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Ordinance No. 11,906ORDINANCE NO. 11,906 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A STRATEGIC PARTNERSHIP AGREEMENT WITH CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 3; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. r*+***** e** wr+ r�* er** �*►+*++ r* �t�*+*+*** a*r*• r+ �wrr■ wr ■s *.�a� +� *r��s +�x * * * + * * + * * + * *.. WHEREAS, Section 43.0751 of the Texas Local Government Code (the "Act") authorizes the City of Baytown and certain utility districts, including Chambers County Improvement District No. 3 (the "District "), to negotiate and enter into a strategic partnership agreement by mutual consent; and WHEREAS, this Agreement provides for the annexation of a tract of land in the District, as more specifically described in Exhibit "A," by the City for the limited purposes of applying certain of the City's ordinances to such tract; and WHEREAS, as required by the Act, the City held public hearings on January 26, 2012, in City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520, and the District held a public hearing on January 10, 2012, at 19500 Needlepoint Road, Baytown, Chambers County, Texas, and another public hearing on January 3, 2012, at 1300 Post Oak Boulevard, Suite 1400, Houston, Texas 77056, at which members of the public were given the opportunity to present testimony or evidence regarding the proposed Agreement, and the City and the District made copies of the proposed Agreement available, and gave notice of the hearings prior to the public hearings in accordance with the Act; and WHEREAS, the Strategic Partnership Agreement has been adopted by the District's governing body prior to the date of this ordinance; NOW THEREFORE, 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 Strategic Partnership Agreement with Chambers County Improvement District No. 3. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmati7hot of the City Council of the City of Baytown, this the 12th day of April, 2012. , MEN SM10151 -- ••••II 6. • •• -4-.-,,,) /,, �,) /,, �, ACIO RAMIREZ, SR., Ci ttorney \ \Cobfs01\1ega1\Karen \Fi1es \City Counci1\0rdinmces\20I2\Apri1 MCCIDOSPA.doc H. DONCARLOS, • ATTE 6 MEN SM10151 -- ••••II 6. • •• -4-.-,,,) /,, �,) /,, �, ACIO RAMIREZ, SR., Ci ttorney \ \Cobfs01\1ega1\Karen \Fi1es \City Counci1\0rdinmces\20I2\Apri1 MCCIDOSPA.doc H. DONCARLOS, Exhibit "A" STRATEGIC PARTNERSHIP AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 THE STATE OF TEXAS § COUNTY OF CHAMBERS § This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement ") is made and entered into as of the Effective Date by and between the CITY OF BAYTOWN, TEXAS, a municipal corporation situated in Harris and Chambers Counties, Texas, acting by and through its governing body, the City Council of the City of Baytown, Texas (the "City "), and CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 (the "District "), a conservation and reclamation district created pursuant to Article XVI, Section 59, Texas Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code. RECITALS WHEREAS, Texas Local Government Code, §43.0751 (the "Act ") authorizes the City and certain utility districts to negotiate and enter into a strategic partnership agreement by mutual consent, and the City and the District wish to enter into such an agreement; and WHEREAS, this Agreement provides for the annexation of a tract of land in the District, as more specifically described in Exhibit "A," by the City for the limited purposes of applying certain of the City's ordinances to the Tract; and WHEREAS, as required by the Act, the City held public hearings on January 26, 2012, at City Council Chamber, City Hall, 2401 Market Street, Baytown, Texas 77520, and the District held a public hearing on January 10, 2012, at 19500 Needlepoint Road, Baytown, Chambers County, Texas, and another public hearing on January 3, 2012, at 1300 Post Oak Boulevard, Suite 1400, Houston, Texas 77056, at which members of the public were given the opportunity to present testimony or evidence regarding the proposed Agreement, and the City and the District made copies of the proposed Agreement available, and gave notice of the hearings prior to the public hearings in accordance with the terms of the Act; and WHEREAS, the City and the District wish to enter into a strategic partnership agreement to provide the terms and conditions under which services will be provided by the City and the District and under which the District will continue to exist for an extended period of time after the Tract is annexed for limited purposes; -1- NOW, THEREFORE, THE PARTIES CONTRACT AND AGREE AS FOLLOWS: ARTICLE I. FINDINGS The City and the District hereby find and declare: 1. The Act authorizes the City and the District to enter into this Agreement to define the terms and conditions under which services will be provided to the District and under which the District will continue to exist after the Tract is annexed for limited purposes pursuant to this Agreement; 2. This Agreement does not require the District to provide revenue to the City solely for the purpose of an agreement with the City to forgo annexation of the District; 3. This Agreement provides benefits to the City and the District, including revenue, services, and /or regulations which are reasonable and equitable with regard to the benefits provided to the other Party; 4. All the terms and conditions contained in this Agreement are lawful and appropriate to provide for the provision of municipal services; and 5. The City and the District negotiated this Agreement by mutual consent; the terms and conditions of the Agreement are not a result of the City's Annexation Plan or any arbitration between the City and the District. ARTICLE II. DEFINITIONS Unless the context requires otherwise, and in addition to the terms defined above, the following terms and phrases used in this Agreement shall have, solely for the purposes of this Agreement, the meanings set out below: "Act" means Texas Local Government Code, §43.0751 (Vernon Supp. 2002) and any amendments thereto. "Agreement" means this strategic partnership agreement by and between the City and the District. "Applicable Ordinances" shall include the following chapters, articles and /or sections of the Code of Ordinances, Baytown, Texas, along with all amendments thereto: ➢Chapter 4 "Adult Commercial Establishments," ➢Chapter 42 "Health and Sanitation," ➢Chapter 82 "Secondhand Goods," Article III "Junk and Automotive Wrecking and Salvage," ➢Chapter 118 "Signs," Article III "Regulations," Division 4 "Location," Subdivision IV "Off- Premise Signs" along with all other provisions regulating Off - Premise Signs, ➢Chapter 114 "Sewer and Water Line Extensions," Article IV "Impact Fees," and -2- ➢Chapter 130 "Zoning." "Board" means the Board of Directors of the District. "City" means the City of Baytown, Texas, a municipal corporation situated in Harris and Chambers Counties, Texas. "City Charter" means the Charter of the City and any amendments thereto. "City Code" means the Code of Ordinances of the City and any amendments thereto. "City Council" means the City Council of the City or any successor governing body. "City Manager" means the City Manager of the City or his designee. "Comptroller" means the Comptroller of Public Accounts of the State of Texas. "Consent Resolution" means resolutions, including all attachments and exhibits passed by the City Council consenting to the creation of and inclusion of land in the District. "District" means Chambers County Improvement District No. 3. "Effective Date" means the date the City Manager signs this Agreement. "Government Code" means the Texas Government Code and any amendments thereto. "Implementation Date" means the date the limited - purpose annexation ordinance is passed by City Council pursuant to Section 3.01. "Landowner" means a person that owns real property in the District. "Local Government Code" means the Texas Local Government Code and any amendments thereto. "Party" or "Parties" means a party or the parties to this Agreement, being the City and the District. "Sales and Use Tax" means the sales and use tax authorized to be imposed within the corporate limits of the City lying within Chambers County, including, but not limited to, the sales and use tax authorized to be imposed by Chapters 321 and 327 of the Tax Code, Chapters 344 and 363 of the Texas Local Government Code and those imposed by any other district or entity which may be subsequently created by the City which imposes a sales and use tax within the corporate limits of the City lying within Chambers County. "Tax Code" means the Texas Tax Code and any amendments thereto. "Tract" means the following property within the boundaries of the District described in Exhibit "A" to this Agreement, which is attached hereto and incorporated herein for all intents and purposes. -3- ARTICLE III. LIMITED - PURPOSE ANNEXATION Section 3.01. Generally As soon as practicable following the approval of this Agreement by City Council, as authorized by the Act, the City shall annex the Tract for the limited purposes of applying the Applicable Ordinances within the Tract. The District hereby consents to such annexation for limited purposes regardless of whether the Tract is contiguous or non - contiguous to the corporate boundaries of the City. The Applicable Ordinances will be applicable to and enforceable in the Tract upon the date of limited - purpose annexation. Section 3.02. No Municipal Service The Parties expressly understand and agree that during the term of this Agreement, the City will only provide those services necessary to apply and enforce the City's applicable Ordinances within the Tract. The City shall have no obligation to provide or extend any City municipal services not expressly agreed to herein or otherwise agreed in writing in another agreement. Section 3.03. Property Taxes and District Liability for Debts of the City During the term of this Agreement, except if annexed for full purposes pursuant to Article V, ad valorem taxes levied by the City will not be levied on taxable property within the Tract. Section 3.04. Municipal Court's Jurisdiction Upon the limited - purpose annexation of the Tract, the City's municipal court shall have jurisdiction to adjudicate cases filed under the Applicable Ordinances arising from actions occurring within the Tract. Section 3.05. Powers and Functions Retained by the District Except as limited by the Consent Resolution, the District is authorized to exercise all powers and functions of a municipal utility district provided by existing law or any amendments or additions thereto. The District's assets, liabilities, indebtedness, and obligations will remain the responsibility of the District during the period preceding any full - purpose annexation. Disposition or acquisition of additional assets, liabilities, indebtedness, and obligations will be governed by the Consent Resolution. ARTICLE IV. SALES AND USE TAX AGREEMENT Section 4.01. Imposition of the Sales and Use Tax The City and all special districts or entities created or hereinafter created by the City having within its boundaries the corporate limits of the City lying within Chambers County shall impose a Sales and Use Tax within the Tract upon the limited - purpose annexation of the Tract and upon the imposition of any Sales and Use Tax hereinafter adopted. The Sales and Use Tax -4- shall be imposed on the receipts from the sale and use at retail of taxable items at the same rate as such tax is imposed on the receipts from the sale and use at retail of taxable items within the corporate limits of the City lying within Chambers County. The Sales and Use Tax shall take effect on the date described in Tax Code §321.102 or such other applicable law. Section 4.02. Notification of Comptroller The City shall send notice of this Agreement and the limited - purpose annexation of the District to the Comptroller within three days of the Implementation Date in the manner provided by Tax Code §321.102. The City shall send to the District a copy of any notice from the Comptroller delaying the effectiveness of the Sales and Use Tax in the Tract. Section 4.03. City Audit Rights The District is required by law to prepare an annual audit within 120 days after the close of the District's fiscal year. The District shall provide a copy of its annual audit to the City within 30 days after the audit is completed. ARTICLE V. FULL - PURPOSE ANNEXATION Section 5.01. No Full Purpose Annexation During Term of Agreement The City agrees that it will not annex all or part of the District or commence any action to annex all or part of the District for full purposes during the term of this Agreement, except by mutual agreement of the Parties in accordance with Section 5.02. Section 5.02. Full Purpose Annexation Options (a) Upon Development of Residential Property. The District agrees that should any portion of the Tract be developed at any time as residential property, the District shall within thirty (30) days of the commencement of the development request that: 1. this Agreement be amended to revise the definition of Tract to exclude such area; and 2. the City disannex such area from its limited purpose annexation. (b) Upon Termination of Agreement. On or before the third month prior to the expiration of the term or any extended term hereof, the City Manager shall evaluate whether the City should negotiate a new strategic partnership agreement with the District, annex the District for full purposes upon the termination of this Agreement, or allow this Agreement to expire. The City Manager shall make a recommendation to the City Council regarding the negotiation of a new strategic partnership agreement, the full - purpose annexation of the District, or the expiration of this Agreement. If the City Manager recommends that the City negotiate a new strategic partnership agreement or annex the District and the City Council approves such recommendation, the City shall begin proceedings to enter into a new strategic partnership agreement or to annex the District for full purposes at the end of the term of this Agreement as applicable. If the City Manager recommends that the City neither negotiate a new strategic partnership agreement nor annex the District for full purposes, and the City Council agrees or if the -5- City Council rejects the City Manager's recommendation to negotiate a new strategic partnership agreement or to annex the District for full purposes, the City may begin proceedings to disannex the Tract for limited purposes if authorized under the applicable provision of the Local Government Code. If the City decides to disannex the Tract, the City may institute proceedings to accomplish such disannexation to be effective upon the termination of this Agreement. ARTICLE VI. BREACH, NOTICE AND REMEDIES 6.01. Notice of District's Default A. The City shall notify the District in writing of an alleged failure by the District to comply with a provision of this Agreement, describing the alleged failure with reasonable particularity. The District shall, within 30 days after receipt of the notice or a longer period of time as the City may specify in the notice, either cure the alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of the alleged failure or state that the alleged failure will be cured and set forth the method and time schedule for accomplishing the cure. B. The City shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether the failure is excusable; and (iii) whether the failure has been cured or will be cured by the District. The District shall make available to the City, if requested, any records, documents or other information necessary to make the determination. C. If the City determines that the failure has not occurred, or that the failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, or that the failure is excusable, the determination shall conclude the investigation. D. If the City determines that a failure to comply with a provision has occurred and that the failure is not excusable and has not been or will not be cured by the District in a manner and in accordance with a schedule reasonably satisfactory to the City, then the City may exercise the applicable remedy under Section 6.03(A). Section 6.02. Notice of City's Default A. The District shall notify the City Manager in writing specifying any alleged failure by the City to comply with a provision of this Agreement, describing the alleged failure with reasonable particularity. The City shall, within 30 days after receipt of the notice or the longer period of time as the District may specify in the notice, either cure the alleged failure or, in a written response to the District, either present facts and arguments in refutation or excuse of the alleged failure or state that the alleged failure will be cured and set forth the method and time schedule for accomplishing the cure. B. The District shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether the failure is excusable; and (iii) whether the failure has been cured or will be cured by the City. The City shall make available to the District, if requested, any records, documents or other information necessary to make the determination. 0 C. If the District determines that the failure has not occurred, or that the failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the District, or that the failure is excusable, the determination shall conclude the investigation. D. If the District determines that a failure to comply with a provision has occurred and that the failure is not excusable and has not been or will not be cured by the City in a manner and in accordance with a schedule reasonably satisfactory to the District, then the District may exercise the applicable remedy under Section 6.03(B). Section 6.03. Remedies A. If the City determines that the District has committed a breach of this Agreement, the City may, and the District explicitly recognizes the City's right to, terminate service under this Agreement and to seek all remedies at law or in equity necessary to enforce the provision(s) violated. Termination of service pursuant to this article shall not limit the City's remedies at law or in equity, including termination of this Agreement, or the Development Agreement. B. If the District determines that the City has committed a breach of this Agreement, the District may file suit in a court of competent jurisdiction in Harris County, Texas, and seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act in addition to the monetary awards as may be appropriate. ARTICLE VII. BINDING AGREEMENT, TERM, AND AMENDMENT Section 7.01. Beneficiaries This Agreement binds and inures to the benefit of the Parties, their successors and assigns, as well as special districts created by the City and imposing a sales and use tax within that portion of the City lying within Chambers County. The District shall record this Agreement with the County Clerk in the Official Records of Chambers County, Texas. This Agreement binds each owner and each future owner of land included within the Tract in accordance with Subsection (c) of the Act. Section 7.02. Term This Agreement commences and binds the Parties on the Effective Date and continues until March 3, 2025, unless earlier terminated. This Agreement shall be automatically extended for additional five (5) year terms unless either party gives written notice of termination three months prior to the date of any such automatic extension. However, both parties expressly understand and agree that should any portion of the property involved in this Agreement become annexed by the City of Baytown for full purposes, this Agreement may terminate with respect to such area at the sole option of the City. Section 7.03. Amendment The Parties by mutual consent may amend the terms and conditions of this Agreement at anytime. -7- ARTICLE VIII. MISCELLANEOUS PROVISIONS Section 8.01. Force Majeure. In the event any party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, it is agreed that on such party's giving notice and full particulars of such force majeure in writing or by telegraph to the other party as soon as possible after the occurrence of the cause relied upon, then the obligations of the party giving such notice, to the extent it is affected by force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability but for no longer period. Such cause shall as far as possible be remedied with all reasonable dispatch. The term "force majeure" as used herein, shall include, but not be limited to acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, war, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrests and restraints of governments and people, explosions, breakage or damage to machines or pipelines and any other inabilities of either party, whether similar to those enumerated or otherwise and not within the control of the parties claiming such inability, which by the exercise of due diligence and care such party could not have avoided. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulties, and the above - referenced requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to demands of the opposing party when such course is inadvisable in the discretion of the party having the difficulty. Section 8.02. Approval. Whenever this Agreement requires or permits approval or consent to be hereinafter given by any party, such approval or consent shall not be unreasonably withheld. Such approval or consent on behalf of a party shall be evidenced by an ordinance or resolution adopted by the governing body of the party, or by an appropriate certificate executed by a person, firm or entity previously authorized to determined and give such approval or consent on behalf of the party pursuant to an ordinance or resolution adopted by the governing body, unless stated otherwise herein. Section 8.03. Notice Any formal notices or other communications ( "Notice ") required to be given by one Party to another by this Agreement shall be given in writing addressed to the Party to be notified at the address set forth below for such Party, (i) by delivering the same in person, (ii) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified, (iii) by depositing the same with Federal Express or another nationally recognized courier service guaranteeing "next day delivery," addressed to the Party to be notified, or (iv) by sending the same by telefax with confirming copy sent by mail. Notice shall be effective when received by the Party to be r:1 notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: All Notices required or permitted hereunder shall be in writing and shall be served on the Parties at the following address: City: City of Baytown Attn: City Manager P. O. Box 424 Baytown, TX 77522 Fax: (281) 420 -5891 District: Chambers County Improvement District No. 3 Attn: Peter T. Harding Schwartz, Page & Harding, L.L.P. 1300 Post Oak Boulevard Suite 1400 Houston, TX 77056 Fax: (713) 623 -6143 The Parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least five days' written notice to the other Parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such. Saturday, Sunday or legal holiday. Section 8.04. Time Time is of the essence in all things pertaining to the performance of this Agreement. Section 8.05. Severability All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. Section 8.06. Waiver Any failure by a Party hereto to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such Party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. Section 8.07. Applicable Law and Venue The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Venue shall be in Harris County, Texas. -9- Section 8.08. Reservation of Rights To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws. Section 8.09. Further Documents The Parties agree that at any time after execution of this Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Agreement. Section 8.10. Incorporation of Exhibits and Other Documents by Reference All Exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. Section 8.11. Effect of State and Federal Laws Notwithstanding any other provision of this Agreement, the District shall comply with all applicable statutes, rules, regulations, and ordinances of the United States and the State of Texas, Chambers County as well as the City, as such statutes, rules, regulations and ordinances now exist or as may be hereinafter amended. Section 8.12. Entire Agreement This Agreement, including the exhibits hereto, contains all the agreements between the parties hereto with respect to the strategic partnership and may not be modified orally or in any other manner other than by an agreement in writing, signed by all the parties hereto or their respective successors in interest. Section 8.13. Headings The headings as to contents or particular articles or sections herein are inserted only for convenience, and they are in no way to be construed as a part of this Agreement or as a limitation on the scope of the particular sections to which they refer. Section 8.14. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 8.15. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. It is specifically agreed and understood by the parties hereto, that the Water Supply and Waste Disposal Agreement between the City and the District is hereby superseded by this Agreement and shall have no further force and effect. ST811 Section 8.16. Multiple Originals It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 8.17. Authority for Execution The City hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City Charter and City Ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted by the Board. IN WITNESS WHEREOF, the parties have executed this Agreement in multiple copies, each of which shall be an original, as of the day of , 2012, the date signed by the City Manager of the City of Baytown. CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 0 ATTEST: 0 Elizabeth M. Gilbert Secretary THE STATE OF TEXAS § COUNTY OF CHAMBERS § David W. Hightower President This instrument was acknowledged before me this day of , 2011, by David W. Hightower, as President, and Elizabeth M. Gilbert, as Secretary, of Chambers County Improvement District No.3, a political subdivision of the State of Texas, on behalf of said political subdivision. (NOTARY SEAL) -11- Notary Public in and for the State of Texas CITY OF BAYTOWN, TEXAS 0 ATTEST: 0 Leticia Brysch, City Clerk APPROVED AS TO FORM: 0 Ignacio Ramirez, Sr., City Attorney THE STATE OF TEXAS § COUNTY OF HARRIS § Robert D. Leiper, City Manager This instrument was acknowledged before me this day of , 2011, by Robert D. Leiper, as City Manager of the City of Baytown, Texas, a municipal corporation, on behalf of said municipal corporation. Notary Public in and for the State of Texas (NOTARYSEAL) \ \CobfsOI \legal \Karen \Files \Contracts \CCID #3 \SPA FINAL 1 -20 -2012 (2).docx -12- Exhibit A Chambers County Improvement District No. 3 880.30 Acres STATE OF TEXAS § COUNTY OF CHAMBERS § Jacob Townsend Survey Abstract No. 25 R. A. West Survey Abstract No. 314 Kate Dugat Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 A METES & BOUNDS description of a certain 880.30 acre tract, situated in the Jacob Townsend Survey, Abstract No. 25, the R. A. West Survey, Abstract No. 314, the Kate Dugat Survey, Abstract No. 416, and the A. B. J. Winfree Survey, Absract No. 306 all in Chambers County, Texas; being all of a called 285.48 acre tract (Tract 1), all of a called 129.96 acre tract (Tract 2), and all of a called 254.14 acre tract (Tract 3) described in Special Warranty Deed with Vendor's Lien recorded in Volume (08) 1067, Page 264 of the Chambers County Official Public Records, and all of a called 210.72 acre tract described in Special Warranty Deed recorded in Volume (08) 1074, Page 223 of the Chambers County Official Public Records; said 880.30 acre tract being comprised of three tracts and being more particularly described as follows with all bearings being based on the Texas Coordinate System, South Central Zone, NAD83; Tract I — 285.48 acres BEGINNING at the northeast comer of said called 285.48 acre tract, being common with a northwest comer of a called 11.89 acre tract conveyed to Coastal Industrial Water Authority recorded in Volume 313, Page 663 of the Chambers County Deed Records; THENCE, South 04 019'04" West, 2683.79 feet to a point for comer in the..beginning of a curve to the right; THENCE, along the arc of said curve to the right, having a radius of 930.06 feet, a central angle of 12 032'57 ", an arc length of 203.71 feet, and a long chord bearing South 10 035'34" West, 203.30 feet to a point for comer; THENCE, South 16 °5529" West, 1096.02 feet to a point for corner .marking the southeast comer of the aforementioned called 285.48 acre tract; THENCE, South 87 °37'03" West, along the south line of said called 285.48 acre tract, 3049.05 feet to a point for coemer marking the southwest comer of the said called 285.48 acre tract; THENCE, North 01 °43'33" West, along a west line of the said called 285.48 acre tract, being common with the east line of the B.B.B.&C. R.R. Co. Survey, Abstract No. 61, 1108.94 feet to a point for corner marking a southern northwest comer of the said called 285.48 acre tract; THENCE, North 80 °14'58" East, along the lower west line of the said called 285.48 acre tract, 421.47 feet to a point for comer marking an interior comer of the said called 285.48 acre tract; Chambers County Improvement District No. 3 880.30 Acres Jacob Townsend Survey Abstract No. 25 R. A. West Survey Abstract No. 314 Kate Dugat Surrey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 THENCE, North 02 °3944" West, along the upper west line of the said called 285.48 acre tract, 2708.36 feet to a point for comer marking the northwest comer of said called 285.48 acre tract, said point being the occupied northwest comer of the Jacob Townsend Survey, Abstract 25; THENCE, North 87 004'16" East, along the north line of the called 285.48 acre tract (common with the north line of the Jacob Townsend Survey, Abstract 25), 1773.49 feet to a point for comer; THENCE, North 87 °15'45" East, along the north line of the called 285.48 acre tract (common with the north line of the Jacob Townsend Survey, Abstract 25), 1579.36 feet to the POINT OF BEGINNING, CONTAINING 285.48 acres of land in Chambers County, Texas Tract 11- 129.96 acres BEGINNING at the northeast comer of the aforementioned 129.96 acre tract (in the north line of the Jacob Townsend Survey, Abstract 25), said point also marking the northwest comer of a called 40.801 acre tract (Parcel 18) as described in Second Amended Notice of Lis Pendis recorded in Volume (07) 934, Page 280 of the Chambers County Official Public Records; THENCE, South 29°4T53" West, along the east line of said 129.96 acre tract, common with the west line of said 40.801 acre tract being the west right -of -way line of State Highway 99, 2795.10 feet to a point for comer at the beginning of a curve to the left; THENCE, along the arc of said curve to the left, having a radius of 4019.72 feet, a central angle of 23 °18'04 ", a chord length of 1623.51 feet, and a long chord bearing South 18 008'51" West, continuing in all a total arc length of 1634.75 feet to a point for comer at the southeast comer of the said 129.96 acre tract, said point also marking the southwest comer of said 40.801 acre tract; THENCE, South 87 039'30" West, along the south line of said 129.96 acre tract (common with the south line of the Jacob Townsend Survey, Abstract 25), 1005.32 feet to a point for comer marling the southwest comer of said 129.96 acre tract, being in the occupied east right -of -way line of Needlepoint Road (as described in the parent tract deed); THENCE, along the west line of said 129.96 acre tract, described as being common with the occupied east right -of -way line of Needlepoint Road the following nine (9) courses and distances: 1. North 16 °24'09" East, 1157.81 feet to a point for comer, 2. North 15019'4Z' East, 41.33 feet to a point for comer; 2 Chambers County Improvement District No. 3 880.30 Acres Jacob Townsend Survey Abstract No. 25 R. A. West Survey Abstract No. 314 Kate Dugat Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 3. North 15 023'18" East, 55.80 feet to a point for comer, 4. North 17'10'5,4!' East, 45.19 feet to a point for comer, 5. North 08 °38'1 T' East, 37.06 feet to a point for comer, 6. North 02 °31'50" East, 54.46 feet to a point for comer, 7. North 01 °5755" East, 47.69 feet to a point for comer, 8. North 01 022'26" East, 524.57 feet to a point for comer, 9. North 04 028'33" East, 2045.44 feet to a point for comer marking the northwest corner of said 129.96 acre tract, THENCE, North 89 012124" East, with the north line of said 129.96 acre tract (common with the north line of the Jacob Townsend Survey, Abstract 25), 1407.80 feet to a point for comer, THENCE, North 87 034'17" East, along the north line of said 129.96 acre tract, 944.50 feet to the POINT OF BEGINNING, CONTAINING 129.96 acres of land in Chambers County, Texas Tract 111 - 464.86 acres (combination of 254.14 and 210.72 acre tracts) BEGINNING at the northwest comer of the said 210.72 acre tract, THENCE, North 87 °31'31" East, along the north line of said 210.72 acre tract, 1796.29 feet to a point for corner at a northeast comer of the said 210.72 acre tract. THENCE, South 03 007'50" East, along the east line of said 210.72 acre tract, 1709.93 feet to a point for comer, THENCE, North 88 °05' 10" East, with a north line of said 210.72 acre tract, 1716.89 feet to a point for comer, THENCE, South 01 °40'35" East, along an east line of said 210.72 acre tract, 1242.97 feet to a point for comer, THENCE, South 87 °59'43" West, 3.91 feet to a point for comer, THENCE, South 01 °33'16" East, along an east line of the aforementioned 210.72 acre tract, 868.67 feet to a point for comer, 3 Chambers County improvement District No. 3 880.30 Acres Jacob Townsend Survey Abstract No. 25 R. A. West Survey Abstract No. 314 Kate Dugat Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 THENCE, South 88 "18'21" West, 398.02 feet to a point for comer, THENCE, South 01 026'48" East, 192.80 feet to a point for comer, THENCE, South 87 028'30" West, 819.13 feet to a point for comer; THENCE, South 02 °30'46" East, 160.39 feet to a point for comer; THENCE, South 07 °49'09" East, 360.01 feet to a point for comer, THENCE, South 15 °38'38" East, 338.95 feet to a point for comer, THENCE, North 87 027'23" East, 693.04 feet to a point for comer; THENCE, South 01 026'48" East, 19.26 feet to a point for comer; THENCE, South 87 043'36" East, 396.00 feet to a point for comer, THENCE, South 01 027'10" East, 26.16 feet to a point for comer, THENCE, South 89 °31'04" East, 598.07 feet to a point for comer, said point also being in the westerly right -of -way of Farm to Market Road (F.M.) 3180 (140 foot right -of -way), dedication of which is recorded in Volume 300, Page 622 of the Chambers County Deed Records; THENCE, South 07 °09'09 West, along the westerly right -of -way of said F.M. 3180, 100.68 feet to a point for comer; THENCE, North 89 °31'04" West, 577.87 feet to a point for comer; THENCE, North 01'33'16" West, 25.84 feet to a point for comer; THENCE, North 87 043'36" West, 497.18 feet to a point for comer; THENCE, North 04 °36'34" West, 11.39 feet to a point for comer, THENCE, South 87 "2723" West, 673.99 feet to a point for comer, THENCE, North 15 °38'45" West, 425.19 feet to a point for comer; THENCE, North 07 049'09" West, 371.48 feet to a point for comer, !� Chambers County Improvement District No. 3 880.30 Acres Jacob Townsend Survey Abstract No. 25 R. A. West Survey Abstract No. 314 Kate Dugat Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 THENCE, South 87 °27'38 West, 509.36 feet to a point for comer, said point also being in the east line of the aforementioned 254.14 acre tract; THENCE, South 02 °31'16" East, along the east line of the said 254.14 acre tract (common with the east line of the Jacob Townsend Survey, Abstract 25), 2747.10 feet to a point for comer marking the southeast comer of said 254.14 acre tract; THENCE, South 87 °39'30" West, along the south line of said 254.14 acre tract (common with the south line of the Jacob Townsend Survey, Abstract 25), 3790.48 feet to a point for comer in the east right -of -way line of State Highway 99 being described as a called 40.801 acre tract (Parcel 18) in Second Amended Notice of Lis Pendis recorded in Volume (07) 934, Page 280 of the Chambers County Official Public Records, said point being in the arc of a non - tangent curve to the right THENCE, along the west line of the said 254.14 acre tract, common with the east right -of -way line of said State Highway 99 and the are of said non - tangent curve to the right, having a radius of 3619.72 feet, a central angle of 22 018'55 ", an arc length of 1409.79 feet, and a long chord bearing North 18 °38'26" East, 1400.90 feet to a point for comer, THENCE, North 29 °47'53" East, continuing along said east right -of -way line of State Highway 99, 2795.78 feet to a point for comer at the beginning of a curve to the left; THENCE, along the east line of said State Highway 99, and along the arc of said curve to the left, having a radius of 3064.79 feet, a central angle of 57006'39", an arc length of 3,054.89 feet, and a long chord bearing North 01 °14'33" East, 2,929.99 feet to a point for comer; THENCE, North 27018'47" West, continuing along the east line of said State Highway 99, 156.96 feet to a point for comer, THENCE, North 02 044'580 West, 193.07 feet to the POINT OF BEGINNING, CONTAINING 464.86 acres of land in Chambers County, Texas, along with the herein described 285.48 acre tract (Tract 1), and the herein described 129.96 acre tract (Tract Il) for a total acreage of 880.30 acres. This document was prepared under 22 TAC 663.21, and does reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or config subdivision for which it was prepared. P:%PROJECTS%05454- National Property Holdings1003102 %SURVEY%LEGAL81POLMCAL BOUNDARY W a`�