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Ordinance No. 11,910ORDINANCE NO. 11,910 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A DEVELOPMENT AGREEMENT WITH CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 3; 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 hereby authorizes and directs the City Manager to execute a Development Agreement with Chambers County Improvement District No. 3. Said agreement is attached 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 ote of the City Council of the City of Baytown this the 12th day of April, 2012. / APPROVED AS TO FORM: \ \Cobfs0l \legal \Karen\Files \City Council \Ordinmws\2012\April 12 \CCID3DevelopmentAgreement.doc Mayor l { EXHIBIT "A" DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS AND CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN,'TEXAS, AND CHAMBERS COUN'T'Y IMPROVEMENT DIS'T'RICT NO.3 This Development Agreement (the "Agreement ") is made and entered into effective as of the day of -,20 by 'I HE CITY OF BAYTOWN, TEXAS (the "City "), a home -rule municipality located in Chambers and Harris Counties, Texas, acting by and through its governing body, the City Council of Baytown, Texas; and CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 3, a municipal utility district created pursuant to Article XVI, Sections 52 and 59, Texas Constitution (the "District"). RECITALS WHEREAS, the District consists of approximately 880.30 acres of land in Chambers County, Texas, and described in Exhibit A (the "Property "). A boundary map and vicinity map of the Property are attached as Exhibit A -I; and WHEREAS, the District desires that land within its boundaries be developed as a commercial and/or industrial development; however, the development of the Property requires an agreement providing for long -term certainty in regulatory requirements and development standards by the City regarding the Property; and WHEREAS, the City and the District agree that the development of the Property can best proceed pursuant to a development agreement; and WHEREAS, it is the intent of this Agreement to establish certain restrictions and commitments imposed and made in connection with the development of the Property. The City and the District agree that the provisions of this Agreement, and the goods and services to be provided by the City and by the District substantially advance legitimate interests of the City and the District. The City and the District are proceeding in reliance on the enforceability of this Agreement. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the District agree as follows: ARTICLE L DEFINITIONS Section 1.01 Terms. Unless the context requires otherwise, and in addition to the terms defined above, the following terms and phrases used in this Agreement shall have the meanings set out below: :Agreement means this Development Agreement between the City and the District. Board means the Board of Directors of the District. City means the City of Baytown, Texas. City Council means the City Council of the City or any successor governing body. Development Agreement, Page I City Manager means the City Manager of the City or his designee. C ounly means Chambers County, Texas. District means Chambers County Improvement District No. 3, a municipal utility district created by Senate Bill 2512, as passed by the 81" Legislature, Regular Session, effective May 27, 2009, that encompasses all of the Property, the purposes of which are to supply a public water supply, sanitary sewer services, drainage services, fire protection, and/or roads and to exercise all powers granted to such district under the laws of the State of Texas. ETJ means the extraterritorial jurisdiction of the City. Party or Parties means a party or parties to this Agreement. Person means any individual, partnership, association, firm, trust, estate, public or private corporation, or any other legal entity whatsoever. Project means the sixteen -inch waterline together with associated appurtenances to be constructed by the District or developer on its behalf along the right -of -way of Kilgore Parkway east of State Highway 146 to serve land within the District, as shown and depicted on Exhibit E, attached hereto and incorporated herein by reference for all purposes. Property means all the land described in the attached Exhibit A, which is incorporated herein for all intents and purposes. Subdivision means a division of a tract or parcel of land as defined in Section 126 -1 of the Code of Ordinances, Baytown, Texas. TCEQ means the Texas Commission on Environmental Quality and its successors. ARTICLE II PLATTING AND MUNICIPAL UTILITY DISTRICT Section 2.01 Introduction. The Property is proposed to be developed as a mix of commercial and /or industrial development. The land uses within the Property shall be typical of a mixed -use development with commercial and institutional facilities as applicable. Section 2.02 Platting. Any developer of Property within the District shall be required to plat any subdivision of the Property in accordance with the City's Code of Ordinances. The subdivision plat shall be subject to review and approval of the Planning and Zoning Commission of the City or the Director of Planning and Development Services of the City, as appropriate, in accordance with those requirements and procedures and planning standards of the City. The District will not provide water or sewer service to any lot or parcel of land unless a plat covering such land has been approved by the appropriate authority. Development Agreement, Page 2 ARTICLE III WA'T'ER, WASTEWATER AIND DRAINAGE FACILITIES AND SERVICES Section 3.01 Water Facilities and Services. The Parties acknowledge that Tract 1 of the Property, as shown on Exhibit C attached hereto, is subject to a water certificate of convenience and necessity ( "CCN ") held by the Baytown Area Water Authority ( "BAWA "), and that Tracts 2 and 3 of the Property are not within the boundaries of any CCN. in order to allow development within the District, the City agrees to allow the District to construct a water well, if feasible, to serve Tracts 2 and 3, and/or to construct water distribution facilities to connect any combination of Tracts 1, 2 and 3, or portions thereof, to the BAWA water supply system. Section 3.02 Wastewater Facilities and Services. The Parties acknowledge that Tract 1 of the Property, as shown on Exhibit D attached hereto, is subject to a wastewater CCN held by Monarch Utilities 1 LP ( "Monarch "). The District, as of the date of this Agreement, is in discussions with Monarch regarding the feasibility, both as to the availability of service and the cost thereof, of Monarch providing wastewater services to development within Tract 1. Tracts 2 and 3 o the Property are subject to a wastewater CCN held by the Gulf Coast Waste Disposal Authority ( "GCWDA ). The Parties acknowledge that the cost of the construction of wastewater facilities to connect to the closest existing GCWDA facilities located on SH 146 is prohibitively expensive for any first phase of development within Tracts 2 and 3. The City will not object to the first phase of commercial and industrial development within Tracts 2 and 3 utilizing septic systems or utilizing wastewater treatment package plants meeting all applicable standards of TCEQ and any other regulatory authority. The City agrees that payment of wastewater impact fees shall not be applicable to development served by septic systems or package plants until connection of such development to the City's wastewater collection system. In addition, if landowners in the District who own the land within Tract 1 have such land excluded from the Monarch wastewater CCN, the foregoing conditions shall also apply to Tract 1. Section 3.03 Drainage Facilities and Services. The District shall be responsible for constructing, or causing to be constructed, such drainage facilities and improvements as are necessary to adequately provide drainage for the development within the District and which meet the minimum standards for drainage facilities set forth in the City's Code of Ordinances. Section 3.04 Construction Standards for Public Improvements. The District shall provide, or cause to be provided, public improvements required herein or by the Code to the extent the District is allowed to do so by law, including, but not limited to, roads, drainage, utilities, facilities, landscaping, streetscaping, parks and recreational facilities in accordance with all City requirements applicable to the Property. All public improvements constructed by the District, or caused to be constructed by the District, shall be constructed in accordance with all then applicable City requirements. Development Agreement, Page 3 ARTICLE IV OTHER REQUIREMENTS Section 4.01 Strategic Partnership Agreement. The Parties agree that they will comply with the Strategic Partnership Agreement attached hereto as Exhibit F, and that they will promptly take such actions as are required by law under such Strategic Partnership Agreement. ARTICLE V BREACH, NOTICE AND REMEDIES Section 5.01 Breach of Agreement. (a) It is the intention of the Parties to this Agreement that the Property be developed in accordance with the terms of this Agreement. (b) The Parties acknowledge and agree that any deviation by the City or by the District from the material terms of this Agreement would frustrate the intent of this Agreement and, therefore, would be a breach of this Agreement. In the event that a Party to this Agreement believes that the other Party has, by act or omission, committed a breach of this Agreement, the provisions of this Article V shall provide the remedies for such default. Section 5.02 Notice of District's Default; Right to Cure (a) The City Manager shall notify the District in writing of an alleged failure by the District to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The District shall, within thirty (30) days after receipt of such notice or such longer period of time as the City may specify in such notice, either cure such alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The City Manager shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured. The District shall make available and deliver to the City, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the City Manager determines that such failure has not occurred, or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, or that such failure is excusable, such determination shall conclude the investigation. If the City determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, then the City may terminate this agreement and the strategic partnership agreement and/or take any appropriate action to enforce this Agreement at law or in equity. Development Agreement Page 4 Section 5.03 Notice of City's Default; Right to Cure (a) The District shall notify the City in writing of an alleged failure by the City to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The City shall, within 30 days aver receipt of such notice or such longer period of time as the District may specify in such notice, either cure such alleged failure or, in a written response to the District, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The District shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such tailure is excusable; and (iii) whether such failure has been cured or will be cured by the City. The City shall make available and deliver to the District, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the District determines that such failure has not occurred or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the District, or that such failure is excusable, such determination shall conclude the investigation. If the District determines that a failure to comply with a provision has occurred and that such 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 take any appropriate action to enforce this agreement at law or in equity. ARTICLE VI BINDING AGREEMENT, TERM, AMENDMENT, AND ASSIGNMENT Section 6.01 Beneficiaries. This Agreement shall bind and inure to the benefit of the City and the District, their successors and assigns. Section 6.02 Notice. The Parties contemplate that they will engage in informal communications with respect to the subject matter of this Agreement. However, 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: (a) by delivering the same in person; (b) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified; (c) 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 (d) by sending the same by facsimile with confirming copy sent by mail. Notice shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: City: City of Baytown P. O. Box 424, Baytown, Texas 77522 Attn: City Manager, (fax) 281 - 420 -5891 Development Agreement, Page 5 District: Chambers County Improvement District No. 3, 1300 Post Oak Boulevard, Suite 1400, l- Iouston, 'Texas 77056 Attn: Peter T. [-larding (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 5 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 6.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. Section 6.04 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected. Section 6.05 Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party of any 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 6.06 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. Exclusive venue shall be in Harris County, Texas, and all Parties consent to venue in Harris County. Section 6.07 Reservation of Rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws, including sovereign immunity, except to enforce any rights and remedies under this Agreement. Section 6.08 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 6.09 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 6.10 Effect of State and Federal Laws. Notwithstanding any other provision of this Agreement, Developer, its successors or assigns, shall comply with all applicable statutes or regulations of the United States and the State of Texas, as well as any City ordinances and any rules implementing such statutes or regulations. Section 6.11 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 Development Agreement, Page 6 Charter and City ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the requirements of state law. Section 6.12 'term. 'Phis Agreement shall be effective from the effective date specified herein and shall expire forty (40) years from the date the District issues the Final series of bonds required to fully Finance its Facilities and improvements; provided, however, that if District has not been fully developed by the developers and the District has not fully financed its facilities and improvements by the end of the initial forty (40) year term, this Agreement will automatically renew for successive five (5) year terms until same has occurred. Section 6.13 Remedies Cumulative. All rights and remedies of the City and /or the District tinder this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. Section 6.14 Amendments. This Agreement may not be altered, changed or amended, except by an instrument in writing, signed by both parties hereto. Section 6.15 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the District hereby agree that no claim or dispute between the City and the District arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the District consents to be joined in the arbitration proceeding if the District's presence is required or requested by the City for complete relief to be recorded in the arbitration proceeding. Section 6.16 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 6.17 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. Section 6.18 Duplicate Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 6.19 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. Development Agreement, Page 7 Section 6.20 Gender and Number. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. Section 6.21 Agreement Read. The Parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. Section 6.22 Agreement not an "Allocation Agreement." The Parties agree that this Development Agreement is not an Allocation Agreement for purposes of Water Code Section 54.016(l). IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective as of the day of , 20 CITY OF BAYTOWN, TEXAS By: ATTEST: By: Leticia Brysch, City Clerk APPROVED AS TO FORM: By:4. acio Ramirez, Sr., City orney Development Agreement, Page 8 Robert D. Leiper, City Manager CHAMBERS COUNTY IMPROVEMI DISTRICT NO. 3 By: Vice President, Board of Directod THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on this c-') 141 day of ivbOW). 20129 by Brian D. Cunningham, Vice President of Chambers County Improvement District Wo. 3, on behalf of said District. L ota �a1 �. ry Pu lic in and for The StateofT EXAS JUDY H. GALIAWAY )i Notary Public. Staled Texas ! ��,. _• �sT My Commission Exoires ot•2a•2o13 11 Cobfs0ll lega l\KarenlFiles'kContractslCCID #30evelopment Agreement FMAL 2- 3- 2012.docx Development Agreement, Page 9 Chambers County Improvement District No. 3 880.30 Acres STATE OF TEXAS § COUNTY OF CHAMBERS § Jacob Townsend Sury i bit 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 corner of said called 285.48 acre tract, being common with a northwest corner 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 °19'04" West, 2683.79 feet to a point for corner 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 °32'57 ", an arc length of 203.71 feet, and a long chord bearing South 10 °35'34" West, 203.30 feet to a point for corner; THENCE, South 16 055'29" West, 1096.02 feet to a point for corner marking the southeast corner 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 corner 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 corner of the said called 285.48 acre tract; THENCE, North 80 014'58" East, along the lower west line of the said called 285.48 acre tract, 421.47 feet to a point for corner marking an interior corner 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 Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 THENCE, North 02 039'44" West, along the upper west line of the said called 285.48 acre tract, 2708.36 feet to a point for corner marking the northwest corner of said called 285.48 acre tract, said point being the occupied northwest corner of the Jacob Townsend Survey, Abstract 25; THENCE, North 87 °04'16" 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 corner; THENCE, North 87 015'45" 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 II -- 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 corner 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 °47'53" 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 corner 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 23 018'04 ", 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 corner at the southeast corner of the said 129.96 acre tract, said point also marking the southwest corner 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 corner marking 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 16 024'09" East, 1157.81 feet to a point for corner; 2. North 15 "19'42" East, 41.33 feet to a point for corner; Pj 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 corner; 4. North 17 010'54" East, 45.19 feet to a point for comer; 5. North 08 °38'17" East, 37.06 feet to a point for corner; 6. North 02 031'50" East, 54.46 feet to a point for corner; 7. North 01 °57'55" East, 47.69 feet to a point for comer; 8. North 01 °22'26" East, 524.57 feet to a point for corner; 9. North 04 °28'33" East, 2045.44 feet to a point for corner marking the northwest corner of said 129.96 acre tract; THENCE, North 89 012'24" 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 corner; THENCE, North 87 °34'17" 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 III - 464.86 acres (combination of 254.14 and 210.72 acre tracts) BEGINNING at the northwest corner of the said 210.72 acre tract; THENCE, North 87 031'31" East, along the north line of said 210.72 acre tract, 1796.29 feet to a point for corner at a northeast corner 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 corner; THENCE, North 88 °05'10" East, with a north line of said 210.72 acre tract, 1716.89 feet to a point for corner, THENCE, South 01 °40'35" East, along an east line of said 210.72 acre tract, 1242.97 feet to a point for corner; 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 corner; 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 corner; THENCE, South 01 026'48" East, 192.80 feet to a point for corner; THENCE, South 87 °28'30" West, 819.13 feet to a point for corner; THENCE, South 02 °30'46" East, 160.39 feet to a point for corner; THENCE, South 07 049'09" East, 360.01 feet to a point for corner; THENCE, South 15 °38'38" East, 338.95 feet to a point for corner; THENCE, North 87 02723" East, 693.04 feet to a point for corner; THENCE, South 01 °26'48" East, 19.26 feet to a point for corner; THENCE, South 87 04336" East, 396.00 feet to a point for corner; THENCE, South 01 "27'10" East, 26.16 feet to a point for corner; THENCE, South 89 °31'04" East, 598.07 feet to a point for corner, 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 07 009'09 West, along the westerly right -of -way of said F.M. 3180, 100.68 feet to a point for corner; THENCE, North 89 °31'04" West, 577.87 feet to a point for corner; THENCE, North 01 033'16" West, 25.84 feet to a point for comer; THENCE, North 87 °43'36" West, 497.18 feet to a point for corner; THENCE, North 04 036'34" West, 11.39 feet to a point for corner; THENCE, South 87 °27'23" West, 673.99 feet to a point for corner; THENCE, North 15 038'45" West, 425.19 feet to a point for corner; THENCE, North 07 °49'09" West, 371.48 feet to a point for corner; El 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 corner, 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 corner marking the southeast corner 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 corner 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 arc 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 18 038'26" East, 1400.90 feet to a point for corner, 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 corner 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 57 006'39 ", 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 corner; THENCE, North 27 °18'47" West, continuing along the east line of said State Highway 99, 156.96 feet to a point for comer; THENCE, North 02 °44'58" 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 II) 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 configur; subdivision for which it was prepared. P:IPROJECTM05454- National Property Hold ings 10031021SURVEYILEGALS%POLITICAL BOUNDARY KIL 5 G� srxu •xuuwa �enrxa Ccc �' t t ,v_ IZE�Y'A3AtlH8 UNY'I 100H08 AINfdYJ 8tl3aWYH0 m � �pi m� o," etry nenans ivona 31vH � S' „�°� fler'A3nens Lad°n v'a i az -v •Aannns ara3awAOi ea�vr - -- �' •�°` ":� 8380V 0408a p� _ oxm� T • s^4'^% SL�Vk1133tlH1 � }Y �?1 ss" E'ON 10JUSI0 IMMAOUMI A-LNnoo Stl38WVH0 a MBIH)(3dYWAWaNM IVOWWd hY La1HIfd '1.�..'.°�>' I � � 93tlOV 9BBZl yjp S3tlOV BYSBZ ! I *m t 83HOV 946&6 i B1? 6 � i -csox a- " vo - ul , ............ IL I T 9pl. 148 w bo-' 1 Exhibit E KILGORE PARKWAY WATERLINE AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS AND CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 IULGORE PARKWAY WATERLINE AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 This Agreement (the "Agreement ") is made and entered into effective as of the dday of " 2011, by THE CITY OF BAYTOWN, TEXAS (the "City "), a home -rule municipality located in Chambers and Harris Counties, Texas, acting by and through its governing body, the City Council of Baytown, Texas; and CHAMBERS COUNTY IMPROVEMENT DISTRICT NO. 3, a municipal utility district created pursuant to Article XVI, Sections 52 and 59, Texas Constitution (the "District "). RECITALS WHEREAS, the District consists of approximately 880.30 acres of land in Chambers County, Texas, and described in Exhibit A (the "Property "). A boundary map and vicinity map of the Property are attached as Exhibit "A "; and WHEREAS, the City and the District agree that the construction of the Project can best proceed pursuant to this Agreement; and NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the District agree as follows: ARTICLE I. DEFINITIONS Section 1.01 Terms. Unless the context requires otherwise, and in addition to the terms defined above, the following terms and phrases used in this Agreement shall have the meanings set out below: Agreement means this Agreement between the City and the District. City means the City of Baytown, Texas. City Manager means the City Manager of the City or his designee. District means Chambers County Improvement District No. 3, a municipal utility district created by Senate Bill 2512, as passed by the 81St Legislature, Regular Session, effective May 27, 2009, that encompasses all of the Property, the purposes of which are to supply a public water supply, sanitary sewer services, drainage services, fire protection, and/or roads and to exercise all powers granted to such district under the laws of the State of Texas. Party or Parties means a party or parties to this Agreement. Project means the sixteen -inch waterline together with associated appurtenances to be constructed along the right -of -way of Kilgore Parkway east from State Highway 146 to the water meter to be located in Kilgore Parkway on the west side of the District's boundary, as shown and Kilgore Parkway Waterline Agreement, Page 1 Ar depicted on Exhibit B, attached hereto and incorporated herein by reference for all purposes. Property means all the land described in the attached Exhibit A, which is incorporated herein for all intents and purposes. ARTICLE II. WATERLINE Section 2.01 Kilgore Parkway Waterline Upsizing Project. Subject to and upon the terms, provisions and conditions hereinafter set forth, the Parties hereto agree that the diameter of the waterline to be constructed along the right -of -way of Kilgore Parkway east from State Highway 146 to the Grand Parkway to serve land within the District, as shown and depicted on Exhibit B, shall be increased from a twelve -inch line to a sixteen -inch line in accordance with the following terms and conditions. The District shall have the following obligations with respect to this upsizing project: (a) The District agrees that it will at its own cost and expense employ one or more professional engineers ( "District's Engineer ") to design the Project. (b) The District agrees to comply with all laws, rules or regulations of the City and other applicable governmental authorities, in order to make the waterline described hereinabove meet or exceed the quality standards set by such governmental authorities. (c) The District shall be obligated to submit plans and specifications for the construction of the Project (the "Plans and Specifications ") no later than ten (10) calendar days after all of Kilgore Parkway right -of -way where the Project is to be located has been dedicated to and accepted by Chambers County, to the City Engineer, for approval and/or for required revision and approval by the City Engineer prior to bidding the Project. The District agrees that the Plans and Specifications shall include the construction and installation of both a twelve -inch (12 ") diameter and a sixteen -inch (16 ") diameter water line together with related improvements. The District shall bid such upsizing as an alternate bid item. (d) Within ten (10) calendar days, after dedication of Kilgore Parkway right -of -way to, and acceptance by, Chambers County, and the City Engineer approves the Plans and Specifications and Chambers County has issued a permit allowing the Project to be constructed within the Kilgore Parkway right -of -way, the District shall advertise, or cause advertisement, for bids and within forty -five (45) calendar days thereafter shall let the construction contract for the Project in accordance with the requirements of all applicable laws, including, but not limited to, Chapter 49 Texas Water Code, as amended. The City shall have the right at any time to inspect the Project as it is constructed. Construction of the Project shall be completed within one hundred fifty (150) calendar days of the contract award. Kilgore Parkway Waterline Agreement, Page 2 rkA (e) The City's share of the costs of the Project shall be the difference between the cost of installing the a sixteen -inch (16 ") diameter water line and the cost of installing the twelve -inch (12 ") diameter water line, as determined by the bid alternate. . The City's share of the costs of the Project shall be due and payable within thirty (30) days of the City's receipt of an invoice from the District. Such amount shall be adjusted upon completion of the Project based upon the actual cost of the construction of the Project. The City's proportionate share of such cost shall be determined based upon the quotient obtained when dividing the amount required to be paid by the City by the bid received from the lowest responsible bidder prior to the start of construction. If any monies are due the City, the District shall pay the same within thirty (30) days of completion of the Project. If monies are due the District, the City shall pay the same within thirty (30) days of the City's receipt of an invoice from the District. (f) Upon completion of the Project and acceptance thereof by the City as being in compliance with the Plans and Specifications and the applicable codes of the City, the District shall convey title to the Project, and all appurtenances related thereto, and shall assign any permits obtained to use the rights -of -way to.the City in form acceptable to the City, without cost or expense to the City, and thereafter, the City will own, operate and maintain the Project. If any easements are needed for the Project in addition to the Kilgore Parkway right -of -way, the District shall acquire same and convey them to the City. The City will operate and maintain the Project from SH 146 up to the District's master meter located on Kilgore Parkway on the west side of the District's boundary. The District shall own, operate and maintain any water line extended east of the master meter to Property within its boundaries. As part of the conveyance of the Project, the District shall convey a maintenance /access road with restricted access for maintenance of the Project form SH 146 to the master meter. The road shall be above the 500 -year flood elevation, designed using sound engineering principles and practices. Once the District conveys title as described hereinabove, the District shall have no right or privilege to remove or interfere with any part or portion of the Project. Notwithstanding the foregoing, the Parties agree that 870,000 gallons per day ( "gpd "), average daily flow, and 3,828,000 gpd, peak hour flow, shall be reserved to the District for providing water supply within the boundaries of the District. This reservation provision shall expire upon the execution of a utility agreement between the parties. (g) Upon request of the City, the District shall provide copies to the City of pay estimates, inspection reports, testing reports, certificate of substantial completion, and evidence of payment regarding the costs of the Project. ARTICLE III BREACH, NOTICE AND REMEDIES Section 3.01 Breach of Agreement. (a) It is the intention of the Parties to this Agreement that the Project be constructed in Kilgore Parkway Waterline Agreement, Page 3 accordance with the terns of this Agreement. (b) The Parties acknowledge and agree that any deviation by the City or by the District from the terms of this Agreement would fiustrate the intent of this Agreement and, therefore, would be a breach of this Agreement. (c) In the event that a Party to this Agreement believes that the other Party has, by act or omission, committed a breach of this Agreement, the provisions of tlus Article III shall provide the remedies for such default. Section 3.02 Notice of District's Default; Right to Cure. (a) The City shall notify the District in writing of an alleged failure by the District to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The District shall, within thirty (30) days after receipt of such notice or such longer period of time as the City may specify in such notice, either cure such alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The City Manager shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured. The District shall make available and deliver to the City, if requested, any records, documents or other information necessary to make the determination without charge. (c) If the City Manager determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured in a manner and in accordance with a schedule satisfactory to the City, then the City Manager may terminate this Agreement and/or exercise any other rights or remedies available hereunder or as a matter of law. Section 3.03 Notice of City's Default; Right to Cure. (a) The District shall notify the City in writing of an alleged failure by the City to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The City shall, within 30 days after receipt of such notice or such longer period of time as the District may specify in such notice, either cure such alleged failure or, in a written response to the District, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The District shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured by the City. The City shall make available and deliver to the Kilgore Parkway Waterline Agreement, Page 4 District, if requested, any records, documents or other information necessary to make the determination without charge. (c) If the District determines that a failure to comply with a provision has occurred and that such 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 take any appropriate action to enforce this agreement at law or in equity. ARTICLE IV BINDING AGREEMENT, TERM, AMENDMENT, AND ASSIGNMENT Section 4.01 Assignment. Neither Party shall assign this Agreement without first obtaining the written consent of the other Party. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the Parties and their respective successors and assigns. Section 4.02 Notice. The Parties contemplate that they will engage in informal communications with respect to the subject matter of this Agreement. However, 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: (a) by delivering the same in person; (b) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified; (c) 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 (d) by sending the same by facsimile with confirming copy sent by mail. Notice shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: City: City of Baytown, Attn: City Manager, P. O. Box 424 Baytown, Texas 77522 (fax) 281 - 420 -5891 With a Copy to: City of Baytown, Attn: City Attorney, P. O. Box 424 Baytown, Texas 77522 (fax) 281- 420 -6586 District: Chambers County Improvement District No. 3 1300 Post Oak Boulevard, Suite 1400, Houston, Texas 77056 Attn: Peter T. Harding (fax) 713 -623 -6143 With a Copy to: Mr. Joe Moody, Parkside Capital 3003 W. Alabama, Houston, Texas 77098 (fax) 713 - 773 -5556 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 5 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, Kilgore Parkway Waterline Aa7•eement. Page 5 nor Sunday or legal holiday. Section 4.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. Section 4.04 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected. Section 4.05 Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party of any 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 4.06 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. Exclusive venue shall be in Harris County, Texas, and all Parties consent to venue in Harris County. Section 4.07 Reservation of Rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws, including sovereign immunity. Section 4.08 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 4.09 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 4.10 Effect of State and Federal Laws. Notwithstanding any other provision of this Agreement, Developer, its successors or assigns, shall comply with all applicable statutes or regulations of the United States and the State of Texas, as well as any City ordinances, and any rules implementing such statutes or regulations. Section 4.11 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 in conformity with the requirements of state law. Section 4.12 Term. This Agreement shall be effective from the effective date specified herein and shall expire two (2) years from the effective date, or upon completion of the Project, whichever first occurs. If the City has not accepted the Project before the expiration of the teen, Kilgore Parkway Waterline Aareement, Page 6 the City shall have the right, at its sole discretion, either to extend the term and require the District to complete the improvements or to fully refund all monies provided by the City pursuant to Section 2.01 hereinabove within thirty (30) days from the expiration of the term. Section 4.13 Remedies Cumulative. All rights and remedies of the City and/or the District under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. Section 4.14 Amendments. This Agreement may not be altered, changed or amended, except by an instrument in writing, signed by both parties hereto. Section 4.15 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the District hereby agree that no claim or dispute between the City and the District arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the District consents to be joined in the arbitration proceeding if the District's presence is required or requested by the City for complete relief to be recorded in the arbitration proceeding. Section 4.16 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 4.17 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. Section 4.18 Duplicate Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 4.19 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. Section 4.20 Gender and Number. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. Section 4.21 Agreement Read. The Parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. Kilgore Parkway Waterline Agreement, Page 7 IN WITNE REOF, the a igned Parties have executed this Agreement effective as of the - day of 201L. i ATTE : Lo Leticia Brysch, APPROVED AS TO FORM: By: lgdaYio Ramirez, Sr., City Att ey THE STATE OF TEXAS § COUNTY OF HARRIS § CITY OF BAYTOWN, TEXAS By: obert D. Leiper, CiiNanagter CHAMBERS COUNTY IMPROVEMENT DISTRICT NO.3 LIM This instrument was acknowledged before me on this day of G%. I 20_q_, by U,<Q r • ��� �{�t, the President of Chambers County Improvement District No. 3, on behalf of said District. a�tWW alga. mil+ GRETCHEN LEE HARWOOD Notary Public fi and for My Commission Expires The State of T E X AS March 30. 2015 4 { 11 Cobsry illegal \Karen\Files\Contracts\CCID #ANVaterlineAgreementFINAL.rtf Kilgore Parkway Waterline Agreement, Page 8 a�5 M911 13 }1 a 1, a ti 1 � f � •�, a 41�d '•.� �/ `� - Rc i'., • I /��...�,yy��o�,y� ,1 I' .� IAl2 /kf1+K'I1a/rk,l? t� ,` t ��. •j'+t �'�s x1'- -i .f W i ! II t vim, -i @ sly t irk + .t t �, r r •+� �`l T1��, I{ j >a I t'3f�.y i ¢,}.,dig ?i4 �,r.s I 3 �Y•'•a 6 P''i, '"•.'M° _ .____ �1 {ik 'a.' F' tlrk � f1'� / t4_ '��-� ^7c }g ''.:t�j �,y�! 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A LL C I i?li�� v ` r ' 'f' 1. •M I'. t Ft . �� c>' rn "Ta'. TQ 1 t : �:l i'4 n } x, 1!_5� 1 e �tY t N ,i` lit` f l rl "� fly .f,l r 1, ui to Z t]. f,- i < l r t^ C t Ft I R +.. •,ar.'SY• CL 1•� `V'ol f�Q 'U` r6ot . ,,rr i'f "'Sill t' C i LL V I •II t�- [' to i''% ` Tt''I ' (. 1 J, � rill Feb I I 1 w bl n } " [, itV, I ,. .li t�•,lk4J fn qY v..; Exhibit F 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 i following terms and phrases used n 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 fiom 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 (3 0) 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. -6- 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. NUSCELLANEOUS 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 parry 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 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 tune 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. -10- 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 CO DISTRICT NO. I Lo lq ;p 0 V • y- y . Gilbert THE STATE OF TEXAS § COUNTY OF CHAMBERS § Brian D. Cunni Vice President VEMENT This instrument was acknowledged before me this a.? �' '1 day of Am bRU A 14 IQ- by Brian D. Cunnin gh am as Vice 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. -11- Q k P lic in and for e 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 , 20112 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) 1 1Cobfs0l \legallKazen\Files\Contracts\CCID #3lSPA FINAL 1 -20 -2012 (2).docx -12- Exh'ib'it 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 acne 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 11— 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 °19'04" West, 2683.79 feet to a point for comer in the, beginning of a curve to the right; THENCE, along the are of said curve to the right, having a radius of 930.06 feet, a central angle of 12 °32'57', an arc length of 203.71 feet, and a long chord bearing South 10 °3534" West, 203.30 feet to a,point for comer, THENCE, South 16 °55'29" 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 Survey Abstract No. 416 A. B. J. Winfree Survey Abstract No. 306 THENCE, North 02 °39'44" 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 °04'16" 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 II — 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 °47'53" 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 °08'51" 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 °3W30" 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 marking 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 15 °19'42" 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 17 010'54" 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 02 031'50" East, 54.46 feet to a point for comer, 7. North 01 °57'55" East, 47.69 feet to a point for comer, B. North 01 °22'26" East, 524.57 feet to a point for comer, 9. North 04'28'33" East, 2045.44 feet to a point for comer marking the northwest comer of said 129.96 acre tract; THENCE, North 89 012'24" 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 °3417' 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 ill - 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 87031'31" East, along the north line of said 210.72 acre tract, 1796.29 feet to a point for comer at a northeast comer of the said 210.72 acre tract; THENCE, South 03007'500 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 corner; 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 01033'160 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 °26'48° East, 192.80 feet to a point for comer, THENCE, South 87 "28'30" West, 819.13 feet to a point for comer, THENCE, South 02 °30`46" East, 160.39 feet to a point for corner, 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 °2723" East, 693.04 feet to a point for comer, THENCE, South 01 °26'48" East, 19.26 feet to a point for comer, THENCE, South 87 °43'36" East, 396.00 feet to a point for comer, THENCE, South 01 °27'10" East, 26.16 feet to a point for comer, THENCE, South 89 031'04" 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.) 3980 (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 °3634" West, 11.39 feet to a point for comer, THENCE, South 87 027'23° 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 °49'09" West, 371.48 feet to a point for comer, 4 1 - 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 corner, 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 039130" 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 Ofcial 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 arc of said non tangent curve to the right, having a radius of 3619.72 feet, a central angle of 22 018'5511, an arc length of 1409.79 feet, and a long chord bearing North 18 038'26" East, 1400.90 feet to a point for comer; THENCE, North 29 047'53" 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 are of said curve to the left, having a radius of 3064.79 feet, a central angle of 57 °06'39 ", 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 27 °18'47" West, continuing along the east line of said State Highway 99, 156.96 feet to a point for comer, THENCE, North 02 °44'58° 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 11) for a total acreage of 880.30 acres. This document was prepared under 22 TAC 663.21, and does ground survey, and is not to be used to convey or establish it those rights and interests implied or established by the creation subdivision for which it was prepared. reflect the results of an terests in real property or configuration of thaa 13:IPROJECTSW5454- National Property Hakrrngsl003 %02%SURVEY%LEGALSiPOLMCAL BOUNDARY on the except