Ordinance No. 11,534ORDINANCE NO. 11,534
AN ORDINANCT OFTI -IF"'CITY COUNCIL OF, '1111." CITY OF BAYTOWN
TF.XAS, Au'ri-ioRiZINGTI-11 MAYOR TO EM.'CUTE" A St B DE V 1 FI'R
AGRETNIFNT WITH WANAMAUR BAYTO'WN ONE, 1,J)" THE
BA 'TOWN IZI'D1-'\Il�"1.01'N4EN'I'AIJ'I'I IORITY AND, TI IF, RFIINVES'FMI-'NT
ZONE NUMBFR O'NF,, CITY OP BAYTOWN, "I'l",XAS, 1"OR
RFlMB(JRSEMFI'NTS OF PUBLIC IMPROVI'MEN]"S AT (JARTH ROAD
AND HUNT ROAD; AND PROVIDIN(I FOR THE E` FFI "CTI V 17 DATE
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 4: * * * * * * * * * * * * * * *
BL" 11' ORDAINED BY THE CF FY COUNCIL OF 'THE CITY OF RAYTOWN,
TEXAS:
Section 1: That thC ("ity COMICil cal' tlac City Of f3aytOXV11, "I'exas, hereby authorizes
the Mayor to execute and the City Clerk to a(lest to a Subdeveloper Agreenient with Wanamaker
Baytown One, I—R, the Baytown Redevelopment Authority and the Reinvestment Zone Number
One, City cat Baytown, Texas, I*or reimbursements ofpublic improvenictits at Garth Road and
I-ILIIIt Road, A cop), ot'saidagrectnent is attached hereto as Exhibit "A,"and incorporated hercin
for all intents and purposes,
Section 2: This ordinance shall take effect ininiediately from and aher its passage by
tile City COLIIICil ofthe City of Baytown.
INTRODUCI'D, Rl"'AD and PASSI;D by theal'tirmative vote,4rfthe Cli"'ty Council ofthe
ofBaytown this the 30"' day of December, 2010. // -1111,
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STFTHEN
DONCAR-LOS, Mayor.
SUBDEVELOPER AGREEMENT
9.41
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This SUBDEVELOPER AGREEMENT (this "Agreement"), dated
is made by and between REINVESTMENT ZONE NUMBER ONE, CITY OF
BAYTOWN, TEXAS ("BaytOUM Zone"), a tax increment reinvestment zone created by
the City of Baytown, Texas (the "City") pursuant to Chapter 311 of the Texas Tax Code,
as amended, acting by and through its governing body, the Board of Directors (the
"Zone Board"), BAYTOWN REDEVELOPMENT AUTHORITY ("Baytowm Autliority"), a
local government corporation created and organized under the provisions of the Texas
Transportation Corporation Act, Chapter 431,Transportation Code, and authorized and
approved by the City under Resolution No. 1516 adopted on October 25, 2001, acting
by and through its governing body, the Board of Directors (the "Baytoum Board"), THE
CITY OF BAYTOWN,TEXAS (the "City"), a Texas home-rule city, and WANAMAKER
BAYTOWN ONE, L.P. (the "Developer").
RECITALS
WHEREAS, by Ordinances No. 9197 and 9275 and by Resolution 1516 the City
Council of the City created the Baytown Zone in the City pursuant to Chapter 311 of the
Texas Tax Code, as amended, and pursuant to a Preliminary Project Plan and
Preliminary Reinvestment Zone Financing Plan, and appointed its Board of Directors
("TIRZ Ordinance"); and
WHEREAS, by Ordinance No. 9275, the City Council of the City enlarged the
Baytown Zone in the City pursuant to Chapter 311 of the Texas Tax Code, as amended,
and pursuant to a Preliminary Project Plan and Preliminary Reinvestment Zone
Financing Plan, and appointed its Board of Directors("TIRZ Ordinance"); and
WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone
Financing Plan (the "Project Plan") and submitted the final Project Plan to the City
Council of the City for approval; and
WHEREAS, the City Council approved the final Project Plan by Ordinance No.
9290; and
WHEREAS, the City authorized the creation of the Baytown Authority to aid,
assist and act on behalf of the City in the performance of the City's governmental
functions with respect to the common good and general welfare of Baytown and
neighboring areas as described in the TIRZ Ordinance; and
WHEREAS, the City, the Baytown Zone and the Baytown Authority have
entered into that certain Agreement dated November 24, 2001, and approved as
Ordinance No. 9271 (the "Baytown Agreement"), pursuant to which the City and the
Baytown Zone contracted with the Baytown Authority to administer the Baytown Zone
including, but not limited to, the power to engage in activities relating to the acquisition
and development of land, to construct and improve infrastructure in Baytown, to enter
into development agreements with Developer/ builders in Baytown, and to issue, sell
or deliver its bonds, notes or other obligations in accordance with the terms of the
Baytown Agreement upon the approval of the City Council of the City; and
WHEREAS, the Baytown Agreement further provides that the Baytown
Authority must obtain the prior approval of the City for any project approved in the
Baytown Zone's Project Plan that is constructed or caused to be constructed by the
Baytown Authority; and
WHEREAS, the Texas Tax Code provides that the Baytown Zone may enter into
agreements as the Zone Board considers necessary or convenient to implement the
Project Plan and achieve its purposes; and
WHEREAS, the Baytown Board and the Zone Board have determined that it is in
the best interest of the Baytown Zone and the Baytown Authority to contract with
Developer to provide for the efficient and effective implementation of certain aspects of
the Project Plan; and
WHEREAS, the Baytown Zone, the Baytown Authority and Hunt 90, Ltd., a
Texas limited partnership; Garth -82, LTD., a Texas limited partnership; Ten Garth,
Ltd., a Texas limited partnership; and The William J. Rapson, Jr., Limited Partnership, a
Texas limited partnership (each, a "Landowner "), entered into that certain
Reimbursement Agreement, dated as of April 5, 2005 (the "Landowners' Agreement "),
relating to the development of the construction of Public Improvements with respect to
the Project Site (defined therein) and providing that the Landowners may convey
portions of the Project Site to Subdevelopers and that such Subdevelopers may execute
a Subdeveloper Agreement relating to the construction of such Public Improvements (as
such terms are defined in the Landowners' Agreement), and reimbursement therefor;
and
WHEREAS, the Developer has had conveyed to it a portion of the Project Site,
and the parties intend for this Agreement to constitute a Subdeveloper Agreement
under the Landowners' Agreement, and for references to the "Developer" herein to
constitute references to the " Subdeveloper" under the Landowners' Agreement, and
WHEREAS, the Developer desires to proceed with the development of an urban
project consisting of design and construction of public roadways, waterlines,
wastewater systems, stormwater systems, and traffic signals and related
impreovements on land located within or immediately adjacent and beneficial to the
Baytown Zone to improve infrastructure in Baytown (the "Public Improvements ") prior
to the time that the Baytown Authority can issue its bonds or incur other obligations to
pay the costs of the Public Improvements (as defined herein); and
WHEREAS, the City is willing to act as project manager for the Public
Improvements; NOW THEREFORE,
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and
benefits of this Agreement, the Baytown Zone, the Baytown Authority and the
Developer contract and agree as follows:
ARTICLE 1
GENERAL TERMS
1.1 Definitions. The terms "Agreement," "City," "Baytown Agreement,"
"Baytown Board," "Baytown Authority," "Developer," "Baytown Zone," "Developer,"
"Landowners' Agreement" and "Zone Board" have the above meanings, and the following
terms have the following meanings:
"Act" shall mean the Tax Increment Financing Act, Chapter 311, Texas Tax Code,
as amended.
"Atithorihj Bonds" shall mean the Baytown Authority's tax increment revenue
bonds issued in one or more series pursuant to Section 6.1(H) of this Agreement.
"Available Tax Increment" shall mean funds in the Tax Increment Revenue Fund,
less any funds designated by a participating taxing entity for a specific purpose in its
participation agreement.
"Baytown" shall mean all of the property located within the boundaries of the
Baytown Zone.
"Completion" shall mean completion of construction of the Public Improvements
in accordance with the Plans and Specifications. Completion shall be approved by the
City and certified by the engineering firm engaged by the City to make such
certification.
"Developer Advance" shall mean any funds advanced for eligible improvements
by the Developer pursuant to Section 6.1 of this Agreement and shall include any
interest payable thereon as prescribed in this Agreement.
"Effective Date" means the effective date of this Agreement, being the earlier of
either the date of this Agreement or the effective date of an agreement whereby the
Authority and another party agrees to fund the portion of the costs of the Public
Improvements not funded by this Agreement.
"Parties" or "Partly' shall mean the City, the Baytown Zone, the Baytown
Authority, and the Developer.
"Plans and Specifications" shall mean the designs, plans and specifications for the
Public Improvements prepared or to be prepared by an engineering firm at the
direction of the City in accordance with the Project Plan.
"Pledged Available Tax Increment" shall mean the Available Tax Increment from
the Developer's tract within the Baytown Zone described in Exhibit A.
"Project Costs" shall mean the cost of the Public Improvements.
"Project Plan" means the Project Plan and Reinvestment Zone Financing Plan for
Reinvestment Zone Number One, City of Baytown, as approved by the City Council on
December 13, 2001, and as thereafter amended and approved by the City Council.
"Public Improvements" shall have the meaning provided in Article 3 of this
Agreement.
"State" shall mean the State of Texas.
"Tax Increment Revenue Fund" shall mean the special fund established by the
Baytown Authority and funded with payments made by the City and any other
participating Taxing Units, pursuant to the Baytown Agreement.
"Taxing Unit" shall mean individually and collectively, the City and any other
taxing units participating in the Baytown Zone.
1.2 Singular and Plural. Words used herein in the singular, where the context
so permits, also include the plural and vice versa. The definitions of words in the
singular herein also apply to such words when used in the plural where the context so
permits and vice versa.
ARTICLE 2
REPRESENTATIONS
2.1 Representation of Baytown Authority. The Baytown Authority hereby
represents to the Parties that.
(A) The Baytown Authority is duly authorized, created and existing in
good standing under the laws of the State and is duly qualified and authorized to carry
on the governmental functions and operations as contemplated by this Agreement.
(B) The Baytown Authority has the power, authority and legal right to
enter into and perform this Agreement and the execution, delivery and performance
hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate
any applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the Baytown Authority under any agreement or instrument to which
the Baytown Authority is a party or by which the Baytown Authority or its assets may
be bound or affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
(D) This Agreement has been duly authorized, executed and delivered
by the Baytown Authority and, constitutes a legal, valid and binding obligation of the
Baytown Authority, enforceable in accordance with its terms except to the extent that (i)
the enforceability of such instruments may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws of general application in effect from time
to time relating to or affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific performance may be unavailable.
(E) The execution, delivery and performance of this Agreement by the
Baytown Authority does not require the consent or approval of any person which has
not been obtained.
(F) The Baytown Authority has an exemption from the payment of
sales and use taxes pursuant to the statute under which the Baytown Authority was
created.
2.2 Representation of Baytown Zone. The Baytown Zone hereby represents to
the Parties that:
(A) The Baytown Zone is duly authorized, created and existing in good
standing under the laws of the State and is duly qualified and authorized to carry on
the governmental functions and operations as contemplated by this Agreement.
(B) The Baytown Zone has the power, authority and legal right to enter
into and perform this Agreement and the execution, delivery and performance hereof
(i) have been duly authorized, (ii) to the best of its knowledge, will not violate any
applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the Baytown Zone under any agreement or instrument to which the
Baytown Zone is a party or by which the Baytown Zone or its assets may be bound or
affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
(D) This Agreement has been duly authorized, executed and delivered
by the Baytown Zone and constitutes a legal, valid and binding obligation of the
Baytown Zone, enforceable in accordance with its terms except to the extent that (i) the
enforceability of such instruments may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws of general application in effect from time
to time relating to or affecting the enforcement of creditors' rights and (ii) certain
equitable remedies including specific performance may be unavailable.
(E) The execution, delivery and performance of this Agreement by the
Baytown Zone does not require the consent or approval of any person which has not
been obtained.
2.3 Representation of the City. The City hereby represents to the Parties that:
(A) The City is a Texas home -rule City duly incorporated under the
laws of the State and is duly qualified and authorized to carry on the governmental
functions and operations as contemplated by this Agreement.
(B) The City has the power, authority and legal right to enter into and
perform this Agreement and the execution, delivery and performance hereof (i) have
been duly authorized, (ii) to the best of its knowledge, will not violate any applicable
judgment, order, law or regulation, and (iii) do not constitute a default under, or result
in the creation of, any lien, charge, encumbrance or security interest upon any assets of
the City under any agreement or instrument to which the City is a party or by which the
City or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered
by the City and, constitutes a legal, valid and binding obligation of the City, enforceable
in accordance with its terms except to the extent that (i) the enforceability of such
instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws of general application in effect from time to time relating to or
affecting the enforcement of creditors' rights and (ii) certain equitable remedies
including specific performance may be unavailable.
(D) The execution, delivery and performance of this Agreement by the
City does not require the consent or approval of any person which has not been
obtained.
(E) The City has an exemption from the payment of sales and use taxes
pursuant to the statute under which the City was created.
2.4 Representations of Developer. Developer hereby represents to the Parties
that
(A) Developer is duly authorized, created and existing in good
standing under the laws of the State, is qualified to do business in the State.
(B) Developer has the power, authority and legal right to enter into
and perform its obligations set forth in this Agreement, and the execution, delivery and
performance hereof, (i) have been duly authorized, (ii) will not, to the best of its
knowledge, violate any judgment, order, law or regulation applicable to Developer or
any provisions of Developer's by -laws or limited partnership agreement, and (iii) do
not constitute a default under or result in the creation of, any lien, charge, encumbrance
or security interest upon any assets of Developer under any agreement or instrument to
which Developer is a party or by which Developer or its assets may be bound or
affected.
(C) Developer will have sufficient capital to perform its obligations
under this Agreement at the time it needs to have sufficient capital.
(D) This Agreement has been duly authorized, executed and delivered
and constitutes a legal, valid and binding obligation of Developer, enforceable in
accordance with its terms except to the extent that (i) the enforceability of such
instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws of general application in effect from time to time relating to or
affecting the enforcement of creditors' rights and (ii) certain equitable remedies
including specific performance may be unavailable
2.5 Landowners' Agreement. This Agreement constitutes a Subdeveloper
Agreement under the terms of the Landowners' Agreement. The terms of this
Agreement shall supersede the terms of the Landowners' Agreement with respect to the
Public Improvements that are the basis for this Agreement, particularly:
(i) This Agreement shall satisfy the requirements of Section 4.2(A) of the
Landowners' Agreement with respect to the form of the Subdeveloper Agreement;
(ii) Section 4.2(B) of the Landowners' Agreement shall not apply to this
Agreement;
(iii) The Landowners have not spent any funds for Project Costs that require
reimbursement to the Landowners for the Public Improvements from Pledged
Available Tax Increment, and therefore no allocation of the costs thereof is required
under Section 4.3 (D) of the Landowners' Agreement; and
(iv) To the extent the Developer intends to carry out any other improvements
contemplated by the Landowners' Agreement, a separate Subdeveloper Agreement will
be required to authorize such improvements for reimbursement under the Landowners'
Agreement.
ARTICLE 3
THE PUBLIC IMPROVEMENTS
3.1 Public Improvements. The Public Improvements shall be and include the
design, construction and installation of (1) public roadways, waterlines, wastewater
systems, stormwater systems, and traffic signals and related improvements at the
intersection of Hunt Road and Garth Road and to extend Hunt Road approximately
900' west of the intersection of Garth and Hunt Roads, (2) public roadways, waterlines,
wastewater systems, stormwater systems, and related improvements to widen the
existing section of Hunt Road 250' east from the intersection with Garth Road to a
boulevard section to match the west roadway and to transition to the existing alignment
over the next 300' immediately adjacent to the Baytown Zone, such infrastructure being
more particularly described in the Plans and Specifications (the "Public
Improvements ").
3.2 Project Costs. The estimated Project Costs of the Public Improvements are
described in Exhibit B. The Public Improvements will be developed pursuant to the
Plans and Specifications as soon as practicable following the effective date of this
Agreement. The Project Costs shall include all engineering, design, legal and other
consultant fees and expenses (as further set forth in Section 6.1(A) hereof) related to
such Public Improvements. The Project Costs may be modified with approval of the
Parties.
3.3 Obligation. The Public Improvements shall be designed, acquired,
constructed and implemented in accordance with the Plans and Specifications.
ARTICLE 4
DESIGN AND CONSTRUCTION
4.1 Construction Manager. Subject to receipt of the Developer Advance in
accordance with the Section 6.1 below, the City agrees to design and construct the
Public Improvements and to provide and furnish, or cause to be provided and
furnished, all materials and services as and when required in connection with the
construction of the Public Improvements. The City will obtain all necessary permits
and approvals from all other governmental officials and agencies having jurisdiction,
provide supervision of all phases of construction of the Public Improvements, provide
periodic reports as requested and required by the Baytown Authority of such
construction to the Baytown Board, and cause the construction to be performed in
accordance with the Plans and Specifications.
4.2 Design of the Public Improvements. The City shall prepare or cause to be
prepared the Plans and Specifications for the Public Improvements. Prior to the
commencement of construction or implementation of the Public Improvements, the
Plans and Specifications must be submitted to and approved by the Developer. Once
the Plans and Specifications have been approved by the City, no substantial changes
thereto can be made without the express written approval of the Parties.
4.3 Accounting Upon Completion. Within 90 days after the completion of the
construction of the Public Improvements, the City shall provide the Parties with a final
cost summary of all costs associated with the Public Improvements.
4.4 Conveyance of Easements. If applicable, the Developer shall grant the
City all required temporary construction and access easements necessary to maintain
the Public Improvements. The easements granted must be satisfactory for the intended
purpose as determined by the City.
4.5 Cooperation. The Parties agree that they will cooperate with each other
and provide all necessary information to the Baytown Authority and its consultants in
order to assist the Baytown Authority in complying with the Baytown Agreement,
including, without limitation, the completion of the audit and construction audit
required therein.
ARTICLE 5
DUTIES AND RESPONSIBILITIES OF THE BAYTOWN AUTHORITY
5.1 Baytown Authority Contributions. The Baytown Authority shall pay or
reimburse to the Developer the Project Costs in the amount of the actual costs of the
Public Improvements as more particularly described in and as provided by Articles 3
and 4. The total, actual Project Costs of the Public Improvements, for which the
Baytown Authority shall be responsible under the terms of this Agreement, is estimated
to be $650,000, and the total costs are estimated to be $1,300,000. Project Costs of the
Public Improvements in excess of $650,000 shall be paid by or on behalf of other
developers or other entities. Attached hereto as Exhibit B is a detailed description of
the engineering estimates of the Public Improvements. The Project Costs shall be
financed and funded in accordance with Article 6 hereof. In the event a portion of the
Public Improvements is determined to be ineligible under the Act, the Project Costs
shall be reduced by the amount of such ineligible Public Improvements. If the Baytown
Authority has already repaid the Developer for such ineligible Public Improvements in
accordance with this Agreement, the Parties agree that the Developer shall reimburse
the Baytown Authority for such repayment within 30 days of receipt of an invoice from
the Baytown Authority and all such sums shall bear interest at the rate established in
section 6.1(F) from the date past due until the date of such reimbursement. Should the
Developer fail to timely pay such amount, the Baytown Authority may, in its sole
discretion, withhold the amount due, including accrued interest, from future payments.
5.2 Project Costs. The Baytown Authority shall reimburse the entire Project
Costs in accordance with this Agreement, up to the amount of the Developer Advance.
ARTICLE 6
PUBLIC IMPROVEMENTS FINANCING AND FUNDING
6.1 Developer Advance.
(A) Within 30 days of notice to the Developer of the Effective Date, the
Developer will deposit $85,000.00 with the Baytown Authority to cover a portion of the
estimated Project Costs, including, without limitation, all costs of design, engineering,
surveying, bid documents, construction documents, and labor, arising in connection
with the design, engineering and solicitation of public bids for the Public
Improvements, including all payments arising under any contracts entered into by the
City pursuant to this Agreement, all costs incurred in connection with obtaining
governmental approvals, certificates or permits (including any building permit fees)
required as a part of any contracts entered into in accordance with this Agreement and
all related legal fees incurred in connection therewith. Upon written agreement from
the Developer to proceed with the Public Improvements and within 30 days of notice to
the Developer of the date that public bids will be opened, the Developer will deposit
$565,000.00 with the Baytown Authority to cover half the estimated balance of the
Project Costs, including, without limitation, all costs of design, engineering, surveying,
materials, labor, construction, and inspection, arising in connection with the Public
Improvements, including all payments arising under any contracts entered into by the
City pursuant to this Agreement, all costs incurred in connection with obtaining
governmental approvals, certificates or permits (including any building permit fees)
required as a part of any contracts entered into in accordance with this Agreement and
all related legal fees incurred in connection therewith. Upon completion of the Public
Improvements, as described in Section 4.3 of this Agreement, a full accounting will be
taken. If 50% of the actual Project Costs exceed the amount the advanced by the
Developer, the Developer shall remit the additional funds to the Baytown Authority
within 30 days of notification. If the Project Costs are less than the amount advanced by
the Developer, the Baytown Authority shall remit any remaining funds to the
Developer within 30 days.
(B) After completion of the Public Improvements, the Baytown
Authority, at its expense, shall hire a certified public accountant to calculate the amount
due the Developer and shall prepare and submit a report to the Baytown Board and
send a copy to the City Manager. Interest (as defined in Subsection 6.1(F)) on the
Developer Advance made pursuant to this Subsection shall accrue from the date the
Developer Advance until two years after the completion of the Public Improvements;
provided that, in any event, interest shall accrue for no more than three and one -half
years. At such time as funds are available to pay all or any portion of the Developer
Advance made hereunder, the Baytown Authority, at its expense, shall hire a certified
public accountant to calculate the amount due the Developer and shall prepare and
submit a report to the Baytown Board and send a copy to the City Manager certifying
(1) the amount due the Developer for the Developer Advance being repaid with interest
calculated thereon as specified herein and (2) that funds are available to make such
payment. Upon receipt of such report, the Baytown Board shall promptly authorize
and make payment to the Developer.
(D) If, upon Completion of the Public Improvements, the Baytown
Authority does not have sufficient funds to reimburse to the Developer the unpaid
balance of the Project Costs, the Developer shall be deemed to have advanced to the
Baytown Authority an amount equal to the difference between (i) the amount of the
Project Costs which has been previously paid by the Baytown Authority to the
Developer and (ii) the final cost of the Public Improvements as evidenced by
documentation approved by the Baytown Board in accordance with Section 4.3.
(E) The Baytown Authority shall begin repaying the Developer
Advance, and shall continue such repayment until repaid in full, on the earliest date
that funds are available from any of the following sources:
(1) proceeds from the sale of applicable Baytown Authority
Bonds; or
(2) the available Pledged Available Tax Increment Fund.
Notwithstanding the above, the City shall have no claim to any of the Pledged
Available Tax Increment generated from the Subdeveloper Project Site until the
Subdeveloper has been reimbursed in full under this Agreement.
(F) Interest on the Developer Advance shall accrue at the prime rate of
JPMorgan Chase Bank, National Association. Interest shall be calculated on the basis of
a year of 360 days and the actual days elapsed (including the first day but excluding the
last day) occurring in the period for which such interest is payable, unless such
calculation would result in a usurious rate, in which case interest shall be calculated on
the per annum basis of a year of 365 or 366 days, as applicable, and the actual days
elapsed (including the first day but excluding the last day). In no case shall the interest
rate exceed one percent per month.
(G) The Baytown Authority's obligation to pay a Developer Advance is
limited to the Developer's Pledged Available Tax Increment. The rights of the
Developer in and to its Pledged Available Tax Increment granted herein are subject
only to (i) the rights of any holders of bonds, notes or other obligations that have been
heretofore or are hereafter issued by the City or any other participating taxing unit that
are payable from and secured by a general levy of ad valorem taxes throughout the
taxing jurisdiction of the City or any other participating taxing unit, (ii) the rights of any
of the holders of bonds and notes that are hereafter issued or incurred by the Baytown
Authority and which are secured by a pledge of the Pledged Available Tax Increment
Fund the proceeds of which are used to fully pay the Project Costs, including all
Developer Advance and accrued interest thereon as set forth in this Agreement, and (iii)
the rights of any of the holders of notes that are hereafter issued or incurred by the
Baytown Authority, which are secured by a pledge, all or a part, of the Pledged
Available Tax Increment Fund, the proceeds of which are used solely to fund the annual
operating and administration budget of the Baytown Authority approved by the
Baytown Board and the City Council of the City. Except in the event that sufficient tax
increment increase does not occur within the term of the Baytown Zone to generate
sufficient revenue to repay the Developer Advance, it shall be the obligation of the
Baytown Authority to repay the Developer Advance and accrued interest thereon as set
forth in this Agreement from the Developer's Pledged Available Tax Increment until
such time as the Developer Advance and accrued interest thereof incurred pursuant to
this Agreement, have been fully repaid or provision for payment thereon to the
Developer shall have been made in accordance with their terms. The Developer
Advance constitute a special obligation of the Baytown Authority payable solely from
the Pledged Available Tax Increment as and to the extent provided in this Agreement.
The Developer Advance do not give rise to a charge against the general credit or taxing
powers of the Baytown Authority, the Baytown Zone, the City, Harris County or any
other Taxing Unit and is not payable except as provided in this Agreement. The
Developer, its successors and assigns, shall not have the right to demand payment
thereof out of any funds of the Baytown Authority other than the Pledged Available
Tax Increment or sources described in Section 6.1(E).
(H) The Baytown Authority will evaluate and consider bond issues to
reimburse the Developer upon the following circumstances:
1) Projected incremental revenue generates 1.25 times coverage for the bonds
over projected annual debt service;
2) Projected incremental revenue will be calculated by multiplying estimated or
certified incremental value from the appraisal district by the participant(s) tax rate(s)
divided by 100 times one minus a reasonable historical tax collection factor times one
minus the City set aside percentage;
3) A reserve fund equal to maximum annual debt service must be funded from
the bond proceeds;
4) Adequate cash or capitalized interest must be set aside to assure payment of
the bonds through the date of the next increment payment;
5) The minimum bond size will be that size that after funding the Reserve Fund,
any capitalized interest and any costs of issuance will allow for a reimbursement to
developers of at least $1.5 million, plus developer interest.
(I) The Baytown Authority shall not issue obligations in accordance
with this Article unless the resulting debt service requirements on all Zone obligations
may be paid in full when due from all money then on deposit in or thereafter required
to be deposited to the Tax Increment Revenue Fund during the term of such Zone
obligations, assuming that (a) the rates at which property taxes are levied by all taxing
units required to make deposits to the Tax Increment Revenue Fund do not change
from the rates at which they most recently levied property taxes, (b) the assessed value
of taxable property (net of exemptions) within the Baytown Zone does not change from
the amount then most recently estimated or certified by the Harris County Appraisal
District, (c) all amounts deposited (or required to be deposited) to the Tax Increment
Revenue Fund bear interest at the City's investment rate until expended, (d) proceeds of
such obligations are deposited to and set aside as capitalized interest in the amount
approved by the City Manager, and (e) the Tax Increment Revenue Fund is expended in
each year to pay administrative expenses of the Zone in an amount equal to the product
of (i) the total amount of such expenses budgeted in the Zone's most recent operating
budget and (ii) a fraction, the numerator of which is the current Pledged Available Tax
Increment and the denominator of which is the total current Tax Increment.
a) The Baytown Authority shall provide to the Developer, upon the
written request of the Developer, all information in its possession relevant to the
computation of the funds for payment of the Project Costs under this Section.
(K) The Baytown Zone and the Baytown Authority shall endeavor to
cause each Taxing Unit to collect all ad valorem taxes due on property located within
the Baytown Zone and shall endeavor to cause such Taxing Units to deposit all tax
increments due with the City for transfer to the Tax Increment Revenue Fund pursuant
to the Baytown Agreement.
ARTICLE 7
[RESERVED]
ARTICLE 8
DEFAULT
If a Party does not perform its obligations hereunder in compliance with this
Agreement in all material respects, in addition to the other rights given the City under
this Agreement, the other Parties may enforce specific performance of this Agreement
for any such default if such default is not cured or is not commenced and diligently
pursued within 90 days after receipt by the non - performing Party of a written notice
detailing the event of default. Failure of a project to generate sufficient tax increment
increase to repay Developer Advance is not a default on the part of the Baytown
Authority or the Baytown Zone.
ARTICLE 9
GENERAL
9.1 Inspections, Audits. The City shall allow the other Parties access to
documents and records in the City's possession, custody or control that the other
Parties deem necessary to assist them in determining the City' compliance with this
Agreement.
9.2 City' Operations and Employees. No personnel supplied or used by the
City in the performance of this Agreement shall be deemed employees, agents or
contractors of the other Parties for any purpose whatsoever. The City shall be solely
responsible for the compensation of all such personnel, for withholding of income,
social security and other payroll taxes and for the coverage of all worker's
compensation benefits. Under no circumstance shall the other Parties be deemed
responsible for compensation of the above.
9.3 Personal Liability of Public Officials. To the extent not limited by State
law, no director, officer, employee or agent of the City, the Baytown Zone or the
Baytown Authority shall be personally responsible for any liability arising under or
growing out of this Agreement.
9.4 Notices, Any notice sent under this Agreement (except as otherwise
expressly required) shall be written and mailed via certified mail, return receipt
requested, or sent by electronic or facsimile transmission confirmed by mailing written
confirmation via certified mail, return receipt requested at substantially the same time
as such electronic or facsimile transmission, or personally delivered to an officer of the
receiving party at the following addresses:
CITY
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77522 -0424
FAX: 281420 -5891
with a copy to:
City Attorney
City of Baytown
P. O. Box 424
Baytown, Texas 77522 -0424
FAX: 281420 -5891
BAYTOWN ZONE
Reinvestment Zone Number One, City of Baytown,
c/o Hawes Hill & Associates
10103 Fondren Road, Suite 300
Houston, Texas 77096
Attn: David Hawes
FAX: (713) 541 -0996
BAYTOWN AUTHORITY
Baytown Redevelopment Authority
c/o Hawes Hill & Associates
10103 Fondren Road, Suite 300 Houston, Texas 77096
Attn: David Hawes
FAX: (713) 541 -0996
DEVELOPER
Wanamaker Baytown One, L.P.
c/o Gulf Coast Commercial Management, Inc.
3120 Rogerdale, Suite 150
Houston, Texas 77042
Attn: James L. Walker
FAX: 713.532.1969
Each Party may change its address by written notice in accordance with this Section.
Any communication addressed and mailed in accordance with this Section shall be
deemed to be given when so mailed, any notice so sent by electronic or facsimile
transmission shall be deemed to be given when receipt of such transmission is
acknowledged, and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by, the other Parties, as the case may
be.
9.5 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if such amendment or waiver is in writing and is signed by the
Parties. No course of dealing on the part of the Parties, nor any failure or delay by the
Parties with respect to exercising any right, power or privilege of the Parties under this
Agreement shall operate as a waiver thereof, except as otherwise provided in this
Section.
9.6 Successors and Assigns. All covenants and agreements contained by or
on behalf of the Baytown Authority and the Baytown Zone in this Agreement shall bind
their successors and assigns and shall inure to the benefit of the City and their
successors and assigns. The Baytown Authority and the Baytown Zone may assign its
rights and obligations under this Agreement or any interest herein, with the prior
written consent of both City. Except as provided above, this Agreement may not be
assigned without the written permission of the other Parties.
9.7 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached
to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict
between any of the provisions of such exhibits and the provisions of this Agreement,
the provisions of this Agreement shall prevail. All titles or headings are only for the
convenience of the parties and shall not be construed to have any effect or meaning as
to the agreement between the parties hereto. Any reference herein to a Section or
Subsection shall be considered a reference to such Section or Subsection of this
Agreement unless otherwise stated. Any reference herein to an exhibit shall be
considered a reference to the applicable exhibit attached hereto unless otherwise stated.
9.8 Construction. This Agreement is a contract made under and shall be
construed in accordance with and governed by the laws of the United States of America
and the State of Texas.
9.9 Venue. All parties hereby irrevocably agree that any legal proceeding
arising out of or in connection with this Agreement shall only be brought in the District
Courts of Harris County, Texas or in the United States District Court for the Southern
District of Texas, in Houston, Texas.
9.10 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.
9.11 No Third Party Beneficiaries. This Agreement shall not bestow any rights
upon any third party, but rather, shall bind and benefit the Parties hereto only.
9.12 No Partnership. Nothing herein contained shall be construed or held to
make the Parties hereto partners in the conduct of any business.
9.13 Entire Agreement This written agreement represents the final agreement
between the parties, unless later amended in writing and signed by the parties and may
not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.
9.14 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.
9.15 Non - Waiver. Failure of either party hereto to insist on the strict
performance of any of the agreements contained herein or to exercise any rights or
remedies accruing hereunder 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 or to exercise any right or
remedy occurring as a result of any future default or failure of performance.
9.16 Multiple Originals. It is understood and agreed that this Agreement may
be executed in a number of identical counterparts each of which shall be deemed an
original for all purposes.
9.17 Term. This Agreement shall be in force and effect from the date of
execution hereof for a term expiring on the later of (i) December 31 in the year following
Completion of the Public Improvements, or (ii) the date the Developer Advance have
been repaid in full. If the Baytown Authority is dissolved, the Baytown Agreement
requires that the City shall make satisfactory arrangements to provide for the payment
of the obligations to the Developer of the Baytown Authority hereunder.
9.18 Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by any of the parties, the parties agree that
such approval or consent shall not be unreasonably withheld or delayed.
9.19 Additional Actions. The parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications as
may be necessary or appropriate, from time to time, to carry out the terms, provisions
and intent of this Agreement and to aid and assist each other in carrying out said terms,
provisions and intent.
IN WIT NE ��,q'��-�-EREO e a 'e§�ereto have caused this instrument to he
duly executed s f 1
CITY OF B O ,TEXAS
By:
ayor
tr
W
r
City Secre
APPROVED A-
By:
Title:_iTY 4na—p- 1
REINVE TMENT NUMBER ONE, CITY OF BAYTOWN
By:
hairman
ATTEST: y�
By:
Secretary
BAYTO REDEV MENT AUTHORITY
By:
hairman
ATTEST: y�
By:
ecretary
AQ,
WANAMAKER BAYTOWN ONE,L.P.,
A Texas limited partnership,
by its general partner
GULF COAST COMM RCI ANAGEMENT, INC.
By.
Name: tx
Title: e, s a
For the purposes of this Agreement only, the Landowners by their signatures below
consent to the substitution of this form for that incorporated in Section 4.2 is of the
Landowner Agreement.
HUNT 90, LTD.,a Texas limited partnership
BY:
Leo B. Womack,General Partner
By:
George Gilman,General Partner
GARTH-82, LTD., a Texas limited partnership
By:
Leo B.Womack,General Partner
By:
George Gilman,General Partner
TEN GARTH,LTD., a Texas limited partnership
By:
Leo B. Womack, General Partner
WANAMAKER BAYTOWN ONE, L.P.,
A Texas limited partnership,
by its general partner
GULF COAST COMMERCIAL MANAGEMENT, INC.
By:
Name:
Title:
For the purposes of this Agreement only, the Landowners by their signatures below
consent to the substitution of this form for that incorporated in Section 4.2 is of the
Landowner Agreement.
HUNT 90, LTD., a Texas limited partnership
Leo B. Womack,General Partner
By:
Georg ilman,General Partner
GARTH-82, LTD., a Texas limited partnership
By:
Leo B. Womack,General Partner
B y• /Z;-1 '
Geor it an, General Partner
TEN GARTH, LTD., a Texas limited partnership
By:
Leo B. Womack,General Partner
By:
Georgeffilrr6n,General Partner
THE WILLIAM J. RAPSON,JR., LIMITED PARTNERSHIP, a Texas limited partnership
By: Rapson,LLC, a Texas limited liability company,General Partner
By:
Name: G-Oc>
Title:
I .A1I
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STATE OF TEXAS)
COUNTY OF HARRIS)
OVERALL TRACT)
FIELD NOTES of a 12.6572 acre tract of land situated in the W. C. R. R. Co. Survey No.
1, Abstract 899, Harris County, Texas and being out of and a part of that certain 82.9475
acre tract of land (surveyed to contain 83.0322 acres) conveyed by Gerald L. Smith to
George Gilman, Trustee, by Deed dated April 28, 1978 and recorded under County
Clerk's File No. F591325 of the Deed Records of Harris County, Texas. This 12.6572
acre tract of land is more particularly described by the following metes and bounds, to-
wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL
COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM,
SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL
DISTANCES. SCALE FACTOR = 0.99989949. REFERENCE IS MADE TO THE
MAP OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS
DESCRIPTION.
BEGINNING at a 5/8 inch iron rod, with cap (BHA), found in the West right -of -way line
of Garth Road (I 10 feet wide right -of -way) for the Northeast comer of that certain
residue of 145.840 acres conveyed by United States of America to John Santavy, et ux,
by Deed dated January 1, 1944 and recorded in Volume 1327 at Page 1 of the Deed
Records of Harris County, Texas and the Southeast comer of said 83.0322 acres. Said
BEGINNING POINT has a State Plane Coordinate Value of Y= 13,858,281.23 and
X= 3,243,099.37.
THENCE: South 77 °09' 15" West along the South line of this tract, the South line of said
83.0322 acres and the North line of said residue of said 145.840 acres for a distance of
1089.16 feet to a 'h inch iron rod, with cap, set for the Southwest comer of this tract.
THENCE: North 12 °50'45" West along the Southernmost West line of this tract for a
distance of 380.36 feet to a %: inch iron rod, with cap, set for the Westernmost Northwest
comer of this tract.
THENCE: North 56'37'17" East along the Westernmost North line of this tract for a
distance of 257.12 feet to a '/z inch iron rod, with cap, set for an interior comer of this
tract.
THENCE: North 12'01'11" West along the Northernmost West line of this tract for a
distance of 52.87 feet to a % inch iron rod, with cap, set in the South right -of -way line of
Hunt Road (proposed 120 feet wide right -of -way) for the Northernmost Northwest comer
of this tract.
PAGE 2 — 12.6572 ACRES.
THENCE: North 77 °59' 11" East along the Easternmost North line of this tract for a
distance of 887.21 feet to a'' /z inch iron rod, with cap, set in the West right -of -way line of
said Garth Road and the East line of said 83.0322 acres. Said point has a State Plane
Coordinate Value of Y= 13,858,787.71 and X= 3,243,024.39.
THENCE: South 08 °25' 18" East along the East line of this tract, the East line of said
83.0322 acres and the West right -of -way line of said Garth Road for a distance of 512.06
feet to the PLACE OF BEGINNING and containing within these boundaries 12.6572
acres of land.
SURVEYOR'S CERTIFICATE
I, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify
that the foregoing field notes were prepared in conjunction with an ALTA /ASCM Land
Title Survey made on the ground, under my supervision, in December of 2010 and that
all lines, boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 20`h day of December, A. D.,
2010.
Juliene Ramsey
Registered Professional Land Surveyor No. 4379
10- 3805.12.6572acres.fdn.doc
STATE OF TEXAS)
COUNTY OF HARRIS)
TRACT 1)
FIELD NOTES of a 7.3750 acre tract of land situated in the W. C. R. R. Co. Survey No.
1, Abstract 899, Harris County, Texas and being out of and a part of that certain 82.9475
acre tract of land (surveyed to contain 83.0322 acres) conveyed by Gerald L. Smith to
George Gilman, Trustee, by Deed dated April 28, 1978 and recorded under County
Clerk's File No. F591325 of the Deed Records of Harris County, Texas. This 7.3750
acre tract of land is more particularly described by the following metes and bounds, to-
wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL
COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM,
SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL
DISTANCES. SCALE FACTOR = 0.99989949. REFERENCE IS MADE TO THE
MAP OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS
DESCRIPTION.
COMMENCING at a 5/8 inch iron rod, with cap (BHA), found in the West right -of -way
line of Garth Road (I 10 feet wide right -of -way) for the Northeast corner of that certain
residue of 145.840 acres conveyed by United States of America to John Santavy, et ux,
by Deed dated January 1, 1944 and recorded in Volume 1327 at Page 1 of the Deed
Records of Harris County, Texas and the Southeast corner of said 83.0322 acres. Said
point being the Southeast corner of that certain 1.3381 acres (Tract 4) surveyed this date
and has a State Plane Coordinate Value of Y= 13,858,281.23 and X= 3,243,099.37.
THENCE: South 77'09'15" West along the South line of said 1.338 1, the South line of
said 83.0322 acres and the North line of said residue of said 145.840 acres for a distance
of 230.15 feet to a'' /s inch iron rod, with cap, set for the Southwest corner of said 0.6595
of an acre and the Southernmost Southeast corner and POINT OF BEGINNING of this
tract. Said BEGINNING POINT has a State Plane Coordinate Value of
Y= 13,858,230.07 and 3,242,875.01.
THENCE: Continue South 77'09'15" West along the Easternmost South line of this
tract, the South line of said 83.0322 acres and the North line of said residue of said
145.840 acres for a distance of 253.67 feet to a' /2 inch iron rod, with cap, set for the
Southeast corner of that certain 0.3124 of an acre (Tract 5) surveyed this date. Said point
being an exterior corner of this tract.
THENCE: North 12 °00'49" West along the East line of said 0.3124 of an acre and an
interior line of this tract for a distance of 57.08 feet to a '/2 inch iron rod, with cap, set for
an interior corner of this tract and the Northeast corner of said 0.3124 of an acre.
PAGE 2 — 7.3750 ACRES.
THENCE: South 78 °01'29" West along an interior South line of this tract and the North
line of said 0.3124 of an acre for a distance of 231.30 feet to a'' /2 inch iron rod, with cap,
set for an interior comer of this tract and the Northwest corner of said 0.3124 of an acre.
THENCE: South 12 °00'49" East along an interior line of this tract and the West line of
said 0.3124 of an acre for a distance of 60.59 feet to a'' /2 inch iron rod, with cap, set in the
South line of said 83.0322 acres and the North line of the residue of said 145.840 acres
for the Southwest corner of said 0.3124 of an acre and an exterior corner of this tract.
THENCE: South 77 °09' 15" West along the Westernmost South line of this tract, the
North line of said residue of said 145.840 acres and the South line of said 83.0322 acres
for a distance of 140.01 feet to a %2 inch iron rod, with cap, set for the Southwest comer
of this tract and the Southeast corner of that certain 2.3151 acres (Detention Pond Tract)
surveyed this date.
THENCE: North 12 °01' 11" West along the West line of this tract and the East line of
said 2.1030 acres and at 470.60 feet pass a'h inch iron rod, with cap, set for the Northeast
comer of said 2.3151 acres; in all, a total distance of 523.47 feet to a' /2 inch iron rod,
with cap, set in the South right -of -way line of Hunt Road (proposed 120 feet wide right -
of -way) for the Northwest corner of this tract.
THENCE: North 77'59'11" East along the Westernmost North line of this tract and the
South right -of -way line of said Hunt Road (proposed 120 feet wide right -of -way) for a
distance of 631.50 feet to a'' /2 inch iron rod, with cap, set for the Northernmost Northeast
corner of this tract and the Northwest corner of that certain 1.3167 acres (Tract 2)
surveyed this date.
THENCE: South 12 °00'49" East along the Northernmost East line of this tract and the
West line of said 1.3167 acres for a distance of 221.59 feet to a %2 inch iron rod, with cap,
set for an interior corner of this tract and the Southwest corner of said 1.3167 acres.
THENCE: North 89 °42'25" East along the Easternmost North line of this tract and the
Westernmost South line of said 1.3167 acres for a distance of 58.61 feet to a'h inch iron
rod, with cap, set for an angle point in said line.
THENCE: North 77 °59' 11" East along the Easternmost North line of this tract and the
Westernmost South line of said 1.3167 acres for a distance of 153.60 feet to a' /2 inch iron
rod, with cap, set for an interior corner of this tract and the Southernmost Southeast
comer of said 1.3167 acres.
THENCE: North 08 °25' 18" West along an exterior line of this tract and the
Southernmost East line of said 1.3167 acres for a distance of 10.02 feet to a' /2 inch iron
rod, with cap, set for an interior comer of said 1.3167 acres and an exterior corner of this
tract.
PAGE 3 — 7.3750 ACRES.
THENCE: North 77'59'11 " East along the Easternmost North line of this tract and the
Easternmost South line of said 1.3167 acres for a distance of 30.06 feet to a'' /, inch iron
rod, with cap, set in the West right -of -way line of said Garth Road and the East line of
said 83.0322 acres for the Easternmost Northeast corner of this tract and the Easternmost
Southeast corner of said 1.3167 acres.
THENCE: South 08'25'18" East along the Easternmost East line of this tract, the East
line of said 83.0322 acres and the West right -of -way line of said Garth Road for a
distance of 40.08 feet to a % inch iron rod, with cap, set for the Easternmost Southeast
corner of this tract and the Northeast corner said 1.3381 acres (Tract 3) surveyed this
date.
THENCE: South 77 °59' 11" West along the Easternmost South line of this tract and the
North line of said 1.3381 acres for a distance of 184.85 feet to a'' /z inch iron rod, with
cap, set for an angle point in said line.
THENCE: South 89 °42'25" West along the Easternmost South line of this tract and the
North line of said 1.3381 acres for a distance of 55.47 feet to a'' /2 inch iron rod, with cap,
set for an interior corner of this tract and the Northwest corner of said 1.3381 acres.
THENCE: South 12 °00'49" East along the Southernmost East line of this tract, the West
line of said 1.3381 acres for a distance of 158.63 feet to a'' /: inch iron, with cap, set for an
angle point in said line.
THENCE: South 08'25'18" East along the Southernmost East line of this tract and the
West line of said 1.3381 acres for a distance of 103.73 feet to the PLACE OF
BEGINNING and containing within these boundaries 7.3750 acres of land.
SURVEYOR'S CERTIFICATE
I, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify
that the foregoing field notes were prepared in conjunction with an ALTA/ASCM Land
Title Survey made on the ground, under my supervision, in December of 2010 and that
all lines, boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 201h day of December, A. D.,
2010.
Juliene Ramsey
Registered Professional Land Surveyor No. 4379
l 0- 3805.Tract l .fdn.doc
STATE OF TEXAS)
COUNTY OF HARRIS)
TRACT 2)
FIELD NOTES of a 1.3167 acre tract of land situated in the W. C. R. R. Co. Survey No.
1, Abstract 899, Harris County, Texas and being out of and a part of that certain 82.9475
acre tract of land (surveyed to contain 83.0322 acres) conveyed by Gerald L. Smith to
George Gilman, Trustee, by Deed dated April 28, 1978 and recorded under County
Clerk's File No. F591325 of the Deed Records of Harris County, Texas. This 1.3167
acre tract of land is more particularly described by the following metes and bounds, to-
wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL
COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM,
SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL
DISTANCES. SCALE FACTOR = 0.99989949. REFERENCE IS MADE TO THE
MAP OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS
DESCRIPTION.
COMMENCING at a 518 inch iron rod, with cap (BHA), found in the West right -of -way
line of Garth Road (I 10 feet wide right -of -way) for the Northeast corner of that certain
residue of 145.840 acres conveyed by United States of America to John Santavy, et ux,
by Deed dated January 1, 1944 and recorded in Volume 1327 at Page 1 of the Deed
Records of Harris County, Texas and the Southeast corner of said 83.0322 acres. Said
point being the Southeast corner of that certain 1.3381 acres (Tract 3) surveyed this date.
Said COMMENCING POINT has a State Plane Coordinate Value of Y= 13,858,281.23
and X= 3,243,099.37.
THENCE: North 08125'l 8" West along the East line of said 1.3381 acres (Tract 3), the
Easternmost East line of that certain 7.3750 acres (Tract 1) surveyed this date, the East
line of said 83.0322 acres and the West right -of -way line of said Garth Road and at a
distance of 248.04 feet pass a'' /Z inch iron rod, with cap, set for the Northeast corner of
1.3381 acres and the Easternmost Southeast corner of said 7.3750 acres; in all, a total
distance of 288.12 feet to a %Z inch iron rod, with cap, set for the Easternmost Northeast
corner of said 7.3750 acres and the Easternmost Southeast corner and POINT OF
BEGINNING of this tract.
THENCE: South 77059'l 1 " West along the Easternmost South line of this tract and the
Easternmost North line of said 7.3750 acres for a distance of 30.06 feet to a %z inch iron
rod, with cap, set for an interior corner of this tract and an exterior corner of said 7.3750
acres.
PAGE 2 — 1.3167 ACRES, TRACT 2.
THENCE: South 08'25'18" East along the Southernmost East line of this tract and an
exterior line of said 7.3750 acres for a distance of 10.02 feet to a''V2 inch iron rod, with
cap, set for an interior corner of said 7.3750 acres and the Southernmost Southeast corner
of this tract.
THENCE: South 77 °59' 11" West along the Westernmost South line of this tract and the
Easternmost North line of said 7.3750 acres for a distance of 153.60 feet to a '/: inch iron
rod, with cap, set for an angle point in said line.
THENCE: South 89 °42'25" West along the Westernmost South line of this tract and the
Easternmost North line of said 7.3750 acres for a distance of 58.61 feet to a % inch iron
rod, with cap, set for an interior corner of said 7.3750 acres and the Southwest corner of
this tract.
THENCE: North 12 °00'49" West along the West line of this tract and the Northernmost
East line of said 7.3750 acres for a distance of 221.59 feet to a '/z inch iron rod, with cap,
set in the South line of Hunt Road (proposed 120 feet wide right -of -way) for the
Northernmost Northeast corner of said 7.3750 acres and the Northwest corner of this
tract.
THENCE: North 77 °59' 11" East along the North line of this tract and the South right -of-
way line of said Hunt Road (proposed 120 feet wide right -of -way) for a distance of
255.71 feet to a % inch iron rod, with cap, set in the West right -of -way line of said Garth
Road and the East line of said 83.0322 acres for the Northeast corner of this tract and the
Southeast corner of said Hunt Road. Said point has a State Plane Coordinate Value of
Y= 13,858,787.71 and X= 3,243,024.39.
THENCE: South 08'25'18" East along the East line of this tract, the East line of said
83.0322 acres and the West right -of -way line of said Garth Road for a distance of 223.94
feet to the PLACE OF BEGINNING and containing within these boundaries 1.3167 acres
of land.
SURVEYOR'S CERTIFICATE
1, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the
foregoing field notes were prepared in conjunction with an ALTA /ASCM Land Title Survey
made on the ground, under my supervision, in December of 2010 and that all lines, boundaries
and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 20'h day of December, A. D., 2010.
Juliene Ramsey
Registered Professional Land Surveyor No. 4379
10- 3805.Tract2. fdn.doc
STATE OF TEXAS)
COUNTY OF HARRIS)
TRACT 3)
FIELD NOTES of a 1.3381 acre tract of land situated in the W. C. R. R. Co. Survey No.
1, Abstract 899, Harris County, Texas and being out of and a part of that certain 82.9475
acre tract of land (surveyed to contain 83.0322 acres) conveyed by Gerald L. Smith to
George Gilman, Trustee, by Deed dated April 28, 1978 and recorded under County
Clerk's File No. F591325 of the Deed Records of Harris County, Texas. This 1.3381
acre tract of land is more particularly described by the following metes and bounds, to-
wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL
COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM,
SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL
DISTANCES. SCALE FACTOR = 0.99989949. REFERENCE IS MADE TO THE
MAP OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS
DESCRIPTION.
BEGINNING at a 518 inch iron rod, with cap (BHA), found in the West right -of -way line
of Garth Road (I 10 feet wide right -of -way) for the Northeast corner of that certain
residue of 145.840 acres conveyed by United States of America to John Santavy, et ux,
by Deed dated January 1, 1944 and recorded in Volume 1327 at Page 1 of the Deed
Records of Harris County, Texas and the Southeast corner of said 83.0322 acres. Said
point being the Southeast corner and POINT OF BEGINNING of this tract. Said
BEGINNING POINT has a State Plane Coordinate Value of Y= 13,858,281.23 and
X= 3,243,099.37.
THENCE: South 77'09'15" West along the South line of this tract, the South line of said
83.0322 acres and the North line of said residue of said 145.840 acres for a distance of
230.15 feet to a'' /: inch iron rod, with cap, set for the Southwest corner of this tract and
the Southernmost Southeast corner of that certain 7.3750 acres (Tract 1) surveyed this
date.
THENCE: North 08'25'18" West along the West line of this tract and the Southernmost
East line of said 7.3750 acres for a distance of 103.73 feet to a'' /Z inch iron rod, with cap,
set for an angle point in said line.
THENCE: North 12 °00'49" West along the West line of this tract and the Southernmost
East line of said 7.3750 acres for a distance of 158.63 feet to a % inch iron rod, with cap,
set for the Northwest corner of this tract and an interior corner of said 7.3750 acres (Tract
1).
PAGE 2 — 1.3381 ACRES, TRACT 3.
THENCE: North 89 °42'25" East along the North line of this tract and the Easternmost
South line of said 7.3750 acres for a distance of 55.47 feet to a'' /2 inch iron rod, with cap,
set for an angle point in said line.
THENCE: North 77 °59' 11" East along the North line of this tract and the Easternmost
South line of said 7.3750 acres for a distance of 184.85 feet to a % inch iron rod, with
cap, set in the West right -of -way line of said Garth Road and the East line of said
83.0322 acres for the Northeast corner of this tract and the Easternmost Southeast comer
of said 7.3750 acres.
THENCE: South 08'25'18" East along the East line of this tract, the East line of said
83.0322 acres and the West right -of -way line of said Garth Road for a distance of 248.04
feet to the PLACE OF BEGINNING and containing within these boundaries 1.3381 acres
of land.
SURVEYOR'S CERTIFICATE
I, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify
that the foregoing field notes were prepared in conjunction with an ALTA/ASCM Land
Title Survey made on the ground, under my supervision, in December of 2010 and that
all lines, boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 201h day of December, A. D.,
2010.
Juliene Ramsey
Registered Professional Land Surveyor No. 4379
10- 3805.Tract3.fdn.doc
STATE OF TEXAS)
COUNTY OF HARRIS)
TRACT 4)
FIELD NOTES of a 0.3124 of an acre tract of land situated in the W. C. R. R. Co. Survey
No. 1, Abstract 899, Harris County, Texas and being out of and a part of that certain
82.9475 acre tract of land (surveyed to contain 83.0322 acres) conveyed by Gerald L.
Smith to George Gilman, Trustee, by Deed dated April 28, 1978 and recorded under
County Clerk's File No. F591325 of the Deed Records of Harris County, Texas. This
0.0.3124 of an acre tract of land is more particularly described by the following metes
and bounds, to -wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL
COORDINATES REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM,
SOUTH CENTRAL ZONE, NAD 83. ALL DISTANCES ARE ACTUAL
DISTANCES. SCALE FACTOR = 0.99989949. REFERENCE IS MADE TO THE
MAP OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS
DESCRIPTION.
COMMENCING at a 5/8 inch iron rod, with cap (BHA), found in the West right -of -way
line of Garth Road (I 10 feet wide right -of -way) for the Northeast corner of that certain
residue of 145.840 acres conveyed by United States of America to John Santavy, et ux,
by Deed dated January 1, 1944 and recorded in Volume 1327 at Page 1 of the Deed
Records of Harris County, Texas and the Southeast corner of said 83.0322 acres. Said
point being the Southeast corner and POINT OF BEGINNING of this tract. Said
COMMENCING POINT has a State Plane Coordinate Value of Y= 13,858,281.23 and
X= 3,243,099.37.
THENCE: South 77 °09' 15" West along the South line of this tract, the South line of said
83.0322 acres and the North line of said residue of said 145.840 acres for a distance of
230.15 feet to a'' /2 inch iron rod, with cap, set for the Southwest corner of said 0.6595 of
an acre and the Southernmost Southeast corner of that certain 7.3750 acres (Tract 1)
surveyed this date.
THENCE: Continue South 77'09'15" West along the Easternmost South line of said
7.3750 acres, the South line of said 83.0322 acres and the North line of said residue of
said 145.840 acres for a distance of 253.67 feet to a '/2 inch iron rod, with cap, set for an
exterior corner of said 7.3750 acres and the Southeast corner and POINT OF
BEGINNING of this tract.
THENCE: Continue South 77 °09' 15" West along the South line of this tract, the South
line of said 83.0322 acres and the North line of said residue of said 145.840 acres for a
distance of 231.33 feet to a % inch iron rod, with cap, set for the Southwest corner of this
tract and an exterior corner of said 7.3750 acres.
PAGE 2 — 0.3124 OF AN ACRE, TRACT 4.
THENCE: North 12 °00'49" West along the West line of this tract and an interior line of
said 7.3750 acres for a distance of 60.59 feet to a'' /: inch iron rod, with cap, set for the
Northwest corner of this tract and an interior corner of said 7.3750 acres.
THENCE: North 78 °01'29" East along the North line of this tract and an interior line of
said 7.3750 acres for a distance of 231.30 feet to a %: inch iron rod, with cap, set for the
Northeast corner of this tract and an interior corner of said 7.3750 acres.
THENCE: South 12 °00'49" East along the East line of this tract and an interior line of
said 7.3750 acres for a distance of 57.08 feet to the PLACE OF BEGINNING and
containing within these boundaries 0.3124 of an acre of land.
SURVEYOR'S CERTIFICATE
1, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify
that the foregoing field notes were prepared in conjunction with an ALTA/ASCM Land
Title Survey made on the ground, under my supervision, in December of 2010 and that
all lines, boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 20a' day of December, A. D.,
2010.
Juliene Ramsey
Registered Professional Land Surveyor No. 4379
10 -3 805 .Tract4. fdn.doc
EXHIBIT B
The Public Improvements
Project component Est. Total Cost Developer's Share
Design, Engineers, Plans $ 171,000 $ 85,500
Traffic Signal at the intersection of $ 160,000 $ 80,000
Hunt Road and Garth Road
Extension Hunt Road approximately 900' $ 335,000 $167,500
west of the intersection of Garth and Hunt Roads
Widen the existing section of Hunt Road $ 180,000 $ 90,000
250' east from the intersection with Garth Road
to a boulevard section to match the
west roadway and to transition to the
existing alignment over the next 300'
Utilities (including storm water) $ 180,000 $ 90,000
Misc (including contingency) $ 274,000 $137,000
TOTAL $1,300,000 $650,000