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Ordinance No. 14,516ORDINANCE NO. 14,516 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL DISTRICT AGREEMENT WITH AX PBJ, L.P.; 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 Mayor and City Clerk of the City of Baytown to execute and attest to an Industrial District Agreement with AX PBJ, L.P. A copy of said Industrial District Agreement is attached hereto, marked 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 241h day of September, 2020. BRANDON CAPETILLO, Mayor ATT T: X L TICIA BRYSCH, C1'15Lklerk of VNTO ly�d APPROVED AS TO FORM: e °s ao o° co KA-RT N L'HORNER, Interim City Attorney OF RAaren HomerlDocuments\FileslCity Counc&ordinances\2020 September 24UDAwithAXPBJLP.docx Exhibit "A" Industrial District Agreement This Industrial District Agreement ("Agreement") is made and entered into between the City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as `Baytown' or "City," and AX PBJ, L.P., a Delaware limited partnership, hereinafter referred to as "Property Owner." In consideration of the promises and of the mutual covenants and agreements herein contained, it is agreed by and between the City and Property Owner as follows: I. Parties This Agreement is made under the authority of Texas Local Government Code Annotated §42.044 (Vernon 1993), article XI, §5 of the Texas Constitution and other applicable law. The parties to the Agreement and their addresses are: The "City" City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Copy to: City of Baytown Attn: City Attorney P.O. Box 424 Baytown, TX 77522 2. The "Property Owner" Tax Statement Address: AX PBJ, L.P. AX PBJ, L.P. Attn: President Attn: Tax Department 16220 N. Scottsdale Rd, Suite 280 16220 N. Scottsdale Rd, Suite 280 Scottsdale, AZ 85254 Scottsdale, AZ 85254 II. Identification of Property, an�ustrial District This Agreement includes provisions concerning certain rcal estate and tangible personal property owned or leased by the Property Owner. Real estate located outside the corporate limits of the City is sometimes referred to herein as the "affected area," and it is described in Exhibit A, which is attached to this Agreement and made a part hereof. Acting pursuant to the above - mentioned authority, the City Council of the City has by ordinance, designated the affected area as an industrial district, the same to be known as Baytown Industrial District No. 3 (the "Industrial District"). III. Term The term of this Agreement is seven tax years, from 2020 through 2026, unless it is sooner terminated under the provisions hereof. This Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of the parties to this Agreement and shall remain in effect for seven years. This Agreement supersedes any prior existing agreements between the Property Owner and the City relating to the subject matter specific to the term hereof. IV. Limited Immunity from Annexation by the City In consideration of the obligations of the Property Owner herein set forth, the City hereby guarantees for the term of this Agreement the immunity of the affected area from annexation of any type by the City except for such parts of the affected property as may be necessary to annex property owned by third parties within the Industrial District that the City may decide to annex. Additionally, this Agreement shall not affect the continuation of any limited purpose annexation status to which the affected area is now subject. V. Industrial District Payment As part of the consideration for the City's undertakings as set forth above, the Property Owner agrees to pay to the City on or before December 3I s` of each year during the term hereof a sum of money equal to: the Base Value Industrial District Payment plus the Added Value Industrial District Payment. The sum of the Base Value Industrial District Payment plus the Added Value Industrial District Payment shall be referred to as the Industrial District Payment. A. Base Value Industrial District Payment The Base Value Industrial District Payment shall be calculated as follows: (1) the fair market value as agreed to and stipulated by the parties to be as follows for each year indicated: 7202 0 $24,571,400.00 1 $24,571,400.00 2 $24,571,400.00 2 2023 $24 571 400.00 2024 $24,571,400.00 2025 $24,571,400.00 2026 $24,571,400.00 hercinafter referred to as the "Base Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City, multiplied by the applicable Yearly Payment Rate as detailed below: TAX YEAR YEARLY PAYMENT RATE 2020 .66 2021 .66 2022 .66 2023 .66 2024 .66 2025 .66 2026 .66 plus (3) the value of the situs inventory, which is the personal property and inventory stored or held on or within the affected property which is not owned by the Property Owner, as assessed each year by the Chambers County Appraisal District, multiplied by (4) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City, multiplied by 0.50, and multiplied by the applicable Yearly Payment Rate as detailed below: TAX YEAR YEARLY PAYMENT RATE 2020 .66 2021 .66 2022 .66 2023 .66 2024 .66 2025 .66 3 YEARLY TAX YEAR PAYMENT RATE 2026 .66 On or before February 1st of each contract year during the term of this Agreement, the Property Owner shall file separate written information reports with the City's Director of Finance stating the name and address of each person to whom the Property Owner leased or otherwise provided storage space on (1) January Pt of the current contract year and (2) September I` of the preceding year. Additionally, if the Property Owner on or before July 1 ' of each year certifies under oath that the Property Owner has required the owner of the situs property to make the payment to the City for that portion of the Base Value Industrial District Payment calculated pursuant to subsection (3) and (4) this Subsection A, the City shall invoice such owner for that amount. However, nothing herein shall be construed so as to relieve the Property Owner from making the full Industrial District Payment on or before December 3 1 ' of each year should the owner of the situs property fail to timely pay that portion of the Base Value Industrial District Payment calculated pursuant to subsection (3) and (4) this Subsection A. B. Added Value Industrial District Payment ient The Added Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area on January 1 of each year in which an Industrial District Payment is due hereunder minus the Base Year Value, hereinafter referred to as the "Added Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by the applicable added value industrial district payment rate detailed below. The applicable Added Value Industrial District Payment Rate shall be determined using the following chart: 4 TAX YEAR ADDED VALUE INDUSTRIAL DISTRICT PAYMENT RATE 2020 .00 2021 .00 2022 .25 2023 .35 2024 .45 2025 .55 2026 .66 If the formula used in calculating the Added Value Industrial District Payment produces a negative number, then the Added Value Industrial District Payment shall be $0.00. VI. Valuations and Collections A. Generally The parties hereto recognize that said Chambers County Appraisal District is not required to appraise for the City the land, improvements, and tangible property, real or mixed, in the affected area, which is not within the corporate limits of the City, for the purpose of computing the payments hereunder. For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including, in particular, the Texas Property Tax Code), except, however, that (i) to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City, the provisions of this Agreement will control where in conflict with the provisions of such laws and (ii) the income method of appraisal as described in Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which a rental market exists. Specifically, nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists, instead if such method is used, the chief appraiser shall: 1. use income and expense data pertaining to the property, if possible and applicable; 2. make any projections of future income and expenses only from clear and appropriate evidence; 3. use data from generally accepted sources in determining an appropriate capitalization rate; and 4. determine a capitalization rate for income -producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. 5 The parties agree that the fair market value of the Property Owner's land, improvements, and tangible property subject to Subsections B and C of this section shall be determined in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment under this Agreement on properties annexed or disannexed subsequent to the commencement of this Agreement. The City may choose to use the appraised value as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination), or by appraisal conducted by an independent appraiser of the City's selection at the City's expense. The determination of fair market values by the City shall be final and binding unless the Property Owner within thirty (30) days after receipt of the City's determination petitions for a Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section XHI hereof. Nothing contained herein shall ever be construed as in derogation of the authority of the Chambers County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. B. Adjustment of Base Value for PropertyPrpperty Inside the Corporate Limits but Subse uentl r Disannexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is disannexed from the corporate limits of the City during the term of this Agreement, shall become part of the affected area immediately upon disannexation. The value for such disannexed land, improvements and tangible property, real or mixed shall be determined as described in Subsection A of this Section based upon the year in which the property is disannexed and shall be added to the Base Value specified in Article V each year after the disannexation for purposes of payment hereunder. C. Adjustment of Base Value for Property Outside the Corporate Limits but SubsvquentlAnnexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is annexed into the corporate limits of the City during the term of this Agreement, shall be removed from the affected area the year after the annexation. The value for such annexed land, improvements and tangible property, real or mixed shall be determined as described in Subsection A of this Section based upon the year in which the property is annexed and shall be subtracted from the Base Value specified in Article V each year after the annexation for purposes of payment hereunder. D. Statements The City shall mail one statement to the Property Owner on or about December 1 of each year showing the total amount due on December 31 of such year pursuant to this Agreement. Such statement shall be mailed to the "Tax Statement Address" noted in this 6 Agreement. Any amounts due on December 31 that are not paid when due shall become delinquent on January 1 of the following year. Provided, however, if the tax statement is mailed after December 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties, interest, attorneys` fees and costs of collection as recoverable by the City in the case of delinquent ad valorem taxes. The City shall have a lien upon the Property Owner's land within the affected area upon any delinquency in the Industrial District Payment. E. Valuation Contests If any differences concerning the appraised values shall not have been finally determined by the due date of the Property Owner's payment hereunder and the Property Owner is pursuing through a declaratory judgment action as specified in Subsection A, the Property Owner shall, without prejudice to such action, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Chambers County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner; if not paid timely, the refund amount shall bear interest at the rate specified in Section 2251.025 of the Texas Government Code beginning 60 days after the City received both the Property Owner's written refund request and the Chambers County Appraisal District's formal notification that the appraised value of the property has been reduced. VII. Compliance with Law The City and the Property Owner mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in the Industrial District, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Property Owner and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of the City adjacent to the Industrial District shall also be applicable to the affected area. The Property Owner agrees that any industrial or other activity carried on within the affected area will be constructed in strict compliance with all applicable valid state and federal air and water pollution control standards. If the Property Owner's property within the affected area is subject to the Occupational Safety and Health Act, 29 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its facilities and improvements in the affected area comply with the applicable fire safety standards of such act and the resolutions from time to time promulgated hereunder (the "OSHA Standards"), but there shall be no obligation to obtain any permits of any kind from the City in 7 connection with the construction, operation or maintenance of improvements and facilities in the affected area not located within the corporate limits of the City. Nonetheless, the Property Owner agrees that any structure built within the affected area shall be built in accordance with the building code adopted by the City in effect at the time of construction. The City and the Property Owner recognize that activities in the City's industrial districts are subject to regulation by other governmental entities, including the state and federal governments and their various departments and agencies. The City and the Property Owner also recognize that the City may have an interest in activities in the City's industrial districts that are regulated by other governmental entities. Nothing in this Agreement is intended to limit the City's right and authority to communicate its interest in, or opposition to, those activities to the applicable regulatory agencies or to participate, to the extent allowed by law, in any related administrative or judicial proceeding. VIII. Inspections The Chief Appraiser of the Chambers County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided in the Texas Property Tax Code as amended. IX. Default A. Default by Property Owner In the event of default by the Property Owner in the performance of any of the terms of this Agreement, including the obligation to make the payments above provided for, the City shall have the option, if such default is not fully corrected within sixty (60) days from the giving of written notice of such default to the Property Owner to either (i) declare this Agreement terminated or (ii) continue the term of this Agreement and collect the payments required hereunder. Notwithstanding any to the contrary contained herein, should the City determine the Property Owner is in default according to the terms and conditions of Section VII hereof, the City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at the address stated in this Agreement, and if such default is not cured within sixty (60) days from the date of such notice (the "Cure Period") then such failure to cure shall constitute a material breach of this Agreement; provided that, in the case of a default under Section VII for causes beyond the Property Owner's control that cannot with due diligence be cured within such sixty (60) day period or in the event that the failure to cure results from ongoing negotiations with federal or state officials, administrative proceedings or litigation regarding the necessary cure steps, then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. B. Default by City In the event of default by the City, the Property Owner may, if such default is not fully corrected within 60 days from giving written notice of such default to the City, terminate this Agreement. Upon such termination, both the Property Owner and the City shall be relieved of all further obligations hereunder, but the Property Owner shall not be relieved of the obligation to pay any amounts that accrued prior to such termination. In the event of termination, the City shall have the right to repeal the ordinance designating the affected area as an industrial district. Provided, however, if the termination occurs as a result of the City's exercising its option to terminate (as provided in the first sentence of this Section IX), the City shall not have the right to annex the affected area into the general corporate limits of the City so as to subject the affected area to ad valorem taxes for any part of the period covered by the Property Owner's last payment hereunder. X. Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth on the cover page of this Agreement. Any such notice in writing may be given in any other manner. If given by registered or certified mail, the notice shall be effective when mailed. With the exception of annual bills for payments due herein, notice given in any other manner shall be effective when received by the Property Owner or the City, as the case may be. XI. No Further Expansion of Taxing Jurisdiction Nothing herein contained shall be construed to change or enlarge the jurisdiction, power or authority of the City over or with respect to the affected area as prescribed by applicable law, except as specifically provided in this Agreement. The Property Owner shall not be obligated by virtue of this Agreement, or the establishment of the industrial district covering the affected area not within the corporate limits of the City, to make any payments to the City in the nature of a tax or assessment based upon the value of the Property Owner's property in the affected area during the term of this Agreement other than the payments specified herein. Specifically, the Property Owner shall not be liable for any City taxes within the affected area, including, without limitation, City ad valorem taxes on taxable property within the affected area. XII. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and is a member of Channel Industries Mutual Aid organization ("CIMA") or similar organization, the Property Owner shall reimburse the City for costs incurred by the City in providing fire protection services to the Property Owner as shall be provided in the charter, bylaws and a agreements pursuant to which CIMA or such similar organization is organized and operates. If the Property Owner requests and receives mutual aid firefighting assistance and is not a member of CIMA or a similar organization, then the Property Owner shall be required to reimburse the City for costs actually expended by the City in providing any firefighting assistance to the Property Owner, including chemical and personnel costs. XHI. DeclaratoKy Jud ent Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes. If the controversy affects an Industrial District Payment, the Property Owner shall, pending final determination of said controversy, pay to the City on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the amount owed by the Property Owner to the City. The Property Owner agrees to tender any additional amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. XIV. Assignment This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Property Owner and the City only. If the Property Owner conveys all or any part of the property then covered hereby, the Property Owner shall notify the City within 30 days of the conveyance and shall thereafter cease to be obligated with respect to the property so conveyed and the Base Year Value plus the Added Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed, only if the grantee thereof enters into an Industrial District Agreement with the City with respect to such property so conveyed. No right or obligation under this Agreement may be sold, assigned or transferred. XV. Authority The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner of a possessory estate (including a leasehold estate) in the land comprising the affected area, which will not terminate before the expiration date of this Agreement. Additionally, the officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. 10 XVI. No Municipal Services It is agreed that during the term of this Agreement, the City is under no obligation to provide any governmental, proprietary or other municipal services to the affected area. Specifically, but without limitation, it is agreed that the City shall not be required to furnish (1) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5) garbage pickup service. XVII. Severability If any provision of this Agreement, or any covenant, obligation or agreement contained herein, including, without limitation, that term hereof, is determined by a court to be invalidated or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to comply with applicable law. If it is not possible to so reform such provision, covenant, obligation or agreement, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Provided, further that such invalidity or unenforceability shall not affect any valid and enforceable provision thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the above, if the application of this Section XVII requires reformation or revision of any term that removes or materially diminishes the obligation of the Property Owner to make the payments to the City described herein (except in the event of a reformation that shortens the term of this Agreement), the City shall have the option to declare this Agreement terminated. XVIII. Complete Agreement This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. XIX. Non -waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XX. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXI. Headinus The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. XXII. Choice of Law: Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XXIII. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf of the Property Owner this 17th day of September , 2020, and on behalf of the City this ______ day of )2020. AX PBJ, L.P. By and through its General Partner AX PBJ GP, LLC By. - P ' 'p Martens Printed Name Vice President Title 12 STATE OF ARIZONA COUNTY OF MARICOPA Before me, --Ton),, p4 „� , the undersigned notary public, on this day personally appeared " Philip Martens , the Vice President of AX PBJ, LLC, the General Partner of AX PBJ, L.P., the owner of the affected property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes, in the capacity, and for the consideration therein expressed. SUBSCRIBED AND SWORN before me this 17thay of September 2020. TONJA PAYNE Notary Public, State of Arizona Maricopa County p c in and f t a of Arizona Commission t 579001 My Commission Expires is January 27, 2024 CITY OF BAYTOWN BRANDON CAPETILLO, Mayor ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, Interim City Attorney VICTOR BROWNLEES, Finance Director R:\Karcn\Files\Contracts\Industrial District Agreernents\AX PBJ LP\2020 IDA AX PBJ LP.doc 13 EXHIBIT A - DESCRIPTION OF PROPERTY Parcel 1 (CCAD Acct Number 25160-00227-00000-00220 ) BEING a 50.02 acre tract of land situated in the John Steele Survey, Abstract No. 227 in Chambers County, Texas, being part of Lot 1 and Lot 2, Fisher Road Warehouse Subdivision recorded in Chambers County Clerk's File No. 26507, OfFicial Public Records of Chambers County, Texas, and being all of that certain 50.1 acre tract of land described in the deed to PBP INC. recorded in Volume 1573, Page 483, Official Public Records of Chambers County, Texas, said 50.02 acre tract is described by metes and bounds as follows: BEGINNING at a found cut "X" on the northerly right-of-way line of Grand Parkway (400 feet wide) as described in Volume 650, Page 348, Official Public Records of Chambers County, Texas and on the south line of said Lot 2, Fisher Road Warehouse Subdivision, said cut "X" marking the southeast corner of said 50.01 acre tract and the southwest corner of that certain 18.42 acre tract described in the deed to PBP INC., recorded in Volume 1573, Page 478, Official Public Records of Chambers County, Texas from said cut "X" a found 5/8 inch "Terra" plastic capped iron rod for the southwest corner of a 400 square foot Lift Station Site described in the deed to Chambers County Improvement District No. 1 recorded in Volume 978, Page 668, Official Public Records of Chambers County, Texas, bears along the northerly right-of-way line of said Grand Parkway and the south line of said 18.42 acre tract, North 85 degrees 22 minutes 54 seconds East, 403.14 feet; THENCE, South 85 degrees 22 minutes 44 seconds West, with the northerly right-of-way line of said Grand Parkway, the south line of said Lot 2, Fisher Road Warehouse Subdivision, the south line of said 50.01 acre tract, passing at 84 1. 10 feet a found cut "X" marking the southerly common corner of said Lot 2, Fisher Road Warehouse Subdivision and Lot 1, Fisher Road Warehouse Subdivision, continuing with the south line of said Lot 1 in all a total of 1,405.47 feet to a set 518 inch "Baseline Corp." plastic capped iron rod for the southwest corner of said 50.01 acre tract, from said corner a found 5/8 inch iron rod marking the southwest corner of said Lot 1, Fisher Road Warehouse Subdivision bears South 85 degrees 22 minutes 54 seconds West, 474.08 feet; THENCE, North 04 degrees 37 minutes 06 seconds West, into the interior of said Lot 1, Fisher Road Warehouse Subdivision with the west line of said 50.01 acre tract, 1,603.97 feet to a set 5/8 inch "Baseline Corp." plastic capped iron rod; THENCE, North 85 degrees 22 minutes 54 seconds East, with the north line of said 50.01 acre tract, 564.09 feet to a set 5/8 inch "Baseline Corp." plastic capped iron rod on the east line of said Lot 1 and the west line of Lot 3, Fisher Road Warehouse Subdivision; THENCE, South 04 degrees 37 minutes 43 seconds East, continuing with the north line of said 50.01 acre tract and the common line of Lot 1 and Lot 3, Fisher Road Warehouse Subdivision, 67.29 feet to a found 1/2 inch "Soutex" plastic capped iron rod for the common west corner of Lots 2 and 3, Fisher Road Warehouse Subdivision; THENCE, North 85 degrees 21 minutes 42 seconds East, continuing with the north line of said 50.01 acre tract and the common line of Lot 2 and Lot 3, Fisher Road Warehouse Subdivision, 781.49 feet to a found 5/8 inch "RPLS#5206" plastic capped iron rod for the beginning of a tangent curve to the right having a radius of 30.00 feet; THENCE, in a southeasterly direction, continuing with the north line of said 50.01 acre tract and the common line of Lot 2 and Lot 3, Fisher Road Warehouse Subdivision and with said curve through a central angle of 89 degrees 59 minutes 32 seconds, 47.12 feet to a found 5/8 inch "RPLS#5206" plastic capped iron rod; THENCE, South 04 degrees 38 minutes 46 seconds East, with the east line of said 50.01 acre tract and the common line of Lot 2 and Lot 3, Fisher Road Warehouse Subdivision, 585.94 feet to a found 1/2 inch "Soutex" plastic capped iron rod for the beginning of a tangent curve to the left having a radius of 30.00 feet; THENCE, in a southeasterly direction, continuing with the east line of said 50.01 acre tract and the common line of Lot 2 and Lot 3, Fisher Road Warehouse Subdivision and with said curve through a central angle of 89 degrees 44 minutes 25 seconds, 46.99 feet to a found 1/2 inch "Soutex" plastic capped iron rod for the northwest corner of said 18.42 acre tract, from said corner a found 5/8 inch "RPLS#5206" plastic capped iron rod bears North 71 degrees West, 0.32 feet; THENCE, South 04 degrees 36 minutes 00 seconds East, crossing Lot 2, of said Fisher Road Warehouse Subdivision with the east line of said 50.01 acre tract and the west line of said 18.42 acre tract, 891.04 feet to the POINT OF BEGINNING and containing 50.02 acres of land. This description is based on an on the ground survey in January 29, 2018 and prepared in conjunction with an ALTA/NSPS land title survey map prepared by Baseline Corporation with the same date as the description. The bearings herein were derived from redundant RTK GPS observations and are based on the Texas Coordinate System, South Central Zone (4204) NAD 83 CORS adjustment. The distances shown are surface datum. To convert to grid multiply by a combined project adjustment factor of 0.9998700168978. SAVE AND EXCEPT THE FOLLOWING: I. 80% of all of the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights in connection with same (or all royalties except a 1/20s' royalty) as set forth in instruments recorded in Volume 456, Page 155, and Volume 810, Page 495 of the Official Public Records of Real Property of Chambers County, Texas, as further delineated in instrument recorded in Volume 1535, Page 226 495 of the Official Public Records of Real Property of Chambers County, Texas. 2. All of the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights in connection with same as set forth in instrument recorded in Volume 916, Page 222 of the Official Public Records of Real Property of Chambers County, Texas. AND SAVE AND EXCEPT THE FOLLOWING: The 20.77-acre parcel within the above -described 50.02 acre -parcel, which 20.77 acre parcel is known as Tax Parcel number 54889, CCAD Account Number 25160-00227-00000-00 10 1. [Legal Description continues on following page] Parcel 2 (rail parcels) (CCAD Account Numbers 00227-01700-00200-230621, 00227-01700-00200-230620, 25160-00227-00000-000301,25160-00227-00000-00302) BEING A TRACT OR PARCEL CONTAINING 2.493 ACRES OR 108,571 SQUARE FEET OF LAND BEING OUT OF A CALLED 32.9962 ACRE TRACT OF LAND CONVEYED TO CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 AS RECORDED UNDER VOLUME 1707. PAGE 670, OFFICIAL PUBLIC RECORDS CHAMBERS COUNTY TEXAS (O.P.R.C.C.T.) AND CHAMBERS COUNTY CLERK'S FILE (C.C.C.F.) NO. 2017-118341, AND OUT OF LOT 3, FISHER ROAD WAREHOUSE SUBDIVISION, RECORDED UNDER C.C.C.F NO. 26507 AS CONVEYED TO CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 1 AS RECORDED UNDER VOLUME (07) 978, PAGE 668, O.P.R.C.C.T. AND C.C.C.F. NO.28103, SITUATED IN THE JOHN STEELE SURVEY, ABSTRACT NO.29, CHAMBERS COUNTY, TEXAS, SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, WITH ALL BEARINGS BASED ON THE TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE (NAD 83): COMMENCING AT A CAPPED 618 INCH IRON ROD STAMPED "WINDROSE" FOUND MARKING THE MOST NORTHERLY NORTHEAST CORNER OF SAID CALLED 32.9962 ACRE TRACT; THENCE, SOUTH 79 DEG. 12 MIN, 07 SEC. WEST, ALONG THE NORTH LINE OF SAID 32.9962 ACRE TRACT, A DISTANCE OF 136.61 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET MARKING THE NORTHEAST CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE, SOUTH 72 DEG. 50 MIN. 32 SEC. WEST, OVER AND ACROSS SAID 32.9962 ACRE TRACT, A DISTANCE OF 490.63 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WINDROSE" SET MARKING A POINT OF CURVATURE; THENCE, IN AN EASTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 628.88 FEET, A CENTRAL ANGLE OF 06 DEG. 21 MIN. 35 SEC., AN ARC LENGTH OF 69.80 FEET, AND A CHORD BEARING AND DISTANCE OF SOUTH 76 DEG. 01 MIN. 19 SEC. WEST, 69.77 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED 'WINDROSE" SET MARKING A POINT OF TANGENCY; THENCE, SOUTH 79 DEG. 12 MIN. 07 SEC. WEST, A DISTANCE OF 205.23 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WINDROSE" SET MARKING AN ANGLE POINT; THENCE, IN A SOUTHWESTERLY DIRECTION, ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 678.88 FEET, A CENTRAL ANGLE OF 55 DEG. 12 MIN. 33 SEC., AN ARC LENGTH OF 657.79 FEET, AND A CHORD BEARING AND DISTANCE OF SOUTH 51 DEG. 35 MIN. 50 SEC. WEST, 636.46 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED 'WINDROSE" SET MARKING A POINT OF TANGENCY: THENCE, SOUTH 23 DEG. 59 MIN. 34 SEC. WEST, A DISTANCE OF 1918 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET MARKING A POINT OF CURVATURE; THENCE, IN A SOUTHERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 578.88 FEET, A CENTRAL ANGLE OF 06 DEG. 21 MIN. 35 SEC., AN ARC LENGTH OF 64.25 FEET, AND A CHORD BEARING AND D►STANCE OF SOUTH 20 DEG. 48 MIN. 46 SEC. WEST, 64.22 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WINOROSE" SET MARKING A POINT OF TANGENCY; THENCE, SOUTH 17 DEG. 37 MIN. 59 SEC. WEST, PASSING AT A DISTANCE OF 69.14 FEET THE NORTH LINE OF SAID FISHER ROAD WAREHOUSE SUBDIVISION, AND CONTINUING FOR A TOTAL DISTANCE OF 82.00 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET MARKING A POINT OF CURVATURE; THENCE, IN A SOUTHERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 578.88 FEET, A CENTRAL ANGLE OF 22 DEG. 15 MIN, 05 SEC., AN ARC LENGTH OF 224.81 FEET, AND A CHORD BEARING AND DISTANCE OF SOUTH 06 DEG. 30 MIN, 26 SEC. WEST, 223.40 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WINDROSE" SET MARKING A POINT OF TANGENCY; [Legal Description continues on following page] THENCE, SOUTH 04 DEG. 37 MIN. 06 SEC. EAST, A DISTANCE OF 67.29 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED'WINDROSE" SET ON THE COMMON LINE OF SAID LOT 3 AND OF LOT 2 OF SAID FISHER ROAD WAREHOUSE SUBDIVISION, SAME BEING THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT; THENCE, SOUTH 85 DEG. 22 MIN 08 SEC. WEST, ALONG SAID COMMON LINE, A DISTANCE OF 144.12 FEET TO A CAPPED 518 INCH IRON ROD STAMPED 'WINDROSE"SET MARKING SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT AND THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT: THENCE, OVER AND ACROSS SAID LOT 3, IN A NORTHERLY DIRECTION ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 628.88 FEET, A CENTRAL ANGLE OF 02 DEG. 15 MIN, 22 SEC., AN ARC LENGTH OF 24.78 FEET, AND A CHORD BEARING AND DISTANCE OF NORTH 16 DEG. 30 MIN. 17 SEC. EAST, 24.76 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WINDROSE' SET MARKING A POINT OF CURVATURE; THENCE, NORTH 17 DEG. 37 MIN. 59 SEC. EAST, OVER AND ACROSS SAID FISHER ROAD WAREHOUSE SUBDIVISION AND SAID 32.9962 ACRE TRACT, PASSING AT A DISTANCE OF 293.32 FEET THE NORTH LINE OF SAID FISHER ROAD WAREHOUSE SUBDIVISION, AND CONTINUING FOR A TOTAL DISTANCE OF 420.04 FEET TO A CAPPED 518 INCH IRON ROD STAMPED "WIN DROSE'SET MARKING A POINT OF CURVATURE; THENCE, OVER AND ACROSS SAID 32.9962 ACRE TRACT, IN A NORTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 628.88 FEET, A CENTRAL ANGLE OF 53 DEG. 06 MIN. 29 SEC., AN ARC LENGTH OF 583.28 FEET, AND A CHORD BEARING AND DISTANCE OF NORTH 44 DEG. 12 MIN. 13 SEC. EAST, 562.60 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED 'WINDROSE" SET ON THE NORTH LINE OF SAID 32,9962 ACRE TRACT AND MARKING THE END OF SAID CURVE; THENCE, NORTH 79 DEG. 12 MIN. 07 SEC. EAST, ALONG THE NORTH LINE OF SAID 32.9962 ACRE TRACT, A DISTANCE OF 866.32 FEET TO THE POINT OF BEGINNING, AND CONTAINING 2.493 ACRES OR 108,571 SQUARE FEET OF LAND, AS SHOWN ON JOB NO. 52527-RAILWAY PARCEL, PREPARED BY WINDROSE LAND SERVICES.