH in default and terminate this agreement and seek any Purchase and Installation of a Twelve-inch Water Line,Page 2 other appropriate remedy which may be available to the CITY, including, but not limited to, making such repairs or replacements at the CHURCH's sole cost and expense. It is understood if such repairs or replacements are made by the CITY, the CHURCH agrees to pay the cost thereof to the CITY on demand. 2.2 CITY's Obligations. In addition to the CITY's obligations elsewhere in this Agreement, the CITY shall have the following obligations; however, such obligations shall not arise until after the CHURCH has paid the sum specified in Section 2.1.d and has conveyed the Easement and Fee as specified in Sections 1.1 and 1.2, respectively: (a) After the City Engineer's final approval of the plans and specifications submitted by the CHURCH in accordance with Section 2.1.c, the CITY shall be obligated to advertise for bids for the construction of the Project in accordance with all applicable laws. Once a contract is awarded for the Project, the CITY's contractor will begin the construction of the Project in accordance with the approved plans and specifications and continue such construction efforts thereafter in a diligent manner until the Project is completed and accepted by the CITY. (b) Upon request, the CITY shall provide an update on the status of the Project to the CHURCH. (c) After the receipt of the funds by the CITY and the conveyance of the Easement and FEE to the City, the CITY shall pay all costs and expenses of Project construction, including, not by way of limitation, the costs of all materials, labor and electricity used in connection with such construction and all license,permit or inspection fees that may be charged in connection with such work. (d) The legal title to the Project and all appurtenances related thereto shall at all times be vested in the CITY; and the CHURCH shall have no claim thereto. As such, the CHURCH shall have no right or privilege to remove or interfere with any part or portion of the Project. III. 3.1 Term. Subject to and upon the terms and conditions set forth herein, this Agreement shall continue in force and effect from the Effective Date (as hereafter defined) until the final completion and acceptance of the Project by the CITY. IV. 4.1 Non-Waiver. Failure of the CITY to declare any default immediately upon occurrence thereof, or delay in taking action in connection therewith, shall not waive such default, Purchase and Installation of a Twelve-inch Water Line,Page 3 but the CITY shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder, either in law or in equity. 4.2 Default by CHURCII. The CITY shall have the right to declare CHURCH in default and immediately terminate the Agreement without notice, unless otherwise specified herein, or exercise any other rights or remedies available hereunder or as a matter of law if CHURCH: (a) Fails to timely pay the amount specified in Section 2.1.d; (b) Fails to timely convey the Easement and/or Fee; (c) Defaults in the performance of any other obligation imposed upon CHURCH hereunder and does not cure the default within fifteen (15) days (unless another period of time is specified herein) after written notice describing the default in reasonable detail has been given CHURCIi or, if the City Manager in his sole discretion, determines that the default cannot reasonably be cured within the fifteen(15) day period, if the CIIURCII does not commence curative work within the fifteen(15)day period and prosecute the work to completion with diligence; (d) Institutes proceedings, whether voluntary or otherwise, under the provisions of the Federal Bankruptcy Act or any other federal or state law relating to bankruptcy or insolvency; or (e) Makes any assignment of this Agreement without the written approval of the CITY. Should the CITY terminate this Agreement for cause, the CITY will relieved of its obligations hereunder and the CHURCH shall not be entitled to any repayment or to reversion of any of the properties conveyed pursuant to Sections 1.1 and 1.2. Additionally, should this Agreement be terminated, the CITY shall be entitled to seek all other relief which may be allowed by law. Any and all defaults declared by the CITY shall be final and binding upon the CHURCH. 4.3 Remedies Cumulative. All rights and remedies of the CITY and/or the CHURCH under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. 4.4 Amendments. This agreement may not be altered, changed or amended, except by an instrument in writing,signed by both parties hereto. 4.5 Release. By this Agreement, the CITY does not consent to litigation or suit, and the CITY hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing contained herein shall be construed in any way so as to waive in whole or part the CITY's sovereign immunity. The CHURCH assumes full responsibility for its obligations Purchase and Installation of a Twelve-inch Water Line,Page 4 under this Agreement performed hereunder and hereby releases, relinquishes, discharges, and holds harmless the CITY, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the CHURCH's work to be performed hereunder. This release shall apply with respect to the CHURCH's work regardless of whether said claims, demands,and causes of action are covered in whole or in part by insurance. 4.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the CITY and the CHURCH hereby agree that no claim or dispute between the City and the CHURCH arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the CITY is subjected to an arbitration proceeding notwithstanding this provision, the CHURCH consents to be joined in the arbitration proceeding if the CHURCH's presence is required or requested by the CITY of complete relief to be recorded in the arbitration proceeding. 4.7 Assignment. The CHURCH shall not assign this Agreement without first obtaining the written consent of the CITY. 4.8 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand-delivery, addressed to the respective parties as follows: CITY City of Baytown Attn: City Manager P.O. Box 424 Baytown,TX 77522 CHURCH SECOND BAPTIST CHURCH,CITY OF BAYTOWN,OF I IARRIS COUNTY, TEXAS Attn: Mark Stafford 500 W. James, Baytown,Texas 77520 4.9 Binding Effect. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the CITY and the CHURCH and their respective successors and assigns. Purchase and Installation of a Twelve-inch Water Line, Page 5 4.10 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to all applicable federal, state and local laws and regulations, and all judicial determinations relative thereto. 4.11 Choice of Law and Venue. This Agreement is declared to be a Texas contract,and all of the terms thereof shall be construed according to the laws of the State of Texas. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 4.12 Ambiggities. In the event of any ambiguity in any of the tenors 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. 4.13 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied,between or among the parties hereto, relating to the subject matter of this Agreement,which are not fully expressed herein. 4.14 Duplicate 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. 4.15 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. 4.16 Gender and Number. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. 4.17 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this Agreement,or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction,such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. 4.18 Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 4.19 Authority. The officers executing this Agreement on behalf of each party hereby confirm that such officers have full authority to execute this Agreement and to bind the party heishe represents. Purchase and Installation of a Twelve-inch Water Line,Page 6 EXECUTED ON this the O�y of , 2008 (the "Effective Date"). CI Y OF BAY 0" r By: J GARRISON RUMBAC k, City Manager ATTEST: ply rolp A, KAYT I E DARNE , City Clerk ' APPRO ED AS TO FORM: 7¢ adN ACIO RAMIREZ, SR, ity Attorney EXECUTED ON this the;3�day of t,, , 2008. SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS 00 By: TOMMY CLEMIENTS, Senior Pastor STATE OF TEXAS § COUNTY OF HARRIS § Before me, KN cn Nof net— , the undersigned notary public, on this day personally appeared Tommy Clements the Senior Pastor of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, on behalf of such corporation known to me; proved to me on the oath of ; or proved to me through his/her current _ (description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this rd day of sj� , 2008. �xr7rrmaaerrrr�zr '� � 2,,FXf P� KAREN L.HORNER otary Public In an for the State of Notary Public,State of Texas Texas F C Commission Expires May 9,2010 5-9 -Quo My commission expires: RAKare Agreement.doc Purchase and Installation of a Twelve-inch Water Line,Page 7 Exhibit "A" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. UTILITY EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § THAT GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, owner of the below-described real property, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the GRANTEE herein named,the receipt and sufficiency of which is hereby acknowledged and confessed by GRANTOR has GRANTED, SOLD and CONVEYED and by these presents does hereby GRANT, SELL and CONVEY unto the GRANTEE the CITY OF BAYTOWN, a municipal corporation in Harris and Chambers Counties, Texas, a utility easement above, across, and under the real property located in Harris County, Texas, which is more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes(the"Property"). TO HAVE AND TO HOLD the above-described premises, together with all and singular the rights and appurtenances thereto in any wise belonging, together with the rights of ingress and egress to and from said easement for the purpose of constructing, inspecting, repairing, maintaining and removing utility and drainage lines, structures and other improvements, unto GRANTEE, its successors and assigns forever. GRANTOR agrees to bind itself, its successors and assigns to WARRANT and FOREVER DEFEND, the said property unto the said GRANTEE, CITY OF BAYTOWN, its successors and assigns,against every person whomsoever lawfully claiming or to claim the same or any part thereof. Utility Easement,Page I EXECUTED this the day of , 20_. GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY,TEXAS (Signature) (Printed Name) (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me, , the undersigned notary public, on this day personally appeared as the of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, a Texas non-profit corporation and the owner of the above-referenced property, known to me; proved to me on the oath of ; or proved to me through his current (description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (Check one) 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 on behalf of the non-profit corporation in the capacity stated. Given under my hand and seal of office this_day of , 20_. Notary Public in and for the State of Texas My commission expires: GRANTORS' ADDRESS: SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY,TEXAS 500 E.JAMES BAYTOWN, TX 77520 RETURN TO GRANTEE: CITY OF BAYTOWN OFFICE OF THE CITY ATTORNEY P.O. BOX 424 BAYTOWN, TEXAS 77522-0424 RAKaren\Files\Contracts.Second Baptist Church\UtdityEasement doc Utility Easement,Page 2 Exhibit "A" STATE OF TEXAS) COUNTY OF HARRIS) DESCRIPTION of a 25 foot wide utility easement situated in the W. G. Boswell Survey, Abstract 1562, Hams County,Texas, and being out of and a part of all that certain 63.52 acre tract of land conveyed by Eddie V. Gray and Bennie Ruth Gray Kadjar to Second Baptist Church, Baytown, Inc.,by Deed dated September 11, 2002 and recorded in County Clerk's File No. W077117 of the Official Public Records of Real Property of Harris County,Texas. This 25 foot wide utility easement is more particularly described by the following metes and bounds, to-wit: NOTE: BEARNGS ARE BASED ON DEED BEARNGS AND FOUND MONUMENTS IN THE NORTH LINE OF A TRACT OF LAND CONVEYED BY FLORENCE GODFREY, ET AL,TO GARTH-ARCHER,CHARLES GRUBS, LTD., BY DEED DATED FEBRUARY 15, 1973 AND RECORDED IN COUNTY CLERK'S FILE NO. D806833 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, AND THE SOUTH RIGHT-OF-WAY LINE OF HUNT ROAD (60 FOOT WIDE RIGHT-OF- WAY). REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a ''/z inch iron rod found in the West right-of-way line of North Main Street(right-of-way width varies) for the Northeast corner of said 63.52 acre tract of land, the Easternmost Southeast corner of that certain 0.324 of an acre tract(being a 5.00 feet wide strip of land)as conveyed by Eddie Gray,et at, to Occidental Chemical Corporation by Deed dated July 14, 1993 and recorded in County Clerk's File No. P347319 of the Official Public Records of Real Property of Harris County,Texas, and in the West line of that certain 0.573 of an acre tract of land conveyed to Harris County in Cause No. 474076 and recorded in County Clerk's File No. H832928 of the Official Public Records of Real Property of Harris County,Texas. Said point being the Northeast corner and POINT OF BEGINNING of this tract. From said point a ''/: inch iron rod found bears North 00*37'53" East 115.24 feet. THENCE: South 00°35'03" West along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 1014.52 feet to a % inch iron rod, with cap, found for the BEGINNING POINT of a curve to the left, concave Easterly. THENCE: Along and around said curve to the left, in a Southerly direction,along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of- way line of said North Main Street, said curve having a central angle of 03°24'02"a radius of 1959.86 feet,and a chord bearing and distance of South 01°06'58" East 116.30 feet, for an arc length of It 6.32 feet to a % inch iron rod, with cap, found for the TERMINATION POINT of said curve. PAGE 2—25' WIDE UTILITY EASEMENT. THENCE: South 01°29'32" East along the East line of this tract, the West right-of-way line of said North Main Street,and the West line of said 0.573 of an acre tract for a distance of 223.86 feet to a '/2 inch iron rod, with cap, found for the BEGINNING POINT of a curve to the right, concave Westerly. THENCE: Along and around said curve to the right, in a Southerly direction, along the East line of this tract, the West line of said 0.573 of an acre tract and the West right-of- way line of said North Main Street, said curve having a central angle of 03°24'02", a radius of 1859.86 feet, and a chord bearing and distance of South 03037'46" East 110.37 feet, for an arc length of 110.39 feet to a l inch iron rod, with cap, found for the TERMINATION PONT of said curve. THENCE: South 00°35'03"West along the East line of this tract and the West right-of- way line of North Main Street for a distance of 49.70 feet to a 5/8 inch iron rod found for the Southeast corner of this tract, and the Northeast corner of that certain 74.5063 acre tract of land conveyed by August A. Smajstrla,et ux, to Main-Archer, Et Al,by Deed dated February 23, 1972 and recorded in County Clerk's File No. D550793 of the Deed Records of Harris County,Texas. From said point a ''/2 inch iron rod found at the intersection of the West right-of-way line of said North Main Street with the North right- of-way line of Archer Road bears South 00°35'54"West 1546.50 feet. THENCE: South 80°19'44" West along the South line of this tract,the South line of said 63.52 acre tract, and the North line of said 74.5063 acres for a distance of 25.40 feet to a point for the Southwest corner of this tract. THENCE: North 00°35'03" East along the West line of this tract for a distance of 55.11 feet to a point for the BEGNNNG POINT of a curve to the left, concave Westerly. THENCE: Along and around said curve to the left, in a Northerly direction, along the West line of this tract, said curve having a central angle of 03°23'40", a radius of 1834.86 feet,and a chord bearing and distance of North 03*41'17"West 108.69 feet, for an arc length of 108.71 feet to a point for the TERMINATION POINT of said curve. THENCE: North 01°2932"West along the West line of this tract for a distance of 223.46 feet to a point for the BEGINNING POINT of a curve to the left, concave Easterly. THENCE: Along and around said curve to the right, in a Northerly direction,along the West line of this tract, said curve having a central angle of 03°23'32",a radius of 1984.86 feet, and a chord bearing and distance of North 01°06'43" West 117.49 feet, for an arc length of 117.51 feet to a point for the TERMINATION POINT of said curve. PAGE 3 —25' WIDE UTILITY EASEMENT. THENCE: North 00°35'03" East along the West line of this tract for a distance of 1010.00 feet to a point for the Northwest comer of this tract, in the North line of said 63.52 acre tract and in the Eastemmost South line of said 0.324 of an acre tract. THENCE: North 80°20'08" East along the North line of this tract and the Easternmost South line of said 0.324 of an acre tract of land for a distance of 25.40 feet to the PLACE OF BEGNNNG and containing within these boundaries 0.8696 of an acre tract of land. SURVEYOR'S CERTIFICATE I,Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an office survey, under my supervision, on June 4, 2008, and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown,Texas, this the 4`h day of June, A. D., 2008. o s: r lrti�LL ;SICe` F R iene Ramsey R.P.L.S. No. 4379 JUUENE 3414-25'EASE.DOC r "4;37 ' t ��`O��9'rQ��fi� Exhibit "B" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF HARRIS § THAT GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the GRANTEE herein named, the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED and by these presents does hereby GRANT, SELL and CONVEY unto the GRANTEE, CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, its successors and assigns, the tract of real property located in I Iarris County, Texas, which is more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes(the"Property"). TO HAVE AND TO HOLD the above-described premises, together with all and singular the rights and appurtenances thereto in any wise belonging, unto the said CITY OF BAYTOWN, its successors and assigns forever, in fee simple absolute. GRANTOR does hereby bind itself, its successors and assigns to WARRANT and FOREVER DEFEND, the said premises unto the said CITY OF BAYTOWN, its successors and assigns, against every person whomsoever, lawfully claiming or to claim the same or any part thereof. Warranty Deed,Page 1 EXECUTED this the day of , 2008. GRANTOR SECOND BAPTIST CHURCH, CITY OF BAYTOWN,OF HARRIS COUNTY, TEXAS (Signature) (Printed Name) (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me, , the undersigned notary public, on this day personally appeared _ in his/her capacity as the of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS, the owner of the Property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed on behalf of the non- profit corporation in the capacity stated. SUBSCRIBED AND SWORN before me this day of , 2008. Notary Public in and for the State of Texas My commission expires: GRANTORS' ADDRESS: SECOND BAPTIST CHURCH,CITY OF BAYTOWN, OF HARRIS COUNTY,TEXAS 500 E. JAMES BAYTOWN, TX 77520 RETURN TO GRANTEE: CITY OF BAYTOWN OFFICE OF THE CITY ATTORNEY P.O. BOX 424 BAYTOWN, TEXAS 77522-0424 R Karen Files•Contracts Second Baptist Church LiflStauonSne doc Warranty Deed,Page 2 Exhibit "A" STATE OF TEXAS) COUNTY OF HARRIS) DESCRIPTION of a Lift Station containing 0.2684 of an acre tract situated in the W.G. Boswell Survey,Abstract 1562,Harris County,Texas,and being out of and a part of all that certain 63.52 acre tract of land conveyed by Eddie V.Gray and Bennie Ruth Gray Kadjar to Second Baptist Church, Baytown, Inc.,by Deed dated September 11.2002 and recorded in County Clerk's File No. W077117 of the Official Public Records of Real Property of Harris County,Texas. This 0.2684 of an acre is more particularly described by the following metes and bounds,to-wit: NOTE: BEARINGS ARE BASED ON DEED BEARINGS AND FOUND MONUMENTS IN THE NORTH LINE OF A TRACT OF LAND CONVEYED BY FLORENCE GODFREY, ET AL,TO GARTH-ARCHER,CHARLES GRUBS, LTD., BY DEED DATED FEBRUARY 15, 1973 AND RECORDED IN COUNTY CLERK'S FILE NO. D806833 OF THE DEED RECORDS OF HARRIS COUNTY,TEXAS,AND THE SOUTH RIGHT-OF-WAY LINE OF HUNT ROAD(60 FOOT WIDE RIGHT-OF- WAY). REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a% inch iron rod found in the West right-of-way line of North Main Street(right-of-way width varies) for the Northeast corner of said 63.52 acre tract of land, the Easternmost Southeast corner of that certain 0.324 of an acre tract(being a 5.00 fat wide strip of land)as conveyed by Eddie Grey,et al,to Occidental Chemical Corporation by Deed dated July 14, 1993 and recorded in County Clerk's File No. P3473 l9 of the Official Public Records of Real Property of Harris County,Texas,and in the West line of that certain 0.573 of an acre tract of land conveyed to Harris County in Cause No.474076 and recorded in County Clerk's File No. H832928 of the Official Public Records of Real Property of Harris County,Texas. From said point a% inch iron rod found bears North 00037'53"East 115.24 feet. THENCE: South 00°35'03"West along the East line of said 63.52 acre tract,the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 5.08 feet to a point for the Northeast comer and POINT OF BEGINNING of this tract. THENCE: Continue South 00'35'03" West along the Northernmost East line of this tract,the East line of said 63,52 acre tract, the West line of said 0.573 of an acre tract and the West right-of-way line of North Main Street for a distance of 25.40 feet to a point for the Easternmost Southeast corner of this tract. PAGE 3—LIFT STATION. THENCE: South 30020'08" West along the Easternmost South line of this tract for a distance of 65.50 feet to a point for an interior corner of this tract. THENCE: South 09`39'52" East along the Southernmost East line of this tract for a distance of 75.00 feet to a point for the Southernmost Southeast corner of this tract. THENCE: South 30°20'08" West along the Westernmost South line of this tract for a distance of 100.00 feet to a point for the Southwest corner of this tract. THENCE: North 09039*52" West along the West line of this tract for a distance of 100.00 feet to a point for the Northwest corner of this tract. THENCE: North 80020'08"East along the North line of this tract for a distance of 170.00 feet to the PLACE OF BEGIr11NG and containing within these boundaries 0.2684 of an acre tract of land. SURVEYOR'S CERTIFICATE I,Julien Ramsey, Registered Professional Land Surveyor No.4379,do hereby certify that the foregoing field notes were prepared from an office survey, under my supervision, on June 4,2008,and that all lines,boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown,Texas, this the 4'h day of June,A. D.,2008. ��Jtl Julien Ramsey ;�"/( R 4-LIFT TATION.DOC y * N .. ........... .. .. JUUENE 14AM8t211 .................. ... ° auA�� AGREEMENT FOR INSPECTION SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement for Inspection Services (the "Agreement") is made and entered into by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the"City")and SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY, TEXAS,a Texas non-profit corporation(the"Church"). WHEREAS, the Church plans on constructing a church building and related appurtenances to be located on the property more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the "Project"), which is currently outside the corporate limits of the City;and WHEREAS, the Church desires to build the Project in accordance with the applicable building, plumbing,mechanical and electrical codes adopted by the City and as amended in Chapter 18 of the Code of Ordinances,Baytown,Texas;and WHEREAS, the Church has requested that the City perform plan review and inspection services for the Project on behalf of the Church;and WHEREAS, the City is agreeable to performing the requested services under the terms and conditions expressed herein; NOW THEREFORE, the City and the Church, in consideration of the mutual covenants, agreements and benefits herein contained,do mutually agree as follows: I. CHURCH'S RESPONSIBILITIES 1.01 Permits. Before any work is to be performed on the Project after the design thereof, the Church shall file a building permit application and all other associated permit applications with the Chief Building Official of the City or his designee (collectively hereinafter referred to as the "Chief Building Official"). No work shall be performed in furtherance of the Project until the required permits have been obtained. Required permits will include all permits that would be required if the Project were located within the incorporated limits of the City. The Church must comply with all orders and directives of the Chief Building Official and his designees. In order to occupy the building, the Church agrees that it must obtain the required certificates of occupancy. Should it fail to do so,the Church herein agrees that it will be enjoined from using the structures. 1.02 Payment of Fees. The Church understands and agrees that it will be subject to the permit fees, inspection and plan review fees as specified in Sections 18-127, 18-255, 18-462, 18-589, 18-623, and elsewhere in the of the Code of Ordinances, as applicable, as the same now exists or may hereinafter be amended. Agreement for Inspection Services,Page 1 1.03 Inspection Requests. It shall be the duty and responsibility of the Church to request inspections at critical phases of the Project and as may otherwise be required by the codes and ordinances of the City. The Project site shall remain accessible and exposed for inspection purposes until approved. Approval as a result of an inspection shall not be construed to be an approval of a violation of the provisions of the City's codes or ordinances. Inspections presuming to give authority to violate or cancel the provisions of the City's codes and ordinances are invalid. Neither the City nor its officers, agents or employees shall be liable for expense entailed in the removal or replacement of any material required to allow inspection. 1.04 Indemnification. THE CHURCH AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF, OR IN CONNECTION WITH THE WORK DONE BY THE CHURCH UNDER THIS CONTRACT CAUSED BY (I) THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER PERSON OR ENTITY AND/OR (II) THE SOLE OR JOINT NEGLIGENCE OF CHURCH. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH CHURCH AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CHURCH TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF (I) THE CITY'S OWN NEGLIGENCE WHEN THAT NEGLIGENCE IS CONCURRENT WITH ANY OTHER PERSON OR ENTITY OF THE RESULTING INJURY DEATH OR DAMAGE AND/OR (II) CHURCH'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, CHURCH FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Agreement for Inspection Services,Page 2 1.05 Release. By this Agreement, the City does not consent to litigation and expressly revokes any consent to litigation that it may have granted by the terms of this Agreement, any charter, or applicable state law. The Church assumes full responsibility for the Project and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to or death of any person (whether they be either of the parties hereto, their employees,or other third parties)and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Project. This release includes the cost of defense of any claim and any loss of or damage to property (whether property of the parties or of third parties) that is caused by or alleged to be caused by, arising out of, or in connection with the Project whether or not said claims, demands, and causes of action are covered in whole or in part by insurance. H. CITY'S RESPONSIBILITIES 2.01 Provision of Services. a. Generally. The Chief Building Official of the City shall receive the Church's applications, review construction documents, and issue permits as appropriate, perform inspections, and enforce compliance with the provisions of the City's codes and ordinances. b. Inspections. Except as otherwise provided herein, the Chief Building Official shall make all of the required on-site inspections of all building components, including the building, electrical, mechanical and plumbing systems, at various stages of construction of the Project to determine compliance with all applicable codes and ordinances of the City of Baytown. C. Documents and Information. The Chief Building Official shall be entitled to rely on the accuracy of information provided by the Church or its consultants. Additionally, the Chief Building Official shall keep official records of applications received, permits and certificates issued, fees collected, reports of inspections made, and notices and orders issued. 2.02 Limitation of Services. The City is not required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work,but shall be required to make inspections in response to inspection requests from the Church. It is expressly understood and agreed that the City shall neither have control over or charge of, nor be responsible for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Project. Neither observations by the Chief Building Official nor inspections, tests, or approvals made by the Chief Building Official shall relieve the Church or its contractors from its obligation to perform the work in accordance with the requirements of the codes and ordinances of the City. Furthermore, the designing engineer of the foundation, structural steel and masonry wall is responsible for inspecting, certifying and providing a letter to the City certifying these elements are constructed in accordance with his/her design. Agreement for Inspection Services,Page 3 III. TERM Except as otherwise provided herein, this Agreement is effective on the date the City Manager signs this Agreement until a satisfactory final inspection of all building components by the Church. This Agreement, however, may be terminated with or without cause by the City upon (60) days' prior written notice. IV. MISCELLANEOUS PROVISIONS 4.01 Entire Agreement. This instrument contains the entire Agreement between the parties relating to the rights hereunder granted and the obligations herein assumed. Any oral representation or modifications concerning this Agreement shall be of no force or effect, excepting a subsequent modification in writing signed by all parties hereto. 4.02 Compliance with Applicable Laws. The Church and the City shall comply with all rules, regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. 4.03 Assignment. The Church may not sell or assign all or part interest in activities to another party or parties without the express written approval of the City Manager of such sale or assignment. 4.04 Notices. Except as otherwise provided herein, all notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: CHURCH Second Baptist Church,City of Baytown,of Harris County,Texas 500 E.James Baytown,TX 77520 Fax No. (281)422-6572 CITY City of Baytown Attn: City Manager P.O.Box 424 Baytown,TX 77522 Fax No. (281)420-6586 4.05 Non-waiver. 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. 4.06 Governing Law. 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 Agreement for Inspection Services,Page 4 execution or performance. The place of making and the place of performance for all purposes shall be Baytown,Harris County,Texas. 4.07 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 full force and effect. 4.08 No Right to Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the Church hereby agree that no claim or dispute between the City and the Church arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act(9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including,but not limited to,the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the Church consents to be joined in the arbitration proceeding if the Church's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 4.09 No Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third party,but rather,shall bind and benefit the Church and the City only. 4.10 Headings. The article and section headings are used in this Agreement for convenience and reference purposes only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement and shall have no meaning or effect upon its interpretation 4.11 Ambiguities.ice. 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. 4.12 Agreement Read. The parties acknowledge that they have read,understand and intend to be bound by the terms and conditions of this Agreement. 4.13 Authori . 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 heshe represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to an orig' al, but all of which shall constitute but one and the same Agreement on the Clay of _, 2008, the date of execution by the City Manager of the City of Baytown. CITY OF A GARRISON C.B BACK,City Manager AT EST: A% J� KAY IE DARNEL ,City Clerk Q 7P J Agreement for Inspection Services,Page 5 APPROVED AS TO FORM: ck/�At�'� JO&ACIO RAMIREZ, SR., 'ty Attorney SECOND BAPTIST CHURCH,CITY OF BAYTOWN,OF HARRIS COUNTY,TEXAS. (Signature) ---; C e4'1� (Printed Name) �� (O( (� - (Title) STATE OF TEXAS § COUNTY OF HARRIS § Before me, mare n �4o-f ne jr , the undersigned notary public, on this day personally appeared Tommy Clements the Senior Pastor of SECOND BAPTIST CHURCH, CITY OF BAYTOWN, OF HARRIS COUNTY,TEXAS,on behalf of such corporation known to me; proved to me on the oath of ; or proved to me through his/her current {description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this Qtr ay of Z�L k 92008. C � d BEN L.HORNER No Public in -and for the State of N@"public,State of Texas Texas 0oiltffll69fon Expires May 9,2010 My commission expires: R:1KarenlFileslContracts'Second Baptist ChurchtlnspectionServices.doc Agreement for Inspection Services,Page 6 Exhibit"A" th tot th 1 ike{ i6si � a? F:3�3�g , x roy ayasaiia "at ..,..•n" a "gaflaq`4yy a'EY tgg6;aeli fi:btd i�� ;ccccccccf � 41 L L 8 8 y t L G b 9 i W flagat,flMva $ 4 t a b�; �E�~ C) l y��1 ddfg'18�aF i � 4�y�e C 4nt•aY `fit �ad{g1 ,agat � _ t J }r 4p BRtd�a� _•� t v S A ■ J ?� `'r 1llll1ll1IL� ��fry a w -r•s+�a■m�_ty -----------i"Lan — --- —�--- 1�� ,xaanr r.,F anon cx�or aar parr p � err\ �w?•iP ;emu g� -�6�ada tic E� JJJit t, 7 c tllI It 11. 1 1 1 P 'fit. .84 o .iy 1}ll r Li l IN tit tll� mn■+� �Ziwb 1 [t`� � t r ��f[�� a`�` [��• as `}��j�t } �l_ F •� • [ t r t ,•. 'I� f r �'t ilia1 1