Ordinance No. 14,417ORDINANCE NO. 14,417
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO THE SECOND
AMENDMENT TO THE UTILITY FUNCTIONS AND SERVICES
ALLOCATION AGREEMENT WITH HARRIS COUNTY MUNICIPAL
UTILITY DISTRICT NO. 473, FULLER THOMPSON TEN, LTD, AND
GATEWAY 10 BUSINESS PARK, LLC; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes
and directs the City Manager to execute and the City Clerk to attest to the Second Amendment to
the Utility Functions and Services Allocation Agreement with Harris County Municipal Utility
District No. 473, Fuller Thompson Ten, Ltd, and Gateway 10 Business Park, LLC. A copy
of such amendment is attached hereto as Exhibit "A" and incorporated herein for all intents and
purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown this the 251h day of June, 2020.
BRANDON CAPETILL , Mayor
ATT
L TICIA BRYSCH, City rk
APPROVED AS TO FORM:
KNg"gp
KAREN L. HORNER, Interim City Attorney
R1KamnTile \City Council\Ordimnce \2020Uune 25\SmondAmendment2AllocationAgreementwithHCMUD473Ordinance.doc
Exhibit "A"
SECOND AMENDMENT
TO UTILITY FUNCTIONS AND SERVICES ALLOCATION AGREEMENT
This Second Amendment to Utility Functions and Services Allocation Agreement (this
"Second Amendment") is made and entered into this day of , 2020 (the
"Effective Date") by and between CITY OF BAYTOWN, TEXAS, a municipal corporation
and home -rule city of the State of Texas (the "City"); FULLER THOMPSON TEN, LTD., a
Texas limited partnership and GATEWAY 10 BUSINESS PARK, LLC, a Texas limited
liability company ( collectively the "Developer"); and HARRIS COUNTY MUNICIPAL
UTILITY DISTRICT NO. 473, a political subdivision of the State of Texas, created under the
authority of Article XVI, Section 59 of the Texas Constitution and operating under and governed
by the provisions of Chapters 49 and 54, Texas Water code, as amended (the "District").
RECITALS
WHEREAS, the District, the City and Fuller Thompson Ten, Ltd. ("Fuller") have
previously entered into the Utility Functions and Services Allocation Agreement dated August
31, 2005, as amended December 18, 2017 (the "Agreement") which details the terms and
conditions under which the water distribution, wastewater collection, drainage systems, and road
facilities needed to serve lands being developed within and near the boundaries of the District
will be acquired, conveyed and maintained; and
WHEREAS, the District seeks to annex 58.71 acres, as more particularly described in
Exhibit "A-2" hereto (the "Annexation Tract"), to be developed by Gateway 10 Business Park,
LLC or a related development entity controlled by Ratcliff Development, LLC ("Ratcliff'), to
the District; and
WHEREAS, the parties desire to amend the Agreement to allow the annexation of the
Annexation Tract to the District, add Ratcliff and its successors and assigns as a party to the
Agreement, and to provide the terms of service to the Annexation Tract by the City pursuant to
the terms of the Agreement and this Second Amendment.
AGREEMENT
1. The recitals set forth above are declared true and correct and are hereby consented to,
ratified and incorporated as part of this Second Amendment.
2. The following definition is hereby added to Section 1.1
Annexation Trcict means the 58.71 acres of land to be developed by Ratcliff or a related
development entity as described in Exhibit A-2.
Annexation Tract Points of Connection means the location of the connection of the
wastewater collection system and the water distribution system from the Annexation
Tract to the City system as designed on Exhibit D-1 or such other location agreed to by
the City and the District in writing.
3. The following definitions contained in Section 1.1 are hereby amended as follows:
Developer means Fuller Thompson Ten, Ltd., a Texas limited partnership and its
successors and assigns, and Gateway 10 Business Park, LLC, and its successors and
assigns.
District means the Harris County Municipal Utility District No. 473, organized under the
provisions of Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54
of the Texas Water Code, as amended, and which includes within its boundaries the
approximate 198.0885 acres of land situated wholly within the corporate limits of the
City, as described as Exhibit A, consisting of Exhibits A-1 and A-2.
Tract means the 198.0885 acres of land described in Exhibit A, including the Annexation
Tract and to which the City has agreed to provide the services described in the
Agreement.
4. Exhibit A to the Agreement is replaced with the attached Exhibit A which reflects the
boundaries of the District (the Tract and the Annexation Tract).
5. The following Exhibits attached hereto are added to the Agreement are a part of the
Agreement as though fully incorporated herein:
Exhibit A-2 Description of the Annexation Tract
Exhibit D-1 Description of the Annexation Tract Points of Connection
Exhibit E Declaration of Covenants, Conditions and Restrictions for
Gateway 10 Business Park
6. The following paragraph is added to Section 2.9 "Operation by the
The City and Ratcliff (with the District as a party for limited purposes related to Article
V. Public Infrastructure) have or will enter into the Declaration of Covenants, Conditions
and Restrictions for Gateway 10 Business Park (the "Declarations") in substantially the
form attached hereto as Exhibit E. City, Ratcliff and District obligations pursuant to
Article V. Public Infrastructure are incorporated into this Agreement. Ratcliff hereby
agrees to dedicate Gateway Boulevard Road as a public road on the plat for the
Development Project and agrees to construct, or cause to be constructed, such road in
accordance with the engineering standards, rules and regulations applicable to public
roads within the City and to obtain the City's acknowledgement that the road meets such
public road engineering standards. However, the District has no obligation to maintain
the proposed Gateway Boulevard as defined in the Declarations if it is not dedicated as a
public road on the plat for the Development Project and does not meet City specifications
per City engineering; however, if those conditions described herein are satisfied, the
District will assume maintenance obligations of Gateway Boulevard. The District will
enter into a maintenance agreement with the Association (as defined in the Declarations)
whereby the Association will be responsible for all costs of repair and/or maintenance of
Gateway Boulevard. Gateway Boulevard will be maintained by the District to the
standard of similar types of roads in the City. It is expressly understood and agreed that
the City will have no maintenance or improvement responsibilities for Gateway
Boulevard regardless of the City's approval of the plat or its entry or use of roadway, and,
notwithstanding any provision to the contrary, nothing contained herein imposes or shall
be construed to impose any such duty.
7. The following paragraph(d) is added to Article III, Section 3.1, Development Plan.
(d) Ratcliff understands and agrees that a portion of the consideration for the City to
enter into this Agreement is Ratcliff~s obligation to develop the Annexation Tract
consistent with the Declarations. The City, Ratcliff, and the District agree that Ratcliff
shall develop, and the City shall allow development of, the Annexation Tract in
accordance with the Declarations; provided that the same complies with the Code of
Ordinances and all applicable rules and regulations.
8. Pursuant to Section 7.6 of the Agreement, the Ratcliff's address for notice is:
GATEWAY 10 BUSINESS PARK, LLC
4306 Yoakum Blvd. Suite 365
Houston, TX 77007
Attention:
9. Section 7.7 of the Agreement, Assignability, is hereby deleted and replaced in its entirety
with the following paragraph:
7.7 Assignability. Except as set forth below, this Agreement may not be assigned by any
party except upon written consent of the other parties hereto. Developer shall assign this
Agreement to the District within ninety (90) days after the District annexation of the
Annexation Tract and provide such notice of assignment to the City. All provisions of
this Agreement shall apply to the District, except those contained in Article I11.
10. Except as specifically amended in this Second Amendment, no other terms of the
Agreement are modified and amended, and except as otherwise modified herein, the
Agreement shall remain in full force and effect in accordance with its original terms and
conditions.
11. The provisions of this Second Amendment, the First Amendment, and the Agreement
should be read together and construed as one agreement, provided that, in the event of
any conflict or inconsistency between the provision of this Second Amendment, the First
Amendment, and/or the Agreement, the provisions of this Second Amendment shall
control.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment in
multiple copies, each of equal dignity, effective as of this day of
12020.
[Signature pages to follow]
3
CITY OF BAYTOWN, TEXAS
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
HARR.IS COUNTY MUNICIPAL UTILITY
DISTRICT NO.473
President, Board of Directors
ATTEST:
Secretary, Board of Directors
FULLER THOMPSON TEN, LTD.,
a Texas limited partnership
By: Fuller Thompson Ten GP, LLC, a
Texas limited liability company,
its General Partner
By:_
Name:
Title:
GATEWAY 10 BUSINESS PARK, LLC.
0
Name:
Title:
Exhibit A
Exhibit A consists of the following:
Exhibit A-1 Description of the District's Territory prior to annexation of the
Annexation Tract
Exhibit A-2 Description of the Annexation Tract
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EXHIBIT A-1
METES AND BOUNDS DESCRIPTION
HARRIS COUNTY MUNICIPAL UTILITY DISTRICT No. 473
TRACT 2
139.3785 ACRES
HARRIS COUNTY, TEXAS
September 18, 2017
All that 139.3785 acre (6,071,327 square foot) tract of land being all of a called 139.3786 acre tract of
land as described in a conveyance to Burnet Bay, Ltd., a Texas limited partnership by Special Warranty
Deed with Vendor's Lien recorded Harris County Clerk's File (H.C.C.F.) Number X913086, and being
situated in the Nathaniel Lynch Survey, Abstract Number 44, Harris County, Texas, and being more
particularly described by metes and bounds as follows: (all bearings herein are based on the Texas State
Plane Coordinate System of 1983, South Central Zone 4204)
BEGINNING at the most southerly corner of said Burnet Bay, Ltd. tract of land in the northeast right-of-
way (R.O.W.) line of Decker Drive (also known as Spur 330) (width varies);
THENCE, North 66025'36" West, along the northeast R.O.W line of said Decker Drive, a distance of
723.91 feet to the centerline of Spring Creek Gully for corner;
THENCE, along the westerly line of said Burnet Bay, Ltd. tract and the centerline of said Spring Creek
Gully, the following ten (10) courses and distances;
1) North 36021'39" West, a distance of 76.57 feet to a point;
2) North 14*3 P43" East, a distance of 80.08 feel to a point;
3) South 61°58'42" East, a distance of 107.64 feet to a point;
4) North 25°46' 10" East, a distance of 119.15 feet to a point;
5) North 74002'30" West, a distance of 211.92 feet to a point;
6) North 23056'57" West, a distance of 92.31 feet to a point;
7) North 55°10'49" West, a distance of 136.45 feet to a point;
8) North 07112'21" West, a distance of 124.18 feet to a point;
9) North 46°42' 15" East, a distance of 61.88 feet to a point;
10) North 33°50'44" West, a distance of 73.82 feet to the southwest corner of a called 1.760 acre tract of
land as described by a Deed to the City of Baytown recorded under H.C.C.F. Number P029811;
Page 1 of 3 Pages
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Harris County Municipal Utility District No. 173
Tract 2
139.3785 Acres
September 18, 2017
THENCE, North 64144'31" East, along the southeast line of said 1.760 acre tract, a distance of 607.86
feet to the east corner of said 1.760 acre tract and being the south corner of a called 4.896 acre tract of
land as described by a Deed to the City of Baytown recorded under H.C.C.F. Number P029811, also
being the beginning of a non -tangent curve to the right;
THENCE, northeasterly, along the southeast line of said 4.896 acre tract, a distance of 171.67 feet along
the are of said non -tangent curve to the right having a radius 853.65, a central angle of 1 l91'20" and a
chord that bears North 45°15'47" East, a distance of 171.38 feet to the east corner of said 4.896 acre tract;
THENCE, North 25°05'45" West, along the northeast line of said 4.896 acre tract, a distance of 692.30
feet to a point in southeast R.O.W. line of Interstate Highway 10 (width varies) to the north corner of said
4.896 acre tract and being the most northerly northwest corner of said Burnet Bay, Ltd. tract;
THENCE, along the southeast R.O.W. line of said Interstate Highway 10, the following five (5) courses
and distances;
l) North 64°57'33" East, a distance of 257.17 feet to the beginning of a curve to the left, and from which
a concrete monument found bears North 26°23'24" West, a distance of 1.38 feet;
2) Northeasterly, a distance of 294.92 feet along the arc of said curve to the left having a radius of 572.96
feet, a central angle of 29°29'29" and a chord that bears North 50°08'08" East, a distance of 291.67 feet
to a concrete monument found at the point of tangency of said curve;
3) North 35°23'2,3" East, a distance of 29.31 feet to a concrete monument found at the beginning of
curve to the right;
4) Northeasterly, a distance of 295.25 feet along the arc of said curve to the right having a radius of
572.96 feet, a central angle of 2991'28" and a chord that bears North 50°08'57" East, a distance of
291.99 feet to a concrete monument found at the point of tangency of said curve;
5) North 64°54'41" East, a distance of 933.30 feet to a 1/2-inch iron rod with cap found at the most
westerly corner of the residue of a called 170.974 acre tract of land as described in a conveyance to
Venture 2000, Ltd. by a Deed recorded under H.C.C.F. Number V226376 and being the most northerly
corner of said Burnet Bay, Ltd. tract;
THENCE, South 55110'43" East, along the southwest line of the residue of said 170.974 acre tract and
along the northeast line of said Burnet Bay, Ltd. tract, a distance of 63 5.77 feet to a 1/2-inch iron rod with
cap found at an angle point;
THENCE, South 55029'48" East, continuing along the southwest line of the residue of said 170.974 acre
tract and along the northeast line of said Burnet Bay, Ltd. tract, a distance of 87.42 feet to a 1/2-inch iron
rod with cap found in the southwest line of a called 25.0000 acre tract of land as described in a
conveyance to CFJ Properties by a Deed recorded under H.C.C.F. Number V247862 at the south corner
of the residue of said 170.974 acre tract for an angle point of the herein described tract;
Page 2 of 3 Pages
BEC Job No. 16077
L:116077 - 250 Ac TRACT BAYTOWN TA(SURVEYII(4) Docs1(5) Metes and Bounds116077 MUD.doc
Harris County Municipal Utility District No. 173
Tract 2
139.3785 Acres
September 18, 2017
THENCE, South 25002'55" East, along the southwest line of said 25.0000 acre tract and continuing
along the northeast line of said Burnet Bay, Ltd. tract, a distance of 424.55 feet to a 1/2-inch iron rod with
cap found at the southwest corner of said 25.0000 tract and being an interior confer of the herein
described tract;
THENCE, North 64°57'05" East, along the southeast line of said 25.0000 acre tract and along an interior
line of said Burnet Bay, Ltd. tract, a distance of 1,122.04 feet to a 1/2-inch iron rod with cap found in the
west R.O.W. line of Thompson Road (width varies) at the southeast corner of said 25.0000 acre tract for
the northeast corner of the herein described tract
THENCE, South 02°38'55" East, along said west R.O.W. line, a distance of 1,073.82 feet to a 1/2-inch
iron rod with cap found at the northeast corner of Unit D, in Block 142, of ELFNA FRUIT & COTTON
FARMS, a Subdivision as shown on the Plat thereof recorded in Volume 7, Page 48 of the Harris County
Map Records (H.C.M.R.) for the southeast corner of said Burnet Bay, Ltd. tract;
THENCE South 63°06'21" West, along the northerly line of said Unit D and along the southerly line of
said Burnet Bay, Ltd. tract, a distance of 3,200.21 feet to the POINT OF BEGINNING and containing a
computed area of 139.3785 acres (6,071,327 square feet) of land.
00
"This metes and bounds was prepared under 22 TAC §663.21, does not reflect the results of an on the
Nground
survey, and is not to be used to convey or establish interests in real property except those rights
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and interests implied or established by the creation or reconfiguration of the boundary of the political
subdivision for which it was prepared."
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RWI ld G. I l:irrisuit, R.P.L.S.
Texas Registration No. 5342
"1'BPLS Firm Registration Number 10009000
Page 3 of 3 Pages
BEC .lob No. 16077
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EXHIBIT A-2
RATCLIFF FIELD NOTES:
STATE OF TEXAS)
COUNTY OF HARRIS)
FIELD NOTES of a 58.71 acre tract of land situated in the Ashbel Smith Survey,
Abstract 954, Harris County, Texas and being all of that same land conveyed by
Fireside Holdings LLC & 1-10 Sjolander LLC to New Sjolander LLC by Deed dated May
19, 2017 and recorded under County Clerk's File #RP-2017-222808 of the Official
Public Records of Real Property of Harris County, Texas. This 58.71 acre tract of land
is more particularly described by the following metes and bounds, to -wit:
BEGINNING at a 1 inch iron pipe inside a 2 inch iron pipe found in the South right-of-
way line of Interstate Highway 10 (right-of-way width varies) at the Northeast corner of
that certain 8.00 acres conveyed by Virginia Evans, et al, to Roy Valladares, et al, by
Deed dated March 12, 2003 and recorded under County Clerk's File #W753526 of the
Official Public Records of Real Property of Harris County, Texas. Said point being the
Northwest corner and POINT OF BEGINNING of this tract and has a State Plane
Coordinate Value of Y=13,864,666.79 and X=3,254,674.16.
THENCE: North 78°05'06" East along the Westernmost North line of this tract and
the South right-of-way line of said Interstate Highway 10 for a distance of 1301.80 feet
to a '/2 inch iron rod, with cap (BHA), set for the Northernmost Northeast corner of this
tract and the Northwest corner of 1-10 Sjolander Minor Plat as recorded under Film
Code #677339 of the Map Records of Harris County, Texas. Said point has a State
Plane Coordinate Value of Y=13,864,935.56 and X=3,255,947.91; from which a 1/2 inch
iron rod, with busted cap, found for the Northeast corner of that certain 15 feet wide
right-of-way strip conveyed to City of Baytown by said Minor Plat bears North 78005'06"
East 320.00 feet.
THENCE: South 16°46'54" East along the Northernmost East line of this tract and
the West line of said 1-10 Sjolander Minor Plat for a distance of 203.86 feet to a 1/2 inch
iron rod, with cap (BHA), set for an interior corner of this tract and the Southwest
corner of said 1-10 Sjolander Minor Plat. Said point has a State Plane Coordinate
Value of Y=13,864,740.38 and X=3,256,006.77.
THENCE: North 78°05'06" East along the Easternmost North line of this tract and
the South line of said 1-10 Sjolander Minor Plat for a distance of 320.00 feet to an "x"
cut in concrete set for the Easternmost Northeast corner of this tract, the Southeast
corner of said 15 feet wide right-of-way strip and an interior corner of Sjolander Road
(right-of-way width varies). Said point has a State Plane Coordinate Value of
Y=13,864,806.45 and X=3,256,319.88.
THENCE: South 16°46'54" East along the Southernmost East line of this tract and
the West right-of-way line of said Sjolander Road for a distance of 307.84 feet to a '/2
inch iron rod, with cap (BHA), set for an angle point in said line. Said point has a State
Plane Coordinate Value of Y=13,864,511.72 and X=3,256,408.76.
THENCE: South 10°56'54" East along the Southernmost East line of this tract and
the West right-of-way line of said Sjolander Road for a distance of 1076.40 feet to a '/2
inch iron rod, with cap (BHA), found for the Southeast corner of this tract and the
Easternmost Northeast corner of that certain 32.85 acres conveyed by Jonathan
Groves, et ux, to JCG Real Estate, LLC by Deed dated July 1, 2013 and recorded under
County Clerk's File #20130335919 of the Official Public Records of Real Property of
Harris County, Texas. Said point has a State Plane Coordinate Value of
Y=13,863,454.91 and X=3,256,613.19; from which a '/2 inch iron rod found for the
Easternmost Southeast corner of said 32.85 acres bears South 11 *52'16" East 61.03
feet.
THENCE: South 78°00'07" West along the South line of this tract and the
Easternmost North line of said 32.85 acres for a distance of 1647.05 feet to a 1 inch iron
rod found for the Southwest corner of this tract and the Southeast corner of said 8.00
acres. Said point has a State Plane Coordinate Value of Y=13,863,112.52 and
X=312559002.12.
THENCE: North 11'5454" West along the West line of this tract and the East line of
said 8.00 acres for a distance of 1588.49 feet to the PLACE OF BEGINNING and
containing within these boundaries 58.71 acres or 2,557,316.997 square feet of land.
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Sjolander Road to City specification, notwithstanding that the Development Project will not have
pedestrian access to that sidewalk; and
WHEREAS, Declarant desires to create and carry out a general and uniform plan for the
Development Project as described herein in order to protect the value and desirability of the
Development Project and yet retain flexibility to respond to changing or unforeseen
circumstances so as to control and maintain the quality, uniformity and distinction of the
Development Project for the benefit of the present and future owners of any portion thereof; and
WHEREAS, Declarant desires to provide certain development restrictions to enhance the
aesthetic appearance of the Development Project as described herein in order to provide a better
aesthetic appearance of development as herein below defined; and
WHEREAS, Declarant desires to hold, sell and convey the Development Project subject
to the following covenants, conditions and restrictions, which are for the purpose of establishing
and preserving certain aesthetic qualities and standards in connection with future development,
improvement and use of the Development Project; and
WHEREAS, for purposes of preserving the value of the Development Project and
providing for the effective maintenance and improvement of the Common Areas and Common
Facilities (as each such term is hereinafter defined), Declarant deems it desirable, and in its best
interests, to allow the Administrator (as hereinafter defined) to act as and hold the rights of'
Declarant hereunder and, at the election of the Administrator, to create an entity to which would
be delegated and assigned the powers and responsibilities of maintaining certain Common Areas
and Common Facilities, providing certain Approved Services (as hereinafter defined), enforcing
this Declaration, collecting and disbursing the Assessments (as hereinafter defined), and
performing the other functions set forth in this Declaration.
NOW, THEREFORE, Declarant hereby adopts the following covenants, conditions, and
restrictions, which shall run with the Development Project, and will bind all parties having or
acquiring any right, title, or interest therein and inure to the benefit of each Owner thereof, as
hereinafter more fully described and set forth.
ARTICLE I
Definitions
The definitions contained in the ULDC shall apply, unless otheiivise defined herein.
I . "Administrator" means Ratcliff Companies, LLC, a Louisiana limited liability
company, or such other person, persons or entity (including, but not limited to, the Association
(as hereinafter defined) to whom Ratcliff Companies, LLC, or its assignee has assigned the
powers and duties of Administrator hereunder, from time to time, by written instrument filed for
record in the County Records (defined below).
2. "Accessory Use" means a use subordinate to the principal use of a lot or of a
principal building on the same lot, and serves a purpose clearly incidental to a permitted principal
use of the lot or building and which accessory use is compatible with the principal permitted uses
authorized under this Declaration.
3. "Applicable Laws" means all laws, statutes, ordinances, rules, orders, regulations,
requirements, court orders and rulings, and other requirements of any federal, state or local
governmental authorities with jurisdiction over the Development Project (or relevant portion
thereof, as applicable), including, without limitation, the City Ordinances (as hereinafter defined),
all if and as amended from time to time.
4. "Assessments" shall have the meaning set forth in Article IV, Section 4 hereof.
5. "Association" shall have the meaning set forth in Article IV, Section 1 hereof.
6. "City" shall mean the City of Baytown, Texas, a home -rule municipal
corporation located in Harris and Chambers Counties, Texas. Whenever the approval of the City
is required herein, such approval shall mean the approval of the City Manager or his/her designee.
7. "City Ordinances" means the Code of Ordinances of the City of Baytown, Texas
and all other existing (and future) ordinances and regulations of the City of Baytown, Texas, if
and as amended from time to time, including but not limited to the ULDC.
8. "County Records" means the Real Property Records of Harris County, Texas.
9. "Declaration" means this Declaration of Covenants, Conditions and Restrictions
for Gateway 10 Business Park.
10. "Design Development Plan" shall mean a plan that shall include:
(a) a site plan showing the location, dimensions and orientation to
boundary lines and applicable set -back lines of proposed buildings,
garages, other structures, streets, driveways, sidewalks, fencing and
all other contemplated Improvements to be placed on the
Development Site, including (A) traffic directional flow indicators
reflecting one-way traffic and direction, and where two-way traffic
is proposed, and (B) a proposed parking striping plan and
calculation of total number of parking spaces and
handicapped/disabled parking spaces (that comply with Applicable
Laws to be considered as such); and
(b) design elevation of (from each side) and description of the height
and exterior dimensions and size of, each structure to be built,
including, without limitation, an architect's estimated calculation of
the gross square footage of building area and commercial rentable
square footage of each structure to be constructed on the
Development Site.
11. "Development Restrictions" means the Gateway 10 Business Park Development
Restrictions that Administrator may, but shall not be required to, promulgate, revise and/or
amend from time to time with prior written approval of the City as herein provided. ""Compliance
with the Development Restrictions is mandatory. To the extent of conflict between Applicable
Law and these Development Restrictions, the most stringent shall control.
12. "Development Site" means any individual Reserve within the Development
Project intended for individual sale, lease or development, or any other combination of platted
Reserves or portions of platted Reserves (or land acreage) within the Development Project that
under applicable City regulations is permitted to be developed for commercial or industrial
purposes as such uses are defined in the City's Land Development Code.
13. "District" means Harris County Municipal Utility District No. 473, a political
subdivision of the State of Texas, organized pursuant to the provisions of Article XVI, Section
59 and Article lIl, Section 52 of the Texas Constitution and operating pursuant to Chapters 49
and 54 of the Texas Water Code, created by the Texas Commission on Environmental Quality,
and organized for the purposes, among others, of providing water, sanitary sewer, drainage, road,
and park and recreational facilities to serve the land within its boundaries, and or any successor
governmental entity thereto.
14. "Effective Date" means the date of the last signature hereto.
15. "Exterior Lighting Plan" means a plan, which shall include and show the
location, intensity, projected light coverage, and orientation of all exterior lighting to be placed
on the Development Site together with a lighting spill plan which reflects that no lighting will
spill onto adjacent residential properties or rights -of -way.
16. "Exterior Materials Plan" shall mean a plan containing drawings and details of
the proposed design of all exterior surfaces of all Improvements, including, without limitation,
the roof, paving/pavers, sidewalks, walls, and fencing, specifying the style, pattern, color, quality
and type of exterior construction materials to be used as exterior treatments or finishes for all
proposed Improvements.
17. "First Class" shall mean the standard of quality or performance typical for high
quality, business parks in the greater Houston Area, as reasonably determined by the
Administrator (or the Association as assignee of the Administrator) acting in good faith applying
commercially reasonable standards. The opinion of a licensed architect or engineer retained by
the Administrator (or the Association as the assignee of the Administrator) who is knowledgeable
in the particular issue may be the basis of this determination
hereof.
18. "General Assessments" shall have the meaning set forth in Article IV, Section 4
4
19. "Green Belt Reserve" means the portion of the Development Project situated
along the western right-of-way line of Sjolander Road, as shown on the Site Plan, which contains
drainage/detention facilities, landscaping/buffering and an emergency access drive and limited
access gate known as a "911 Gate." No buildings are permitted in the Green Belt Reserve, which
is intended to be a substantial, attractive buffer between Sjolander Road (and residential housing
east of Sjolander Road) and the Business Park uses in the Development Project; and
20. "Improvement" or "Improvements" means all of the following: (i) landscaping
(including vegetation, stonework, or similar embellishments) installed or grown on the
Development Site, and (ii) every item of construction or erection of man-made items upon a
Development Site, including, but not limited to: buildings; garages; carports or truckports; dock
facilities and ramps; storage buildings, sheds, and other outbuildings; ground or pad -mounted
exterior equipment, such as, without limitation, HVAC equipment, compressors, generators,
dynamos, battery back-up systems, cranes, signal transmitting or receiving equipment (such as
antennas and satellite dishes); racks and other structures for stacking or staging of materials;
fences, screening, walls, and retaining walls; storage, processing or treatment pits, reservoirs, and
other similar areas, whether excavated or created by above -ground structures; stairs and railings;
fixtures; flagpoles; statuary and sculptures; water towers; storage tanks for water, chemicals or
other products or supplies; and light poles, standards, fixtures and facilities.
21. "Landscaping Plan" means a plan which shall include the general location, type
(tree, shrub or ground cover) and approximate configuration of all proposed landscaping and
landscaping materials, showing the proposed use and treatment of all portions of the
Development Site that are to be landscaped, including sod and grass areas and any related
berming, stonework and similar items.
22. "Lessee" means any lessee, tenant, occupant or user of any Development Site
who is not the fee Owner thereof, including any ground lessee.
23. "Owner" means and refers to the record fee owner, whether one or more persons
or entities, of the fee simple title to the surface estate in any Development Site or tract of land
which is part of the Development Project, including contract sellers, but excluding those having
such interest merely as security for the performance of an obligation. If there is more than one
fee owner of a part of the Development Project, then "Owner" will mean all the fee owners,
collectively; provided, however, that voting in any Association by multiple owners of a single
Development Site shall be as provided elsewhere herein or in the Development Restrictions, as
applicable.
24. "Plans and Specifications" means complete construction drawings and
specifications suitable for obtaining construction or building permits for the construction of all
Improvements to be placed on the Development Site. "Plans and Specifications" shall include,
but not be limited to, all of the elements required in the following plans: Exterior Materials Plan,
Landscaping Plan, Utilities Plan, Exterior Lighting Plan, Design Development Plan, Screening
Plan (if screening is required), and Signage Plan.
25. "Required Majority of Owners" shall have the meaning set forth in Article VI,
Section 1 hereof.
26. "Reserve" or "Reserves" means any plot of land that is subdivided as a lot or
reserve on a recorded subdivision plat recorded in the County Records, subject to the restrictions
herein on replats.
27. "Road" means the public road shown on the Site Plan as proposed Gateway
Boulevard, which provides internal access to the Reserves, which shall be dedicated to the public
and maintained by the District as a public road, at the expense of the Association.
28. "Schematic Design Package" means the following:
(a) the Design Development Plan;
(b) the Exterior Materials Plan;
(c) the Landscaping Plan;
(d) the Utilities Plan;
(e) the Exterior Lighting Plan;
(f) the Signage Plan;
(g) the Screening Plan (if screening is required); and
(h) other elements, which shall mean and include all such other information as
may be reasonably required to determine that the location, scale, design,
character, style and appearance of such developer's/Owner's intended
Improvements to the Development Site are in compliance with the
requirements of this Declaration and the Development Restrictions.
29. 'Screening" or "Screened" means, an opaque screen, which must be maintained
at all times, made of any combination of the following that cumulatively equals a minimum of
six feet (6) in height, except for laydown yards which require eight feet (8') in height:
(a) a berm;
(b) a fence or wall; and/or
(c) evergreen screening shrubs that satisfy City Ordinances,
as approved by the Administrator and the City.
30. "Screening Plan" means a plan, which shall include and show the location and
method of all required screening.
6
31. "Setback" shall mean the required unobstructed, unoccupied distance between
each structure and the lot lines of the lot on which it is situated.
32. "Signage Plan" shall mean a plan that shall include and show the location, height,
orientation, color and materials for exterior appearance, lighting scheme and proposed content of
all signs to be located on the Development Site.
33. "Site Plan" means the Site Plan attached as Exhibit B.
34. "Special Assessments" shall have the meaning set forth in Article IV, Section 4
hereof.
35. "Special Restrictions" means the provisions of Article II, Article III, and Article
V, which provisions may not be amended or terminated without the prior written approval of the
City.
36. "Utilities Plan" shall mean a plan that shall include and show approximate
location, size, type, and above -ground visible elements of all utility facilities proposed to be
located outside the occupiable building structures to obtain water, sanitary sewerage, drainage
(including detention, if applicable, and on -site collector and discharge systems), electric, gas,
telephone, cable or other utility service(s) to the Development Site.
ARTICLE II
Use of Development Sites
1. Permitted Uses. Subject to the rights for Grandfathered Uses and the prohibited
uses listed in this article, Development Sites shall be used solely for uses permitted in the City
Ordinances for the Development Site.
All uses shall be subject to all of the conditions set forth in this Declaration, the City
Ordinances and other Applicable Laws.
2. Prohibited Uses. The uses described in this section shall have the meanings
ascribed to them in the ULDC.
(a) Anywhere on the Land. No portion of the Land shall ever be used for any
of the following purposes:
(1) any trailer court, mobile home park, manufactured home park,
recreational vehicle park, or single manufactured home or
recreational vehicle not being used for a permitted construction
office, lot for sale, lease, or rental of new or used boats, recreational
vehicles, or motorcycles, except the sale of new and used
7
automobiles shall be permitted and the sale of boats, motorcycles
and all -terrain vehicles may be sold as an incidental part of a retail
business such as Academy, Bass Pro -Shops, and Gander Mountain;
(2) any labor camp, junk yard, stock yard, or animal raising (other than
veterinarian clinics or hospitals, provided such facilities, have no
provision for keeping animals outdoors overnight and otherwise
comply with the provisions hereof);
(3) the operation of any automobile body or fender repair facility,
except as part of an auto dealership or service station;
(4) any carnival or amusement park;
(5) any dry cleaning plant;
(6) any rooming or boarding house or adult day care center (which term
shall not be deemed to include nursing homes and rehabilitation care
facilities);
(7) any fire sale, bankruptcy sale (unless pursuant to a court order); any
adult oriented business or businesses based primarily upon materials
or performances that depict, describe or relate to sexual activities,
anatomical areas or nudity (including, but not limited to, adult
arcades, adult bookstores, adult cabarets and adult theaters, or
sexually -oriented business (or- equivalent) as defined in the City
Ordinances or the laws of any other governmental authority with
jurisdiction over the Development Project);
(8) an establishment engaged in the retail sales of alcoholic beverages
for either on -premises or off -premises consumption, which
establishment derives 75 percent or more of its gross revenue during
any 12-month period from the sale of alcoholic beverages (including
100% of the price of all alcoholic drinks using "mixers"), including,
but not limited to, bars, lounges, and taverns; provided, however,
nothing contained herein shall prohibit the location of a bar or
lounge within and ancillary to: (1) a hotel, motel or similar transient
lodging, or (2) a restaurant (that does not derive from all of its
operations more than 75% of its gross revenue during any 12-month
period from sale of alcoholic beverages as stated above), or (3)
prohibit a liquor store, wine shop or similar retail establishment;
(9) for drilling for oil, gas or other hydrocarbons or for mineral
extraction of any kind or character;
8
(10) any residential use (such as, but not limited to, dwelling unit, group
housing, boarding house, dormitory, halfway house, orphanage,
homeless shelter, hotel, trailer courts);
(11) excavation or mining operations;
(12) medical waste storage or disposal;
(13) towing yard;
(14) truck stop;
(15) truck terminal;
(16) recycling center;
(17) self storage;
(18) RV/vehicle storage;
(19) sandblasting, unless occurring within a building;
(20) distillation of bones;
(21) dumping, disposal or incineration of garbage or refuse;
(22) fat rendering;
(23) stockyard or slaughter of animals;
(24) refining of petroleum or of its products;
(25) smelting of metal;
(26) animal raising or feed yard;
(27) bulk distribution;
(28) junk or salvage yard; or
(29) heavy industrial uses.
(b) Within 350' of I-10. No portion of the Land located within 350' of the south
9
right-of-way line of Interstate Highway 10 (1-10") shall ever be used for
any of the following purposes as a primary or accessory use:
(1) Vehicle repair, commercial;
(2) Container;
(3) Outdoor storage;
(4) Outdoor sales and displays;
(5) Packaging; or
(6) Laydown yard.
3. Grandfathered Use. Any use of a Development Site that is permitted by this
Declaration at the time of any change, modification or amendment of the uses authorized herein,
shall not be required to be changed or altered and shall be permitted to continue for so long as such
use continues; provided, however, that if the actual use of such Development Site (permitted at the
time of the change, modification or amendment of uses authorized under this Declaration) (the
"Grandfathered Use") either:
(a) ceases for an extended period as defined below; or
(b) is changed or altered to a more intensive classification of use,
then any new use or change or alteration in the existing use shall comply with this Declaration, as
changed, modified, or amended and then in effect at the time of the recommencement of use or
change or alteration from the Grandfathered Use.
For purposes of the above, a cessation of a Grandfathered Use for an "extended period" means that
the use is not a substantial use on the subject Development Site for a period of twelve (12) months,
excluding any period during which (i) the buildings on the site cannot reasonably be occupied due
to renovations, alterations, or casualty damage or other repairs, or (ii) the Development Site is held
as rental property and it is vacant, but being actively marketed (at least listed with a listing broker
under an active listing) for lease for the Grandfathered Use; provided, however, that the extension
for vacancy under clause (ii) hereof will not exceed an additional period of twelve (12) months.
4. No Re -plats Without Consent. Re -platting of any plot of land that is subdivided
as a lot or reserve on a recorded subdivision plat subject to this Declaration shall not be undertaken,
approved or permitted by the Owner of such plot of land (other than Declarant) without the joinder
and consent of Administrator and the approval of the City pursuant to its subdivision regulations.
U7
ARTICLE III
Approval of Development Site Plans: Construction:
De� ment Restrictions and Variances
1. Plan Approval Required. No building, parking facility, sign or structure shall be
constructed, altered or placed upon any Development Site until the Plans and Specifications
(defined below) for same shall have been first approved in writing (or deemed approved) by
Administrator as being in compliance with this Declaration and the Development Restrictions and
all applicable permits have been obtained from the City. The processes for such approval from the
Administrator are set forth below:
(a) Optional Schematic Design Package Submission and Approval.
(i) Submittal. If the Owner of a Development Site desires to obtain
schematic and conceptual approval of the Administrator prior to construction and prior to
preparing complete Plans and Specifications for the Improvements on the Development
Site, the Owner or the submitting party authorized under Section 1(d) of this Article shall
submit to the Administrator two complete sets of the Schematic Design Package. The
requirements for the Schematic Design Package may be modified by the Administrator
only with prior written approval of the City. At the option of the Owner of the Development
Site, the Owner or submitting party authorized under Section 1(d) of this Article may skip
the step of submitting the Schematic Design Package and proceed directly to submit to the
Administrator the Plans and Specifications as described below.
(ii) Approval. The Administrator, shall, within twenty (20) days after
the receipt of each complete submission of the Schematic Design Package, advise the
Owner or the submitting party authorized under Section 1(d) of this Article in writing of
(1) the approval of the Schematic Design Package by the Administrator, or (2) the segments
or features of the Schematic Design Package which are deemed by the Administrator to be
inconsistent or not in conformity with this Declaration and/or the Development
Restrictions. The approval of the Schematic Design Package by the Administrator shall be
valid and effective for a period of not more than one hundred twenty (120) days, which
may be extended by the Owner of right by an additional sixty (60) days by the Owner's or
submitting party's filing a notice of extension with the Administrator not later than the
expiration of the initial one hundred twenty (120) day validity period. "Valid and effective"
means that the Schematic Design Package approval will exempt the Improvements on the
Development Site covered thereby from any changes in this Declaration or the
Development Restrictions that occur after the approval thereof by the Administrator as long
as Plans and Specifications are submitted to and approved by the Administrator while the
approval is still valid and effective hereunder.
(iii) Amendments. A party holding rights to a Schematic Design Package
previously approved by the Administrator hereunder shall apply to the Administrator for
approval of an amendment to the previously approved Schematic Design Package, (an
"SDP Amendment Application"). An SDP Amendment Application must be on the
required form approved or promulgated therefor by the Administrator and must (1) state
that the application is an SDP Amendment Application, (2) clearly identify the previous
Schematic Design Package that is being requested to be amended, and (3) clearly identify
the items that are the proposed changes to the original Schematic Design Package. The
SDP Amendment Application will be handled and either disapproved or approved in the
same manner as for an application for a new Schematic Design Package.
(b) Approval of Plans and Specifications. The final approval process with
which the Owner of a Development Site must comply in order to obtain Administrator approval
of Plans and Specifications (defined below) is set forth below:
(i) Submission. At least twenty (20) days before commencement of any
construction (including clearing, grading and/or site preparation) on the Development Site,
the Owner- of the Development Site shall submit to the Administrator for final approval of
the Administrator the Plans and Specifications for the Development Site; provided,
however, that if the Administrator has previously approved a valid and effective Schematic
Design Package for the Development Site that is still valid and effective, then the
Administrator's sole objections will relate to any matters in the Plans and Specifications
that are inconsistent with (or relevant to the Administrator's approval rights hereunder and
added to the proposed Improvements since) the Schematic Design Package already
approved for the Development Site.
(ii) Approval. The Administrator shall, within twenty (20) days after
receipt of a complete set of Plans and Specifications, advise in writing the Owner or
submitting party of (I) the approval of the Plans and Specifications by the Administrator,
or (2) the segments or features of the Plans and Specifications which are deemed by the
Administrator to be inconsistent or not in conformity with this Declaration or the
Development Restrictions (subject to its limitations if operating under an approved, valid
and effective, Schematic Design Package).
Approval of Plans and Specifications shall be valid and effective for a
period of one (1) year from the date of approval or deemed approval thereof, with one
available extension of up to ninety (90) additional days to be granted by the Administrator
in writing upon good cause shown (such as for events of force majeure, changes in
Applicable Laws with which the party must comply on a mandatory basis, change in
market circumstances [for financing, leasing or otherwise], or change in control or
involuntary successorship in the executive suite at the applicant company). If construction
pursuant to said Plans and Specifications has not commenced within the period during
which such Administrator approval is valid and effective, then the Owner of the
Development Site must re -apply for Administrator approval as provided in the first
instance under this Declaration. Construction shall be deemed "commenced" hereunder
when any part of the Improvements is begun on the site under an approved building permit
issued in accordance with Applicable Laws, excluding site preparation or grading unless
done under the same building permit as the Improvement.
12
(iii) Amendments. A party holding rights under Plans and Specifications
previously approved by the Administrator shall apply to the Administrator for approval of
an amendment to the previously approved Plans and Specifications, (a "Plans Amendment
Application"). A Plans Amendment Application must be on the required form approved
or promulgated therefor by the Administrator and must (1) state that the application is a
Plans Amendment Application, (2) clearly identify the previous Plans and Specifications
that are being requested to be amended, and (3) clearly identify the items that are the
proposed changes to the original Plans and Specifications. Otherwise, the Plans
Amendment Application will be handled and either disapproved or approved in the same
manner as for an application for a new Plans and Specifications, except that if a Plans
Amendment Application is filed, then (A) such request will be considered under the
requirements of this Declaration and Development Restrictions in effect at the time of the
approval of the original Plans and Specifications that were approved and are being proposed
to be amended, and (B) if construction has not already been commenced in the required
time to hold such Plans and Specifications approval in place, the application for and
Administrator approval of the amendment to the previously approved Plans and
Specifications shall not extend the time that the originally approved Plans and
Specifications (as so amended) is valid and effective. In the sole discretion of the
Administrator, if any Plans Amendment Application substantially or materially changes the
character or nature of the Improvements from that contained in the previously approved
Plans and Specifications, the Administrator shall notify the applicant that the Administrator
considers the Plans Amendment Application to be a completely new application for the
revised Plans and Specifications. Upon the applicant's receipt of such notice from the
Administrator, the applicant must within ten (10) days thereafter either (I) notify the
Administrator in writing that the applicant agrees that the application should be handled
and processed as a new application for the entire amended Plans and Specifications, or (II)
that the applicant withdraws the Plans Amendment Application. If the applicant fails to
timely do either (I) or (II), then the applicant will be deemed to have elected option (II) and
the Administrator may drop its consideration of the Plans Amendment Application. If the
applicant timely notifies the Administrator under option (I), then the Administrator shall
consider the Plans Amendment Application along with the originally approved Plans and
Specifications as a new application in its entirety.
(c) Approval Not for Third Party Reliance and Not Guaranty. The
approval of the Schematic Design Package and Plans and Specifications do not constitute a
warranty that such Schematic Design Package and Plans and Specifications comply with City
Ordinances or other Applicable Laws, including, without limitation, those of applicable flood
control districts, and no party shall rely upon any such approval other than the party in favor of
whom it is issued. The Administrator's approval of the Schematic Design Package and Plans and
Specifications is at all times contingent on the approval of all matters by the appropriate
governmental authorities having jurisdiction. The Administrator's approval of the Schematic
Design Package and Plans and Specifications shall not create any responsibility, representation,
warranty or liability on the part of the Administrator for the completeness, design or sufficiency
of such Plans and Specifications or the compliance of same with Applicable Laws, or any other
aspect of the Plans and Specifications.
13
(d) Parties Entitled to Submit for and Benefit from Administrator
Approvals. The following parties may submit to the Administrator for approval either a
Schematic Design Package or Plans and Specifications under this Declaration: (i) any Owner of a
Development Site; (ii) any party authorized in writing (on a form approved or promulgated by the
Administrator) to act as the agent or representative of the Development Site Owner for purposes
of such matters, including, without limitation, an architect, engineer or lawyer for such Owner;
(iii) any tenant or occupant of a Development Site or prospective tenant or occupant of a
Development Site, with written authorization from the Owner of the Development Site, in form
acceptable to the Administrator; or (iv) any party who is under written contract to purchase a
Development Site and who has written authorization from the selling Owner to apply for such
approval. No person or entity shall be entitled to enforce or benefit from any approval for
construction or alteration of Improvements granted by the Administrator under this Declaration
other than (1) the party to whom it is issued, which shall be the party who made the application,
or (2) any party who is the principal named in the application for approval submitted by any agent
or representative of such party pursuant to clause (ii) of this paragraph. Any party entitled to submit
the application for approval may assign such approval rights to any other party who would be
entitled to submit for such approval under clauses (i)-(iv) of this paragraph, if assigned in writing
and in a form promulgated or approved by the Administrator. Any Owner or any tenant/user of a
Development Site shall be entitled to assign (or collaterally assign) its approvals hereunder to any
fee or leasehold mortgagee of such party's interest in the Development Site in question. Any
attempted or purported assignment of approvals hereunder made without the written consent of the
Administrator is void. No permitted assignments of any such approval shall be effective if made
after the approval has expired by the terms hereof, and neither shall any assignment, in and of
itself, ever have the effect of extending the validity or effectiveness of the assigned approval. No
assignment shall be effective as to Administrator (other than mortgagee assignments) unless and
until a copy of the required (or Administrator approved) form of assignment has been filed with
Administrator. Up to the time of the assignment, only the applicant who holds such approval right
(and its Owner in the case of an agent or representative applicant) is entitled to request information
from the Administrator in regard to such approval.
(e) Compliance with City Ordinances. Plan approval under this Section is
not approval from the City, nor a substitute for compliance with City Ordinances. All
Improvements require City permits and compliance with applicable building codes.
2. Construction Standards; Development Restrictions. Construction or alteration
of any building on a Development Site shall meet the standards set forth in this Declaration and
the Development Restrictions. Nothing in this Declaration or in the authority to adopt
Development Restrictions authorizes Declarant or the Administrator to regulate, control or
approve Improvements that are interior to an enclosed building structure, subject to the use
regulations stated elsewhere herein.
(a) Right to Adopt and Amend Development Restrictions. Declarant
and/or Administrator (or the Association, as assignee of the Administrator) may adopt and amend
the Development Restrictions from time to time, with the prior written consent of the City, but
without the joinder of any Owner. Such regulations, restrictions and limitations on development
that may be included in the Development Restrictions adopted hereunder include, without
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limitation:
(i) requirements for Development Site configurations, including any
combination or fractions of platted reserves that may constitute a unified Development Site
for purposes of a unified development of that Development Site as if it were a single
Reserve, without any obligation on the part of the Administrator to allow development of
partial or combined platted reserves or acreage that are not re -platted as single Reserves
with approval of the Administrator; provided, however, that a Reserve and combinations
of whole Reserves will always be a permitted Development Site;
(ii) what Improvements (if any) may be located within building set-
back areas, if all Improvements are not to be prohibited therein (set -backs will not,
however, entirely prohibit one driveway access for each Development Site);
(iii) the location, height, style, and extent of fences, walls, or other
screening devices on the Development Site;
(iv) the orientation of buildings and other Improvements with respect to
streets, walks, paths and structures on adjacent property, and the height of Improvements
on a Development Site, and the aesthetic appearance of exterior materials and color
schemes on buildings and other Improvements visible from the exterior of the
Development Site;
(v) the use, height, presence, style or appearance (or prohibition of)
decorative items, equipment, stored materials, containers, dumpsters or other materials or
items that will be visible from any public street notwithstanding fencing, landscaping or
screening;
(vi) permissible or required types, extent, style, location and appearance
of landscaping and vegetation;
(vii) requirements for style, orientation, appearance and screening of
garages and loading docks, truckwells and similar building features, and location, style,
prohibition, and other regulations regarding any outbuildings;
(viii) limitations and restrictions on acceptable exterior materials and
finishes that may be utilized in construction or repair of Improvements;
(ix) orientation and height of Improvements on a Development Site;
(x) parking, driveways, traffic flow, curb cut locations and related
traffic related issues;
(xi) location, appearance, height, use and number of exterior signs on a
Development Site; and
W
(xii) location, type, intensity and orientation of (glare regulation) exterior
light standards, fixtures and other illuminated devices of any kind.
Nothing in the Development Restrictions shall, however, amend, repeal, or increase any specific
requirement set forth in this Declaration if the specific requirement stated herein is established as
an objective, measurable criteria, such as, but without limitation, specific building set -backs stated
herein.
The Development Restrictions may also modify or supplement the type and amount of information
that must be submitted for approvals requested from the Administrator hereunder, and the method
and place of submission, for consideration of any request for approval of development plans for
any development or alteration on any Development Site, and may prescribe reasonable fees for
the cost of review of submissions of development or alteration plans for the Development Sites,
as well as supplementing any other procedural provisions of this Declaration. The Development
Restrictions may be amended from time to time, in writing, as determined by the Administrator
only with the prior written consent of the City, and upon recordation of any amendments thereto
in the County Records, the same will become the Development Restrictions that govern all
construction of Improvements or alterations to Improvements on any Development Site that is not
otherwise grandfathered in respect to the Development Restrictions under some other express
provision of this Declaration.
The requirements contained in the Development Restrictions are in addition to any other
requirements contained in the City Ordinances and Applicable Laws, including, but not limited to,
the City's subdivision and telecommunication regulations, if and when the same are applicable to
the Development Project by law or by agreement.
(b) Pre -Existing Non -Conforming Improvements. Any existing (built or
commenced) Improvement of a Development Site that is permitted by this Declaration at the time
of any change, modification or amendment of this Declaration or the Development Restrictions as
authorized herein ("New Requirements") shall not be required to be changed or altered.
(Improvements that specifically would no longer be pennitted by the New Requirements are herein
called "Preexisting Non -Conforming Improvement(s).") Preexisting Non -Conforming
Improvement(s) shall be permitted to continue in existence until such time as they are materially
altered, repaired or replaced due to (i) a voluntary change desired by the Owner of such
Development Site, or (ii) fire or other casualty or requirement to comply with a change in
Applicable Law. Notwithstanding the foregoing, however, if compliance with the New
Requirements as to existing Improvements being altered, repaired or replaced pursuant to clauses
(i) or (ii) hereof would result in the need for material alteration, repair or replacement of material
Improvements that are not Preexisting Non-Confonning Improvement(s) in order for them to be
in functional or architectural harmony with one another, then the Preexisting Non -Conforming
Improvement(s) may be replaced or repaired into their existing non -conforming configuration,
style or location insofar as necessary to maintain such harmony. The definition of "material
alteration, repair or replacement" as used in this paragraph shall reside in the sound, good
faith discretion of the Administrator, but generally means that the item is replaced in its entirety
(or most major component parts thereof are replaced) or the repair cost approaches the cost to
replace the segregated Preexisting Non -Conforming Improvement(s) in question.
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(c) First -Class Construction. All construction shall be conducted in a First
Class manner with minimum disruption to the other portions of or uses of the Development Project.
3. Building Setbacks. No building or other building structure shall be erected within
the building setbacks below, with the distance indicated being the distance from the common
boundary of the Development Site and the named right-of-way or adjacent feature or tract
boundary, as indicated:
Right of Way or Adjacent Tracts:
Minimum Building Setback Distance:
Sjolander Road
Three Hundred Ninety (390) feet
Interstate Highway 10
One Hundred (100) feet
Any other public street right-of-way
Thirty Five (35) feet
West Development Site Boundary (not abutting a
Two Hundred (200) feet
public street right-of-way)
South Development Site Boundary (not abutting
Two Hundred (200) feet
a public street right-of-way)
4. Parking. Parking shall be provided for each building structure, subject to the terms
of the Development Restrictions, and so as at all times to comply with the City Ordinances and
other Applicable Laws.
5. Utility Lines. All electric supply, telecommunications, cable or similar lines within
or adjacent to the Road or Green Belt Reserve (except within the southeastern corner' of the Green
Belt Reserve) shall be installed underground. Above ground lines are permitted in the rear of
Development Sites located west of the Road and along the south boundary of the Development
Project and from those lines to any building. Also, the following above -ground lines are permitted:
(i) lines at those locations which the Administrator and the District, in the exercise of their
reasonable discretion, shall first approve in writing and (ii) primary source lines. Without
limitation, the Administrator, subject to the approval of the District, may promulgate additional
utility guidelines as part of the Development Restrictions, which additional guidelines must be
approved in advance in writing by the City. Utility lines shall be installed so as at all times to
comply with the City Ordinances and other Applicable Laws.
6. Loading Docks. The Administrator may promulgate loading dock guidelines as
part of the Development Restrictions, which additional guidelines must be approved in advance in
writing by the City. At -grade garage or overhead door openings are not considered a loading dock,
but only building openings used for loading/unloading with either (i) depressed truck well, or (ii)
"dock high" raised floor. No Loading dock, at -grade garage door, or overhead door openings may
face I-10 or Sjolander Road. Loading docks must be Screened.
7. Landscaping. Landscaping in accordance with the final approved Plans and
Specifications for the Development Site must be installed at the time of completion of a building
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on such Development Site. The Administrator may promulgate additional landscaping guidelines
as part of the Development Restrictions, which additional guidelines must be approved in advance
in writing by the City. Landscaping (including grass) must be irrigated.
8. Screening. Where Screening is required, it shall comply with the definition of
Screening in Article II. Laydown yards and loading docks shall be Screened.
9. Outdoor Storage Areas. Outside storage area and items thereon shall be Screened
from view in accordance with City Ordinances and may occur only on improved surfaces, such as
crushed concrete, shell, rock, concrete, asphalt or other stabilized surface approved by the
Administrator. Such surfaces shall be appropriately treated and maintained to reduce dust and to
prevent any nuisance.
10. Signs, Monuments and Flagpoles. All signs shall be in locations and of a design,
size and material as approved by the Administrator. No more than one (1) free standing ground
or berm mounted permanent sign, in addition to any building signage, shall be permitted for each
Development Site, provided that if the Development Site will be used for retail purposes, then the
Administrator, with consent of the City, may allow additional signage, which may include a
tasteful pole sign and other signage which is part of the trade dress of any brand. Unless otherwise
approved in writing by the Administrator, all other signs must be attached to and flush with an
exterior wall of a building and shall be parallel to and contiguous with its wall and not project
above its roofline. No sign of a flashing or moving character shall be installed and no sign shall be
painted on a building wall. Directional and traffic control signs, and signs advertising the sale or
lease of a Development Site are also permitted upon the written approval of the design and location
by the Administrator. The Administrator shall have the right, and hereby reserves an easement,
to enter upon any and all portions of the Development Project to remove any signs that are in
violation of this Article III, Section 9 upon reasonable notice to the Owner or Lessee of such
portion of the Development Project, all at the expense of such Owner or Lessee. Without limitation,
the Administrator may promulgate additional sign, monument and flagpole guidelines as part of
the Development Restrictions, which additional guidelines must be approved in advance in writing
by the City.
Declarant shall construct a project monument sign at the intersection of the Road and I-10
in accordance with the approved Signage Plan.
11. Illumination. All buildings are required to have exterior illumination facilities for
their front and side walls of a power and design to be approved by the Administrator prior to
commencement of construction, and, upon completing of said building, said illumination facilities
shall remain in full operation until twelve (12) midnight each night (subject to compliance with
applicable governmental requirements). Lighting will be designed, installed, oriented, and
operated so as not to create unacceptable glare to adjacent properties, as determined by the
Administrator. Without limitation, the Administrator may promulgate additional lighting and
illumination guidelines as part of Development Restrictions, which additional guidelines must be
approved in advance in writing by the City.
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12. Maintenance. The Owner of any Development Site or portion thereof shall have
the duty of and responsibility for keeping (and for causing its Lessee) the premises and
Improvements (including landscaping) in a first-class, well -maintained, safe, clean and attractive
condition at all times and in compliance with this Declaration and the Development Restrictions
(subject to any grandfathering expressly provided for herein as to future amendments hereto and
to the Development Restrictions). In addition, the Owner of any Development Site or portion
thereof shall be responsible for (and responsible for ensuring that its Lessee or occupant is
responsible for): (i) all maintenance of any property lying between the paved portion of any
adjoining public street and the Development Site, and (ii) until the Association (as hereinafter
defined) is formed and activated with such power, all maintenance and replacement of any
landscaping lying within any esplanade in any public street immediately adjoining such
Development Site (within the area of the esplanade that actually fronts the Development Site). If,
in the opinion of the Administrator, any such Owner (or- its Lessee) is failing in this duty and
responsibility, then the Administrator may give such Owner or Lessee, or both, written notice of
such fact, and such Owner or Lessee must, within a reasonable period after such notice (determined
on the basis of the nature of the alleged breach of this Declaration, but in no event more than thirty
(30) days thereafter), undertake the care and maintenance required to restore said Owner's or
Lessee's Development Site to a safe, clean and attractive condition, or bring the property and/or
landscaping into compliance with this Declaration. If Administrator gives the notice described in
the preceding sentence to Owner of such Development Site (irrespective of whether a Lessee
occupies such Development Site) at such Owner's last known address according to the information
available in the Administrator's records, upon the expiration of the applicable curative period the
Administrator shall have the right (but not the obligation), and hereby reserves an easement, to
enter upon any and all portions of any Development Site (through its own personnel, agents or
contractors) to perform such work that the Administrator deems reasonably necessary to effectuate
the purposes of these this Declaration. Failure or inability of the Administrator to be able to identify
or notify the Lessee of the Development Site of such violation shall not in any way reduce, limit
or prevent the Administrator from taking corrective, enforcement or lien action hereunder against
the Owner and the subject Development Site for a violation of this Section 12, as long as the
Administrator gives notice to the Owner of such Development Site as set forth herein. The Owner
of the Development Site on which such work is performed by the Administrator shall be liable for
all reasonable costs of any such work and shall promptly reimburse the Administrator therefor. If
such Owner shall fail to so reimburse the Administrator within thirty (30) days after being billed
therefor by the Administrator, then such cost shall be a debt of such Owner, payable to the
Administrator, and shall be a lien against any such Owner's Development Site, which lien is
expressly reserved and created in this Declaration. Except as set forth in Article VIII, Section 5
hereof, the lien reserved and created hereby is subject only to, and shall be subordinate and inferior
to, automatically and without the necessity of another document, any and all first lien purchase
money deeds of trust and liens in favor of third party financial institutions or representing bona
fide seller financing. The Administrator shall be liable for any actual damages (exclusive of any
consequential, special or punitive damages, all of which are hereby expressly waived by each
Owner of a Development Site) caused to any Development Site by its entry onto any Development
Site only if the Administrator has acted negligently in connection with any permitted work
performed by it hereunder. All references in this Article III, Section 11 to the Administrator shall
include the Association subsequent to its formation and activation.
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13. Utility Easements. Declarant hereby reserves for itself and its duly authorized
agents, representatives, employees, successors, assignees (including, but not limited to the
Association), licensees and the Administrator, an easement over all area within sixteen ( 16) feet
of each side and rear property line of any Development Site for the construction, replacing,
repairing and maintaining of all utilities. The Administrator and/or the Declarant shall have the
right and power to grant specific easements as it may deem necessary in its sole discretion to public
or private utility companies or governmental authorities for these purposes. All such easements
shall be recorded in the County Records.
14. Site Plan. The Development Project shall be developed in accordance with the Site
Plan, provided that Reserves, other than Green Belt Reserves and detention areas, may be re -
platted in accordance with City Ordinances.
15. Exterior Finishes on Building Front Facades. The exterior building wall which
faces the Road or I-10 and the other portions of the exterior building walls connected to the front
facade and extending at least one foot (P) beyond the front facade shall utilize masonry, stone,
brick, tiltwall, split face block, stucco, artificial stone/brick, haydite or similar concrete block with
an architectural finish such as split face, EFIS ("Exterior Finish and Insulation System")
comparable to Dryvit, or concrete with an architectural treatment or similar building materials
meeting the following coverage of building facades (excluding the area with windows and doors):
Total front facade— 100%
Side facades —minimum 50%
Total of all facades —minimum 60%
The remainder of the building may be those materials or concealed fastener metal panels, steel,
or aluminum, provided that those materials are suitably painted and maintained. Exterior color
shall be harmonious with the overall aesthetics of the Development Project. The restriction will
not be construed as a prohibition on the use of metal personnel doors and overhead/roll-up doors
or other miscellaneous architectural features made of metal, such as roof flashing, gutters or the
like; provided such metal personnel doors and overhead/roll-up doors or other miscellaneous
architectural features made of metal do not constitute fifty percent (50%) or more of any such
exterior building wall.
16. Architectural Character/Height & Size Limits. The architectural character of
buildings shall be determined by the Administrator in its approval of a Design Development Plan.
The Administrator, exercising its good faith judgment, shall utilize the Conceptual Architectural
Renderings attached as Exhibit C as guidance for architectural character. The buildings shown are
conceptual only. As to any Development Site which does not abut I-10 freeway, no building may
exceed thirty thousand (30,000) gross square feet in building footprint, and for any Development
Site which abuts I-10 freeway, no building may exceed fifty thousand (50,000) gross square feet
in building footprint (but additional floors are permitted such that the gross square footage in a
building may exceed the area of the permitted building footprint, such that a 3-story office building
on a Development Site abutting I-10 freeway may have up to one hundred fifty thousand (150,000)
gross square feet of building area). No building shall exceed (i) thirty five feet (35') in height
measured to the top of the eaves of the building, (ii) forty five feet (45') in height measured to the
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top of the roof, and (iii) two (2) stories; provided that an office building located on a Development
Site abutting I-10 freeway is not so limited, but shall not exceed the height limitations within the
ULDC.
17. Waiver; Variances. Except as expressly provided in this Declaration, the
Administrator, with the prior written approval of the City, shall have the right to grant variances
with respect to the strict application of any of the provisions contained herein as to any
Development Site, including, but not limited to, subsections 14-16, if the Administrator, in its sole
good faith judgment, determines that (i) strict applicability of any of the provisions hereof would
create a hardship as to the Owner of a Development Site or would make development of a
Development Site difficult or impractical, (ii) the granting of a variance will not adversely affect
the Development Project or the purpose or intent of this Declaration, and (iii) all required variances
pursuant to the City Ordinances and Applicable Laws have been obtained. No such variance as to
the applicability of any covenant, condition or restriction shall be construed to be a waiver of such
covenant, condition or restriction, or be construed so as to entitle any other party to a variance, as
to any other project, development or circumstance. Further, no such variance granted or denied by
the Administrator shall be subject to challenge by any other beneficiary of this Declaration or
Owner of any of portion of the Development Project, but shall be absolute with respect to the
portion of the Development Project as to which such variance has been granted. No delays in or
failure in enforcing this Declaration or the Development Restrictions as to any breach or violation
thereof shall impair, damage or waive the right of any party entitled to enforce the same to obtain
relief against or recover for continuation or repetition of such breach or violation or any similar
breach or violation thereof at any later time or times. Variances must be evidenced in writing, must
be signed by the Administrator (or, in the case of the Association, at least a majority of the board)
and the City, and shall become effective upon their execution. Variances shall be strictly and
narrowly construed, and no granting of a variance shall be construed as being broader or less
restrictive than its plain wording. The granting of such a variance shall not operate to waive any
of the terms and provisions of this Declaration or the Development Restrictions for any purpose
except as to the particular provision hereof covered by the variance, and shall only constitute a
waiver or variance for the particular Development Site for which it is issued and is not transferrable
(except shall run for the benefit of successive Owners of the Development Site for which it is
issued); provided, however, that a variance shall be issued only in connection with a
simultaneously submitted (or amended) application to the Administrator for approval of a plan for
Improvements or alteration of Improvements on a Development Site. Such variance shall be valid
only as to the final approved Plans and Specifications for such Development Site and not a different
or other configuration of Improvements, unless the variance expressly states that it is
"Unrestricted," which shall mean that it is a variance that is permanently associated with such
Development Site due to special site considerations and is not dependent on the final approved
Plans and Specifications for the Improvement of the Development Site. The granting or denial of
variances is in the sole discretion of the Administrator (or the directors of the Association as the
case may be), provided that the granting of variances must also be approved in writing by the City,
and UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATOR (OR THE
DIRECTORS OF THE ASSOCIATION) EVER BE COMPELLED, BY COURT ORDER OR
OTHERWISE, TO GRANT A VARIANCE UNDER THE PROVISIONS OF THIS SECTION.
The granting of any variance shall never affect in any way the Owner's obligation to comply with
all Applicable Laws, regardless of whether or not they are consistent with or contrary to the
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variance.
NOTICE: The granting of a variance under this Section is not a variance from any City
Ordinances.
ARTICLE IV
Owners Association: Assessments and Liens
1. Formation; Designation; Assignment of Administrator Powers. The
Administrator shall have the right, but not the obligation, to form, as a Texas non-profit
corporation, a property owners' association (the "Association") for the sole purpose of enforcing
and administering this Declaration. At any time after the formation of the Association, the
Administrator may, but shall not be obligated to (in one or more assignments at various times as it
may choose), assign all or any part of the rights, powers, duties or obligations vested in the
Administrator by this Declaration to the Association, by written assignment recorded in the County
Records identifying the Association by name. The first such assignment and designation of the
Association that is filed by the Administrator shall be deemed to activate the Association for
purposes of acting hereunder. After any such activation of the Association, such rights as have
been so assigned shall be fully vested only in the Association, and the Association will expressly
be responsible for all duties given to it by the Administrator by the terms of such assignment.
Unless and until the Administrator activates the Association as provided above, all rights of
Administrator hereunder shall continue to reside in the Administrator. Notwithstanding the
foregoing, however, at such time as Declarant has not owned any portion of the Development
Project for ten (10) years, but only if the Association has been formed and activated prior thereto,
the assignment of all remaining rights, powers, authorities and responsibilities of Administrator
under this Declaration shall take place automatically, without the need for action by any party. All
approvals and/or variances granted from time to time by the Administrator shall be binding upon
the Association and all Owners of the Development Project.
2. Rights and Duties. Upon its formation and Administrator's activation thereof, the
Association shall have all of the rights and duties of the Administrator hereunder that have been
assigned to it by the Administrator, or that have devolved upon it by passage of time as provided
in Section 1 of this Article IV. If the assignment to the Association by the Administrator is of
"all" such rights, powers, authorities and duties of the Administrator (or are stated to include "all
maintenance and repair responsibilities" of the Administrator hereunder), then the assigned rights
and duties that become the responsibility of the Association will include, without limitation,
carrying out and enforcement of this Declaration and the Development Restrictions, the
management, operation, upkeep, maintenance, repair, and replacement of all Common Areas and
Common Facilities, if any, specifically including, but not limited to the maintenance of the Road.
After formation and activation of the Association, it may provide services to the Development
Project, using independent contractors engaged by the Association, such as, but without limitation,
security patrols, esplanade lighting, street cleaning, insect fogging or any other services provided
that are approved by a Required Majority of Owners ("Approved Services"), and all Owners will
be assessed under the General Assessment for the cost of Approved Services regardless of whether
the Owner(s) in question voted to approve such Approved Services. The Administrator and
1)?
Association are each authorized to enter into one or more agreements with the District for the
District to maintain the Road, and for the Administrator- and/or Association (on behalf of the
Owners) to fund such costs, including, but not limited to, reimbursing the District for previously
expended costs, and, if appropriate, establishing reserves for anticipated costs. The City will not
maintain the Road.
3. Membership and Voting. Each Owner of a Development Site shall be a member
of the Association with such rights as are set forth in the Articles of Incorporation and Bylaws of
the Association. Voting rights for members of the Association shall be determined on the basis of
gross square footage of the portion of the Development Project owned by each member. The
Administrator may create as part of the Development Restrictions and in the Association formation
and governing documents, among other procedures for operation that are not in direct conflict with
the terms of this Declaration, rules regarding submissions of requests from, issuances of approvals
to, and exercise of voting rights by Owners of Development Sites where more than one Owner is
a fee or fractional interest Owner in such Development Site.
4. General and Special Assessments. The Association (and Administrator prior to
formation of an Association) shall expressly have the power to levy Assessments against land
within the Development Project in amounts which it deerns necessary to effectuate the purposes
of and carry out this Declaration, excluding the cost of enforcement of obligations of a specific
Development Site Owner (collectively, the "General Assessment"); provided, however, that
General Assessments may be increased to cover unpaid Special Assessments (as hereinafter
defined) pending collection thereof from the Owner who is responsible for paying them, unless
the Association elects to (and is able) to borrow such funds. Upon collecting any Special
Assessment(s) from the Owner obligated for the Special Assessment, then if the same were
previously funded by General Assessments, the Special Assessment revenue will be placed into
the Association's (or Administrator's) general revenues and general revenue budget to reduce the
obligations of future General Assessments accordingly. In addition, the Association (and the
Administrator prior to its fonnation and designation) may assess specially against the Owner of a
Development Site(s), and against the Development Site(s) directly, all costs of remedying any
defaults under this Declaration and/or the Development Restrictions by the Owner or Lessee of
the Development Site(s) in question, by a specific enforcement Assessment ("Special
Assessment"), which may include, interest, late charges, penalties (if applicable) and attorney fees
and court costs for General Assessments that are delinquent (for delinquent account collection),
and for other enforcement action, including, without limitation, costs of injunctive actions, suits
for specific performance or declaratory relief, actions to foreclose the lien hereunder, and
enforcement or collection actions in any bankruptcy or receivership proceedings of any Owner.
Any General Assessment shall be levied on a uniform basis against all of the Development Sites
on the basis of gross land square footage within any Development Site. General Assessments and
Special Assessments are sometimes collectively or generically referred to herein as the
"Assessments" or an "Assessment." Common Areas and Common Facilities owned by Declarant
and/or by the Association for common use by Owners are exempt from Assessment. If any portion
of Development Site consists of an easement for common use by Owners, then the Owner of that
Development Site shall be assessed for and shall have voting rights as to its entire acreage
notwithstanding such area affected by such easement.
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5. Use of Assessments In General. Any Assessment collected by the Association (or
Administrator before Association is activated with such powers) shall be used for one or more of
the following purposes as the Association may deem appropriate in its reasonable discretion:
maintenance of the Road (either directly or by contract with the District), planting, landscaping,
watering or irrigation, mowing, tree surgery and general upkeep and maintenance of planted or
landscaped areas; provision of safety and security measures; enforcement of parking restrictions;
enforcement of this Declaration and/or the Development Restrictions; maintenance of medians,
esplanades, sidewalks and easement areas in or adjacent to the Development Project and common
areas owned by or under easements to the Association; mowing of the portion of unsold Reserves
located within fifty (50) feet of a road; removal of illegal dumping on common areas and unsold
Reserves; reimbursement of reasonable costs and expenses of the Association in connection with
its operation and management and administration of this Declaration and/or Development
Restrictions (including but not limited to charges related to engagement of third party architects,
engineers, attorneys, accountants and other consultants in connection with such operation and
administration), taxes, insurance, attorneys' fees, costs of Approved Services and such other
non -capital and capital items of expense and expenditure as may be deemed by the Association, in
its discretion and good faith, to be necessary or desirable for the carrying out of these provisions
and for the general benefit of members of the Association. In no event shall the Association expend
any Assessments for a single capital replacement or addition that costs in excess of $100,000.00
without a vote of the Required Majority of Owners approving such expenditure that was held in
accordance with the Association's governing documents.
6. Lien to Secure Assessments. To secure the payment of any Assessments levied by
the Association (or Administrator before Association is activated with such powers) and any other
sums due hereunder (including, without limitation, interest, late fees or delinquency charges), a
lien is hereby reserved and created in favor of the Association against each Development Site. The
lien reserved and created hereby is subject only to, and except as expressly set forth to the contrary
in this Declaration shall be subordinate and inferior to, automatically and without the necessity of
another document, any and all first lien purchase money deeds of trust and liens in favor of third
party financial institutions or representing bona fide seller financing. By accepting a deed to a
Development Site, each Owner of such Development Site expressly grants to the Association a
lien for the payment of any Assessments, and such lien shall be binding with a power of sale to
enforce such lien by non judicial foreclosure pursuant to the provisions of Section 51.002 of the
Texas Property Code, or any successor statute governing enforcement of consensual liens on real
estate (the "Code"), and for the purposes of a trustee to conduce the sale, the President of the
Association (or any designated officer of Administrator before Association is activated) are the
trustee with authority to conduct such sale. Alternatively, the Association may institute a suit or
proceeding at law or in equity or take any lawful action to enforce collection of any defaulted
Assessments, including, but not limited to, an action to foreclose the lien reserved and created
herein securing any Assessments. Any foreclosure may be brought by the Association in the same
manner as an action to foreclose the lien of a mortgage of deed of trust on real property in
accordance with the Code.
7. Delinquent Assessments. Any Assessment not paid within thirty (30) days after
the due date shall bear interest at the maximum per annum ceiling rate allowed by applicable usury
laws from the due date until paid or, if there is no maximum lawful rate applicable to such
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transaction, then at the rate of eighteen percent (18%) per annum. The Association (or
Administrator before the Association is activated with such powers) may bring an action at law
against the Owner personally obligated to pay the Assessment(s), foreclose the lien against the
Development Site (per Article IV, Section 6 hereof), or pursue both such remedies to the extent
not mutually exclusive, in addition to pursuing and enforcing any equitable remedies such as
injunction, specific performance, and/or declaratory judgment. Interest, court and other collection
costs and attorneys' fees incurred in any such action shall be added to the amount of such
Assessment or charge.
8. Mandatory Date for Formation of Association. Notwithstanding the foregoing,
at such time as Declarant (or its designated transferee or assignee as successor named and
designated in writing in the County Records) no longer owns at least forty percent (40%) of the
gross square footage of the Development Project, any one or more Owners of Development Sites
with an aggregate of more than fifty percent (50%) of the gross square footage of the Development
Project may form or compel the formation of the Association for the purposes stated herein. Such
Owners shall thereupon send notice of the formation of the Association to all Owners of record of
Development Sites as shown by the tax assessors' rolls of Harris County, Texas and shall file such
notice, signed by the requisite Owners of Development Sites in the County Records.
9. Optional Loans by Declarant. Declarant may, but is not obligated to, advance
funds for the maintenance and improvement of the common areas (and other expenses of the
Association or Administrator provided herein), and the operation of the Association (or of
Administrator prior to establishment of the Association). Such funds shall be reimbursed to the
Declarant by the Association, with 6% interest from the date advanced, as an obligation of the
Association. The loan(s) shall be represented by one or more promissory notes executed by the
Association payable to the order of Declarant and providing for a repayment period not to exceed
five (5) years from the date of the note. The loan(s) shall be paid in equal quarter annual
installments amortized over five (5) years.
ARTICLE V
Public Infrastructure
1. Construction of the Road /City Inspection. The Road shall be constructed by
Declarant in accordance with the Site Plan and to City specifications for a public road, including
an emergency connection from the end of the Road to and/or from Sjolander Road, together with
an emergency access gate (known as a 911 Gate) to which the City and District have access for
emergencies. No internal sidewalks along the Road will be constructed since the Development
Project is a Business Park where pedestrian access and usage is not typical. The City agrees to
inspect the Road upon completion of its construction by Declarant and to deliver to Declarant and
the District a letter confirming that the Road has been completed in accordance with the
engineering standards and specifications for a public road and the City acknowledges that the Road
is a public road, but to be maintained solely by the District or the Association, not the City.
25
2. Dedications.
(a) The Road. The Road shall be dedicated as a public road on the plat for the
Development Project, to be dedicated to the Public, but subject to the District's agreement
to maintain the Road in Section 3 below.
(b) Sjolander Right -of -Way. Additionally, and notwithstanding that the
Development Project takes no access to Sjolander Road, Declarant shall dedicate to the
City an additional thirty foot (30') right-of-way along the west side of Sjolander Road, and
to construct a sidewalk to City specifications within such area.
3. Maintenance of the Road by the District. Upon receipt of the City's letter
referenced in subsection 1 above, the District shall thereafter maintain the road in accordance with
the City's engineering and maintenance standards and Applicable Laws for similar roads in the
City, as set forth in the Utility Functions and Services Allocation Agreement, as amended, between
the City and the District. The District shall follow all standard District procedures and Applicable
Laws, including applicable bidding requirements in performing all necessary repairs and
maintenance for the Road. The District is responsible for all costs of Road maintenance and pay
such costs through legally available revenues, including such revenues received from the
Association pursuant to agreement between those parties. If the Road is not accepted for
maintenance by the District, for any reason, then the Association shall directly maintain the Road.
The parties acknowledge that the City is not obligated to maintain the Road, and will not maintain
the Road.
4. Road Use and Regulation. The City may enforce City Ordinances and Applicable
Laws as to the use of the Road.
5. Sjolander Sidewalk. Declarant shall construct to City specifications a sidewalk
along the west side of Sjolander Road in the newly dedicated right of way, at no cost to the City.
All landscaping and fencing within the Green Belt Reserve and sidewalks along Sjolander Road
shall be installed prior to final plat.
6. Green Belt Reserve. Declarant shall develop the Green Belt Reserve in
accordance with the Site Plan, as a buffer between the Development Project and Sjolander Road
(and residential housing east of Sjolander Road). The Green Belt Reserve shall be subject to the
jurisdiction and control of the Association. At Declarant's discretion, the Green Belt Reserve may
be included within Reserves in fee title, but subject to the easement for Green Belt Reserve
purposes, may be conveyed in fee simple to the District or to the Association. The drainage and
detention areas within the Green Belt Reserve shall be designed and constructed by Declarant in
accordance with all Applicable Laws, including without limitation the requirements of Harris
County Flood Control District in order to provide ample drainage capacity for the Development
Project. The Green Belt Reserve is hereby restricted in perpetuity as a green space reserve to be
maintained by the Association. Except for detention and related drainage improvements, no
Improvements may be constructed in the Green Belt Reserve and no equipment, supplies, goods,
containers and shipping palettes or other materials may be stored or located thereon. Declarant
shall comply with the vegetated buffer requirements contained in the City Ordinances for the area
26
along Sjolander Road by installing two (2) rows of vegetative buffer between the fence and
Sjolander Road and one (1) row of vegetative buffer between the fence and the detention ponds.
In addition, Declarant shall install a six foot (6) tall fence made of wood or other material approved
in writing by the City. Such fencing shall include decorative columns spaced every 160 to 200 feet
and be constructed of masonry materials comparable to pioneer chop — cream stone veneer with a
precast stone cap on each column. The Administrator with concurrence of the City, acting through
the City Manager, may approve minor variations and details relating to this landscaping buffer.
No other landscaping is required to be placed or maintained in the Green Belt Reserve, but the
Owner or developer of each portion of the Green Belt Reserve may elect to further landscape the
Green Belt Reserve on such Owner's or developer's Development Site, provided any such further
landscaping complies with the City's landscape requirements, as they now exist or may be
hereinafter amended. Regardless of anything contained herein or elsewhere to the contrary, the
landscape requirements contained in City Ordinances shall apply throughout the Development
Project. All landscaping and improvements within the Green Belt Reserve required herein shall
be installed prior to final plat.
7. Needlepoint Road Right Turn Lane. If the City commences construction of an
asphalt right turn lane from Needlepoint Road north onto Sjolander Road (across from the
Development Project) within five (5) years of the Effective Date, then the Declarant shall
contribute TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00) to the City to be
applied to the total cost.
ARTICLE VI
Term; Termination and Amendment. Enforcement
1. Duration and Amendment/City Consent. Each condition and covenant
contained in Declaration shall remain in full force and effect until December 31, 2070, and shall
automatically renew for successive ten (10) year periods thereafter; provided, however, that this
Declaration shall not be automatically renewed and extended for such successive terms if, prior to
the expiration of the initial term hereof or any automatic renewal term that has then already
occurred, the Owners of seventy-five percent (75%) of gross square footage of the Development
Project (the "Required Majority of Owners") execute and acknowledge a declaration of
termination, to be effective upon the expiration of the then current initial or renewal term, and
record the same in the County Records. The Required Majority of Owners at any time after the
Association has been formed and activated, may by written declaration signed and acknowledged
by them and the Administrator in the County Records, alter or amend, but not terminate, the
restrictions, conditions and covenants contained herein and this right shall exist as long as the
Required Majority of Owners and the Administrator shall so desire. References in this Declaration
to a percentage (or fraction) of the gross square footage of the Development Project shall be
determined by excluding from the numerator and the denominator any portion of the Development
Project that is platted, dedicated or otherwise acquired or used as a public street, drainage or
detention structure, park or other common area, but shall include the Green Belt Reserve. The
foregoing notwithstanding, no amendment of Articles I1, III, V, VI or VIII, nor termination of this
Declaration shall be effective without consent of the City.
27
2. Enforcement. The Declaration shall be enforceable exclusively by Declarant,
Administrator, and the Association (after its formation and activation with such powers), and
additionally, as to the Special Restrictions, by the City, and as to Article V, by the District, and
their respective successors and assigns. Enforcement may be by an action for injunction to restrain
or enjoin a violation or threatened violation of the Declaration, or by an action for damages, or
both. If any such party bringing suit to enforce the terms and provisions hereof shall prevail therein,
such party shall also be entitled to recover therein (or in a separate suit) a reasonable sum as
attorney's fees from the party or parties against whom judgment is rendered. It is further agreed
that if a suit for injunctive relief is brought for enforcement of the Declaration, the party against
whom such suit is brought shall have no right to, and by having accepted any deed or lease to
property within the Development Project shall be conclusively deemed to have covenanted and
agreed not to (and to have waived any right to), urge or assert as a defense that an adequate remedy
at law exists. Under no circumstances is any party who is subject to the Declaration be liable for
consequential, special or punitive damages as a result of any breach hereof. Each Owner from time
to time of any Development Site shall be bound by the Declaration and liable for breaches or
defaults thereof related to its Development Site only during that Owner's ownership of such
Development Site, and such Owner shall not be liable for breaches hereof by any subsequent
Owner (or user) of such Development Site; provided, however, that nothing herein exculpates any
Owner who sells a Development Site from liability to its transferee to the extent the transferring
Owner contractually warranted or guaranteed compliance herewith or contractually agreed to
indemnify the subsequent Owner from any non-compliance existing as of the date of the
conveyance of the Development Site to the new Owner.
ARTICLE VII
[INTENTIONALLY DELETED]
ARTICLE VIII
General Provisions
l . Representations by Declarant. Declarant represents and warrants that it owns fee
simple title to the Development Project lands, subject to all existing liens, restrictions, easements,
rights -of -way, and other encumbrances of record in the County Records.
2. Term; Covenants Run With Land. The teen of this Declaration is as set forth in
Article VI hereof. The terms and provisions of this Declaration shall run with the land and bind
the land within the Development Project and each Owner from time to time of each Development
Site or any interest in any such Development Site, and each Lessee, occupant, and user of any such
Development Site from time to time, for the duration (term) stated in the respective sections
referenced in the preceding sentence.
3. Additional Property. The Administrator shall have the right to bring within the
Development Project additional property in its discretion. Any additions authorized under this
Article VIII, Section 3 shall be made by filing of record in the County Records, a supplemental
declaration with respect to the additional property, which shall extend this Declaration (as therein
28
modified) to such property, executed by the Administrator. Upon such filing, the Development
Project shall include the additional property described in such supplemental declaration.
4. Approvals by Administrator, Association and/or the City. Whenever in this
Declaration any approval or consent of the Administrator, the Association (if activated with such
powers) and/or the City is required, such consent or approval shall be consistent with the purposes
and intent of these Declarations and shall not be withheld arbitrarily or in bad faith. The
Administrator, the Association and the City shall have no liability for the granting or withholding
of any such approval or consent if (i) done in good faith or (ii) done in bad faith by another party
hereto. It is understood that while Administrator has the power of consent or approval hereunder,
and while the vote of Declarant is the control vote in the Association after it is activated, the
Administrator will be acting in the self-interest of Declarant in material respects in regard to
preserving, retaining, and enhancing the value of Development Sites that it owns, and such self-
interest does not, by itself, constitute an element of or evidence of bad faith in decision making
hereunder.
5. Rights and Obligations of Lenders. If by virtue of any right or obligation set
forth herein, a lien shall be placed upon any Development Site, such lien shall expressly be
subordinate and inferior, except as set forth in this Article VIII, Section 5, to the lien of any first
lienholder now or hereafter placed on such Development Site. Except as set forth in the preceding
sentence, however, any holder of a first lien on any Development Site, and any assignee or
successor in interest of such first lienholder, shall be subject to the terms and conditions of this
Declaration. Notwithstanding anything herein contained or implied to the contrary, any and all
liens created pursuant to the terms hereof shall be paid and satisfied in full upon the sale of any
Development Site or any property to which such lien attaches, and if not so paid upon sale, such
lien shall no longer be subordinate and inferior to any lien on such Development Site or property,
and the lien created hereunder shall become a first and prior lien to all existing and future liens.
6. Limitation of Liability. Any person acquiring fee or leasehold title to any
Development Site shall be bound by this Declaration only as to the Development Site acquired by
such person. In addition, such person shall be bound by this Declaration only during the period
such person is the Owner or Lessee of such Development Site, except as to obligations, liabilities
and responsibilities that accrue during said period of such Owner's ownership or Lessee's leasehold
interest. Although persons may be released herein, the easements, covenants, conditions,
restrictions and encumbrances contained in this Declaration shall continue to be benefits to and
servitudes upon said tracts running with the land comprising the Development Project.
7. Use of "Gateway 10 Business Park". The name "Gateway 10 Business Park" shall
not be used in connection with any business or trade or operations on or any portion of the
Development Project without the prior written consent of the Administrator, which consent the
Administrator may withhold in its sole discretion. All rights, titles and interest in and to the name
"Gateway 10 Business Park" are expressly reserved and retained by Declarant.
8. Notices. Any notice required or desired to be given under this Declaration shall be
in writing and shall be deemed to have been properly given and served when (i) three (3) days after
29
deposit in the United States Mail, certified, return receipt requested, postage prepaid, and properly
addressed, or (ii) delivered in person or receipted for at the proper notice office address of the party
being served if sent or delivered by any other means, in each case addressed, if to an Owner, to the
Owner's last known address as shown on the records of the Administrator (or the Association after
activated) at the time of such mailing or, if to the Administrator, to its President, Secretary or
registered agent at its address specified herein (as amended from time to time as hereinafter stated).
The initial address for the Administrator and Declarant shall be:
3900 Lee Street
Alexandria, Louisiana 71302
Attn: Gregg H. Thompson
Such address for the Administrator shall be effective unless and until a notice of change of address
shall be made and filed by Administrator in the County Records specifying a different address (in
which event such address specified in such notice shall be the address, for the purposes of this
Article VIII, Section 8 for the Administrator thereafter). Upon activation of the Association,
notices shall be given to the Association at the office of its State of Texas registered agent shown
in the records of the Texas Secretary of State unless and until the President of the Association
records a notice of change of address for the Association in the County Records. If any Owner
(other than Declarant) fails to give written notice of a change of address to the Administrator or,
after- it is activated, the Association, then notice to such Owner at or care of any address where an
Owner has a building completed within the Development Project will be effective as notice
hereunder or, in the absence of any such existing building owned by that Owner, to the address of
the Owner set forth in the instrument of conveyance whereby such Owner took title to the
Development Site that it most recently purchased in the Development Project based on the good
faith inquiry of the Administrator or Association with available title data of a title insurer. Any
notice address provided by any Owner to the Administrator or Association hereunder must include
(even if there is a separate address for mail) a street address that is not a mail drop or post office
box type address so that overnight courier services (such as FedEx) can deliver to the Owner or a
live representative of the Owner at such address during normal business hours.
9. Law Governing. This Declaration shall be governed by and construed in
accordance with the laws of the State of Texas.
10. Successors and Assigns; Assignment of Declarant Rights. This Declaration, and
all the terms and provisions hereof, shall be binding upon Declarant, its successors, assigns and
successors in title, and violations of this Declaration by any such parties shall be enjoinable and
actionable as herein provided. The rights and powers of Declarant and/or Administrator hereunder
may be assigned by Declarant to any third party who purchases all or all remaining (or any part
of) Development Project lands, but no such assignment of Declarant or Administrator rights shall
ever transfer with Declarant' s transfer of title to any part of the Development Project unless
Declarant expressly and specifically executes and records a written assignment of the Declarant
and/or Administrator's rights (or any of them) under this Declaration, which express assignment
of Declarant or Administrator rights may be included in any conveyance document or by separate
instrument. Declarant may also, likewise by specific express recorded assignment only, convey
30
Declarant's and/or Administrator's enforcement rights under this Declaration to any property
owners' association formed to govern or manage any part of the Development Project.
11. Severability. This Declaration is intended to be performed in accordance with, and
only to the extent permitted by, all Applicable Laws, ordinances, rules and regulations of
governmental authorities having jurisdiction. If any provision of this Declaration, or the
application thereof to any person or circumstance, shall, for any reason or to any extent, be held to
be invalid or unenforceable, then the remainder of this Declaration and the application of such
provision to other persons or circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted by law.
12. Headings. The headings contained in this Declaration are for reference purposes
only and shall not in any way affect the meaning or interpretation hereof.
13. Miscellaneous. The singular wherever used herein shall be construed to mean or
include the plural when applicable, and the necessary grammatical changes required to make the
provisions hereof apply either to corporations (or other entities) or individuals, male or female,
shall in all case be assumed as though in each case fully expressed. If any part of this Declaration
shall be in conflict with any term of a previously recorded deed of conveyance to any portion of
the Development Project, the term of the prior deed of conveyance shall govern, but only to the
extent of such conflict. If additional restrictions are imposed upon a Development Site by
Declarant in the instrument by which Declarant conveys a Development Site or any portion
thereof, the terms of the deed of conveyance shall be in addition to the Declaration herein and shall
be solely in favor of Declarant unless otherwise specifically stated in the instrument of conveyance.
14. City Joinder. The City joins in this Declaration for purposes stated herein,
including, but not limited to, (i) enforcing the Special Restrictions (and the related defined terms
used therein), and (ii) joining in all amendments or terminations of this Declaration. The joinder
of the City herein shall not be deemed to make the City primarily responsible (all of which
responsibility it hereby expressly disclaims) for monitoring or enforcement of any requirement of
this Declaration , but the City has the authority (but not the obligation) to enforce the Special
Restrictions.
15. Limited District Joinder. The District joins in this Declaration for purposes of
Article V. The joinder of the District herein shall not be deemed to require joinder of the District
in any amendments or terminations of this Declaration.
[REMAINDER OF PA GE INTENTIONALL Y LEFT BLANK -
SIGNATURE PAGES FOLLOW)
31
SIGNATURE PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY 10 BUSINESS PARK
IN WITNESS WHEREOF, this Declaration is executed on the date set forth below to
be effective as of the Effective Date first set forth above.
DECLARANT:
GATEWAY TEN BUSINESS PARK, LLC,
a Texas limited liability company
By:
Name: Robert Ratcliff, Sr.
Title: Manager
THE STATE OF TEXAS
S
COUNTY OF HARRIS
This instrument was acknowledged before me on this day of June, 2020, by
Robert Ratcliff, Sr., Manager of GATEWAY TEN BUSINESS PARK, LLC, in that
capacity and on behalf of said limited liability company.
Notary Public in and for The State of Texas
32
SIGNATURE PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY 10 BUSINESS PARK
IN WITNESS WHEREOF, this Declaration is executed on the date set forth below to be effective
as of the Effective Date first set forth above.
ADMINISTRATOR:
RATCLIFF COMPANIES, LLC,
a Louisiana limited liability company
By:
Name:
Title:
THE STATE OF TEXAS
COUNTY OF HARRIS
Gregg H. Thompson
Manager
This instrument was acknowledged before me on this day of June, 2020, by Gregg H.
Thompson, Manager of Ratcliff Companies, LLC, a Louisiana limited liability company, on behalf
of said limited partnership.
Notary Public in and for The State of Texas
[JOINDER PAGES FOLLOW]
33
JOINDER PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY 10 BUSINESS PARK
The City of Baytown, Texas
The CITY joins herein for the purposes stated herein and accepts and acknowledges the benefits
of such provisions:
CITY OF BAYTOWN, TEXAS
IM
Name:
Title:
Date: June , 2020
34
JOINDER PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY 10 BUSINESS PARK
Harris County Municipal Utility District No. 473
The HARRIS COUNTY MUNICIPAL UTILITY DISTRICT NO. 473 joins herein for the
purposes stated herein and accepts and acknowledges the benefits of such provisions:
HARRIS COUNTY MUNICIPAL UTILITY
DISTRICT NO. 473
M
Name:
Title:
Date: , 2020
JOINDER PAGE
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
FOR GATEWAY 10 BUSINESS PARK
Ratification by New Sjolander, L.L.C.
The undersigned, being the current record title owner of the Property, joins herein for the purposes of
ratifying the Declaration, and in the event that Declarant does not become record title owner of the Property
by June 30, 2020, then the City may record or District may record this Declaration, provided that the
undersigned shall automatically become the Declarant and Administrator under the Declaration, such that
all references therein to the Declarant or the Administrator shall be to the undersigned and the address
below shall apply for notice purposes.
NEW SJOLANDER, L.L.C.
0
James R. Kimbrough, Manager
Address for Notice:
Houston, Texas
Date: .2020
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on this day of May, 2020, by James R.
Kimbrough, Manager of New Sjolander, LLC, a Texas limited liability company, on behalf of said
limited liability company.
Exhibits:
Exhibit "A" Legal Description
Exhibit "B" Site Plan showing 911 gate and fence, and 30' Sjolander right of way dedication
Exhibit "C" Conceptual Architectural Renderings
After Recording, Return To:
Reid Wilson
Wilson Cribbs + Goren
2500 Fannin
Houston, Texas 77002
EXHIBIT " All
Legal Description of Development Project
TRACT 1 (Fee Simple):
FIELD NOTES of a 58.708 acre tract of land situated in the Ashbel Smith Survey, Abstract 954,
Harris County, Texas and being all of that same land conveyed by Fireside Holdings LLC & 1-
10 Sjolander LLC to New Sjolander LLC by Deed dated May 19, 2017 and recorded under
County Clerk's File #RP-2017-222808 of the Official Public Records of Real Property of Harris
County, Texas. This 58.708 acre tract of land is more particularly described by the following
metes and bounds, to -wit:
NOTE: BEARINGS ARE STATE PLANE BEARINGS AND ALL COORDINATES REFER
TO THE TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAO
83. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR = 1.0000000.
REFERENCE IS MADE TO THE MAP OF EVEN DATE ACCOMPANYING THIS METES
AND BOUNDS DESCRIPTION.
BEGINNING at a 1 inch iron pipe inside a 2 inch iron pipe found in the South right-of-way line
of Interstate Highway 10 (right-of-way width varies) at the Northeast corner of that certain 8.00
acres conveyed by Virginia Evans, et al, to Roy Valladares, et al, by Deed dated March 12, 2003
and recorded under County Clerk's File #W753526 of the Official Public Records of Real
Property of Harris County, Texas. Said point being the Northwest corner and POINT OF
BEGINNING of this tract and has a State Plane Coordinate Value of Y=13,864,666.79 and
X=3,254,674. 16.
THENCE: North 78°05'06" East along the Westernmost North line of this tract and the South
right -of- way line of said Interstate Highway 10 for a distance of 1301.80 feet to a 1/2 inch iron
rod, with cap (BHA), set for the Northernmost Northeast corner of this tract and the Northwest
corner of 1-10 Sjolander Minor Plat as recorded under Film Code #677339 of the Map Records
of Harris County, Texas. Said point has a State Plane Coordinate Value of Y=13,864,935.56 and
X=3,255,947. 91; from which a 1/2 inch iron rod, with busted cap, found for the Northeast corner
of that certain 15 feet wide right-of-way strip conveyed to City of Baytown by said Minor Plat
bears North 78005'06" East 320.00 feet.
THENCE: South 16°46'54" East along the Northernmost East line of this tract and the West line
of said 1-10 Sjolander Minor Plat for a distance of 203.86 feet to a 1/2 inch iron rod, with cap
(BHA), set for an interior corner of this tract and the Southwest corner of said 1-10 Sjolander
Minor Plat. Said point has a State Plane Coordinate Value of Y=13,864,740.38 and X=3,256,006.
77.
THENCE: North 78°05'06" East along the Easternmost North line of this tract and the South line
of said 1-10 Sjolander Minor Plat for a distance of 320.00 feet to an "x" cut in concrete set for
the Easternmost Northeast corner of this tract, the Southeast corner of said 15 feet wide right-of-
way strip and an interior corner of Sjolander Road (right-of-way width varies). Said point has a
State Plane Coordinate Value of Y=13,864,806.45 and X=3,256,319.88.
THENCE: South 16°4654" East along the Southernmost East line of this tract and the West
right-of-way line of said Sjolander Road for a distance of 307.84 feet to a 1/2 inch iron rod, with
cap (BHA), set for an angle point in said line. Said point has a State Plane Coordinate Value of
Y=13,864,511.72 and X=3,256,408. 76.
THENCE: South 10'56'54" East along the Southernmost East line of this tract and the West right-
of-way line of said Sjolander Road for a distance of 1076.40 feet to a 1/2 inch iron rod, with cap
(SHA), found for the Southeast corner of this tract and the Easternmost Northeast corner of that
certain 32.85 acres conveyed by Jonathan Groves, et ux, to JCG Real Estate, LLC by Deed dated
July 1, 2013 and recorded under County Clerk's File #20130335919 of the Official Public
Records of Real Property of Harris County, Texas. Said point has a State Plane Coordinate Value
of Y=13,863,454.91 and X=3,256, 613.19; from which a 1/2 inch iron rod found for the
Easternmost Southeast corner of said 32.85 acres bears South 11'52' 16" East 61.03 feet.
THENCE: South 78°00'07" West along the South line of this tract and the Easternmost North line
of said 32.85 acres for a distance of 1647.05 feet to a 1 inch iron rod found for the Southwest
corner of this tract and the Southeast corner of said 8.00 acres. Said point has a State Plane
Coordinate Value of Y=13,863,112.52 and X=3,255,002.12.
THENCE: North 11'54'54" West along the West line of this tract and the East line of said 8.00
acres for a distance of 1588.49 feet to the PLACE OF BEGINNING and containing within these
boundaries 58.708 acres or 2,557,316.997 square feet of land.
EXHIBIT " B"
Site Plan for Develonment Proiect
EXHIBIT " C"
Conceptual Architectural Renderings
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