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Ordinance No. 12,140ORDINANCE NO. 12,140 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A PAYMENT IN LIEU OF TAXES AGREEMENT WITH S.A.F.E. CHEMICALS, LLC; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to a Payment in Lieu of Taxes Agreement with S.A.F.E. Chemicals, LLC. A copy of said agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vof the City Council of the City of Baytown, this the 13`s day of December, 2012. �" Clerk M M , I .,s, R: \Karen \Files \City Council \0rdinm=s\2012\December 13\ SAFEChemicalsPILOTOrdinance.doc Exhibit "A" PAYMENT IN LIEU OF TAXES STATE OF TEXAS § COUNTY OF CHAMBERS � This Payment in Lieu of Taxes Agreement ( "Agreement ") is made and entered into between the City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City," and S.A.F.E. Chemicals, LLC, a Texas Limited Liability Company (the "Property Owner "). In consideration of the promises and of the mutual covenants and agreements herein contained, it is agreed by and between the City and Property Owner as follows: WHEREAS, the Property Owner owns that property located within Chambers County Improvement District No. 3 and within the City of Baytown for limited purposes; and WHEREAS, the Property Owner purchased such property subject to the Declaration of Covenants, Conditions and Restrictions for Bay 10 Business Park, hereinafter referred to as the "Declarations "; and WHEREAS, the Declarations require that the Properly Owners with a proposed future development value equal to or greater than $1,000,000, as will be determined by the Chambers County Appraisal District, to enter into an agreement with the City for payments in lieu of ad valorem taxes; and WHEREAS, the Declarations provide that such an agreement is a condition to any construction of improvements on the property; and NOW THEREFORE, the City and the Property Owner, in consideration of the mutual covenants, agreements and benef is herein contained, do mutually agree as follows: I. Parties The parties to the Agreement and their addresses are: City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax No. (281) 420 -6586 Il. Pro e S.A.F.E. Chemicals LLC Attn: Manager 54 Orchid Grove Place The Woodlands, TX 77385 Fax No. (419) 821 -5261 This Agreement includes provisions concerning certain real estate and tangible personal property owned or leased by the Property Owner and located within the boundaries of Chambers County Improvement District No. 3 as more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes, hereinafter sometimes referred to as the "Property" or the "affected area ". Ill. Term The term of this Agreement is seven tax years, from 2012 through 2018, unless it is sooner terminated under the provisions hereof. This- Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of the parties to this Agreement and shall remain in effect for seven tax years. This Agreement supersedes any prior existing agreements between the Property Owner and the City relating to the subject matter hereof and governing the Property; to the extent any such prior existing agreement required payment on or after January 1, 2012, such payment obligations are hereby canceled and are superseded by the provisions contained herein. IV. Payment in Lieu of Taxes (PILOTI As part of the consideration for the City's undertakings as set forth above, the Property Owner agrees to pay to the City on or before December 31x` of each year during the term hereof a sum of money equal to the Base Year PILOT Payment plus the Added Value PILOT Payment. The sum of the Base Value PILOT Payment plus the Added Value PILOT Payment shall be referred to as the PILOT Payment. A. Base Value PILOT Payment The Base Value PILOT Payment shall be calculated as follows: {l) the sales price of the Property paid by the Property Owner, which Property Owner has verified under oath to be $482,927.90 ($482,927.so , hereinafter referred to as the "Base Year Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City, multiplied by (3) the applicable Yearly Payment Rate, which is the sum of the PILOT Payment Rate plus the Public Community Improvement Rate and shall be determined using the following chart: 2 PUBLIC YEARLY TAX YEAR PILOT PAYMENT COMMUNITY PAYMENT RATE IMPROVEMENT RATE RATE 2012 .61 .01 .62 2013 .62 .01 .63 2014 .62 .01 .63 2015 .63 .01 .64 2016 .63 .01 .64 2017 .63 .01 .64 2018 .64 .01 .65 2 B. Added Value PILOT Payment The Added Value PILOT Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area on January I of each year in which a PILOT Payment is due hereunder minus the Base Year Value. the difference of which is hereinafter referred to as the "Added Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by (3) the applicable total added value PILOT payment rate detailed below, which shall be determined using the following chart: If the formula used in calculating the Added Value PILOT Payment produces a negative number, then the Added Value PILOT Payment shall be $0.00. V. Lien and Damages To secure the payment of any PILOT and any other sums due hereunder (including, without limitation, interest, late fees or delinquency charges), a lien by virtue of the Declarations and/or this Agreement is hereby reserved and created in favor of the City against the affected area. This lien is subject only to and inferior to any and all first lien purchase money deeds of trust and liens in favor of third party financial institutions or representing bona fide seller financing. The lien for the payment of the PILOT Payment shall be binding with a power of sale to enforce such lien by non - judicial foreclosure pursuant to the provisions of Section 51.002 of the Texas Property Code (the "Code "), or any successor statute governing enforcement of consensual liens on real estate. Alternatively, the City may institute a suit or proceeding at law or in equity or take any lawful action to enforce collection of any defaulted PILOT Payment, including, but not limited to, an action to foreclose such lien. Any foreclosure may be brought by the City in the same manner as an action to foreclose the lien of a mortgage of deed of trust on real property. PUBLIC ADDED VALUE COMMUNITY TOTAL ADDED VALUE TAX YEAR PILOT PAYMENT PELOT PAYMENT RATE EffROVEMENT RATE IRATE 2012 0 .01 .01 2013 0 .01 .01 2014 0 .01 .01 2015 0 .01 .01 2016 .21 .01 .22 2017 .42 .01 .43 2018 .64 .01 .65 If the formula used in calculating the Added Value PILOT Payment produces a negative number, then the Added Value PILOT Payment shall be $0.00. V. Lien and Damages To secure the payment of any PILOT and any other sums due hereunder (including, without limitation, interest, late fees or delinquency charges), a lien by virtue of the Declarations and/or this Agreement is hereby reserved and created in favor of the City against the affected area. This lien is subject only to and inferior to any and all first lien purchase money deeds of trust and liens in favor of third party financial institutions or representing bona fide seller financing. The lien for the payment of the PILOT Payment shall be binding with a power of sale to enforce such lien by non - judicial foreclosure pursuant to the provisions of Section 51.002 of the Texas Property Code (the "Code "), or any successor statute governing enforcement of consensual liens on real estate. Alternatively, the City may institute a suit or proceeding at law or in equity or take any lawful action to enforce collection of any defaulted PILOT Payment, including, but not limited to, an action to foreclose such lien. Any foreclosure may be brought by the City in the same manner as an action to foreclose the lien of a mortgage of deed of trust on real property. Additionally, the obligations contained in Article IV shall be enforceable by the City pursuant to all applicable laws and by all applicable means, including but not limited to, by an action for damages or an action for an injunction, or both. Should the City prevail in a suit to enforce the terms and provisions of this Article IV, the City shall also be entitled to recover a reasonable sum as attorney's fees. It is further agreed that if a suit for injunctive relief is brought for enforcement of Article IV, the Property Owner shall have no right to and shall be conclusively deemed to have covenanted and agreed not to (and to have waived any right to), urge or assert as a defense that an adequate remedy at law exists. VI. Valuations A. Procedure For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including, in particular, the Texas Property Tax Code), except, however, that (i) to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City, the provisions of this Agreement will control where in conflict with the provisions of such laws and (ii) the income method of appraisal as described in Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which a rental market exists. Specifically, nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists, instead if such method is used, the chief appraiser shall: I. use income and expense data pertaining to the property, if possible and applicable; 2. make any projections of future income and expenses only from clear and appropriate evidence; 3. use data from generally accepted sources in determining an appropriate capitalization rate; 4. determine a capitalization rate for income- producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. B. Valuation of Pro eejU Outside the Corporate Limits The parties hereto recognize that said Chambers County Appraisal District is not required to appraise the land, improvements, and tangible property, real or mixed, in the affected area, which is not within the corporate limits of the City, for the purpose of computing the payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Property Owner's land, improvements, and tangible property located outside the corporate limits of the City in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment in the manner described above, the City may choose to use the appraised value for the Base Year, as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination), or by appraisal conducted by the City and/or by an independent appraiser of the City's selection, and at the City's expense. Nothing contained herein shall ever be construed as in derogation of the authority of the Chambers County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes- 4 C. Binding Effect Determination of fair market values in the above - stated manner outside the corporate limits shall be made by the City, which shall be final and binding unless the Property Owner within thirty (30) days after receipt of the valuation by Chambers County or the City, as applicable, petitions for a Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section XIV hereof. in determining the fair market value of property and improvements as used herein, the City shall base its determination on the fair market value as defined in Section VI herein, giving due consideration to comparable present day facilities considering and giving effect to sound engineering valuation practices relative to service life, life expectancy, process and functional obsolescence. D. Statements The City shall mail one statement to the Property Owner on or about December l of each year showing the total amount due on December 31 of such year pursuant to this Agreement. Such statement shall be mailed to the address noted in Article I of this Agreement. Any amounts due on December 31 that are not paid when due shall become delinquent on January I of the following year. Provided, however, if the tax statement is mailed after December 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties, interest, attorneys' fees and costs of collection as recoverable by the City in the case of delinquent ad valorem taxes. E. Valuation Contests If any differences concerning the appraised values shall not have been finally determined by the due date of the Property Owner's payment hereunder and the Property Owner desires to pursue any additional available remedies, the Property Owner shall, without prejudice to such remedies, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Chambers County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner, if not paid timely, the refund amount shall bear interest at eight percent per annum beginning 60 days after the City received both the Property Owner's written refund request and the Chambers County Appraisal District's formal notification that the appraised value of the property has been reduced. VII. Compliance with Law The City and the Property Owner mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in Chambers County Improvement District No. 3. and that development within the District may have an impact on the drainage of surrounding areas. To this end. the Property Owner and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of the City's extraterritorial jurisdiction shall also be applicable to the affected area. The Property Owner agrees that any industrial or other activity carried on within the affected area will be constructed in strict compliance with all applicable valid state and federal air and water pollution control standards. if the Property Owner's property within the affected area is subject to the Occupational Safety and Health Act. 39 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its facilities and improvements in the affected area comply with the applicable fire safety standards of such act and the resolutions from time to time promulgated hereunder (the "OSHA Standards"), The Property Owner agrees that any structure built within the affected area shall be built in accordance with the building code adopted by the City in effect at the time of construction. The City and the Property Owner recognize that activities in within Chambers County Improvement District No. 3 are subject to regulation by other governmental entities, including the state and federal governments and their various departments and agencies. The City and the Property Owner also recognize that the City may have an interest in activities in Chambers County Improvement District No. 3 that are regulated by other governmental entities. Nothing in this Agreement is intended to limit the City's right and authority to communicate its interest in, or opposition to, those activities to the applicable regulatory agencies or to participate, to the extent allowed by law, in any related administrative or judicial proceeding. Vlll. Inspections The Chief Appraiser of the Chambers County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided in the Texas Property Tax Code as amended. IX. Public Community Improvement The Property Owner may apply to the City for reimbursement for a Public Community Improvement Project designed to further the public community improvement goals of the City of Baytown. Such project, the duration of the project, and the location thereof must be approved in writing by the City Manager of the City based upon the public community improvement goals of the City in effect at the time of the application. The Public Community Improvement Project must be completed prior to the expiration of the Agreement year during which it is approved to be eligible for reimbursement, except if it is approved as a multi -year project. The Public Community improvement Project may be for multiple years; however, in order to be eligible for reimbursement in accordance with this article, it must be completed prior to the expiration or termination of this Agreement. Further, the project may be constructed on the Property Owner's property: provided that the project is visible from and enhances a public way or other public property. Any reimbursement under this article shall be subject to the City Manager's determination that the completed Public Community Improvement Project meets or exceeds those improvement efforts proposed and approved prior to the start of the project. Reimbursement may not exceed the amount the Property Owner will pay to the City based solely upon the Public Community Improvement Rate established in Article IV hereof during the term of this Agreement. It is expressly understood and agreed that in any year during the term of this Agreement, the Prop" Owner shall not submit a request for reimbursement which exceeds the amount the Property Owner has paid to the City based solely upon the Public Community Improvement Rate established in Article IV hereof. If the Property Owner fails to receive the City Manager's approval of a Public Community Improvement Project prior to the expiration of an Agreement year, the Property Owner will have no claim to the monies paid to the City based upon the Public Community Improvement Rate and the City shall use such funds for a project consistent with the City's public community improvement goals. X. Default In the event of default by the Property Owner in the performance of any of the terms of this Agreement, including the obligation to make the payments above provided for, the City shall have the option, if such default is not fully corrected within sixty (60) days from the giving of written notice of such default to the Property Owner to either (i) declare this Agreement terminated or (ii) continue the term of this Agreement and collect the payments required hereunder. Notwithstanding any to the contrary contained herein, should the City determine the Property Owner is in default according to the terms and conditions of Section VII hereof, the City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at the address stated in this Agreement, and if such default is not cured within sixty (60) days from the date of such notice (the "Cure Period ") then such failure to cure shall constitute a material breach of this Agreement; provided that, in the case of a default under Section V1I for causes beyond the Property Owner's control that cannot with due diligence be cured within such sixty (60) day period or in the event that the failure to cure results from ongoing negotiations with federal or state officials, administrative proceedings or litigation regarding the necessary cure steps, then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. Xi. Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth in Article I this Agreement. Any such notice in writing may be given in any other manner. If given by registered or certified mail, the notice shall be effective when mailed. With the exception of annual bills for payments due herein, notice given in any other manner shall be effective when received by the Property Owner or the City, as the case may be. X11. No Further Expansion of Taxing Jurisdiction Nothing herein contained shall be construed to change or enlarge the jurisdiction, power or authority of the City over or with respect to the affected area as prescribed by applicable law, except as specifically provided in this Agreement. The Property Owner shall not be obligated by virtue of this Agreement to make any ad valorem tax payments to the City during the term of this Agreement: Xli1. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and is a member of Channel Industries Mutual Aid organization ( "CIMA ") or similar organization, the Property Owner shall reimburse the City for costs incurred by the City in providing fire protection services to the Property Owner as shall be provided in the charter, bylaws and agreements pursuant to which CIMA or such similar organization is organized and operates. if the Property Owner requests and receives mutual aid firefighting assistance and is not a member of CIMA or a similar organization, then the Property Owner shall be required to reimburse the City for costs actually e.Ypended by the City in providing any firefighting assistance to the Property Owner, including chemical and personnel costs. XIV. Declaratory Judgment Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes. If the controversy affects a PILOT Payment, the Property Owner shall, pending final determination of said controversy, pay to the City on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the amount owed by the Property Owner to the City. The Property Owner agrees to, tender any additional amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. XV. Assignment This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Property Owner and the City only. if the Property Owner conveys all or any part of the property then covered hereby, the Property Owner shall notify the City within 30 days of the conveyance and shall thereafter cease to be obligated with respect to the property so conveyed and the Base Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed, only if the grantee thereof enters into a Payment in Lieu of Tax Agreement with the City with respect to such property so conveyed. No right or obligation under this Agreement may be sold, assigned or transferred. XVI. Aut or The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner of a possessory estate (including a leasehold estate) in the land comprising the affected area, which will not terminate before the expiration date of this Agreement. Additionally, the officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. XV1I. No Municipal Services It is agreed that during the term of this Agreement, the City is under no obligation to provide any governmental, proprietary or other municipal services to the affected area. Specifically, but without limitation, it is agreed that the City shall not be required to furnish (1) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5) garbage pickup service. 8 XVlll. Severabilify If any provision of this Agreement, or any covenant, obligation or agreement contained herein. including, without limitation, that term hereof, is determined by a court to be invalidated or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to comply with applicable law. If it is not possible to so reform such provision, covenant, obligation or agreement, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Provided, further that such invalidity or unenforceability shall not affect any valid and enforceable provision thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the above, if the application of this Section XVIII requires reformation or revision of any term that removes or materially diminishes the obligation of the Property Owner to make the payments to the City described herein (except in the event of reformation that shortens the term of this Agreement), the City shall have the option to declare this Agreement terminated. M. Complete Agreement This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. XX. Non - waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XXl. ambiguities In the event of any ambiguity in any of the terns 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. ?CX[I. Heading The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. 9 XXIIi. Choice of Law, Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XXIV. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 10 IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf of the Property Owner this 07 day of December , 2012, and on behalf of the City this day of ATTEST: Secretary ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney LOUISE RICHMAN, Finance Director XkobfsOINL cSilKarrnli:ilesWontrad0lar Asia PILOTIPILOT Agreemem x S.A.F.E. CHEMICALS, LLC By: Manoi Jain Printed Name Manager Title CITY OF BAYTOWN STEPHEN H. DONCARLOS, Mayor Exhibit "A" Bay Ten Business Park 10.00 Acres STATE OF TEXAS § COUNTY OF CHAMBERS § Jacob Townsend Survey Abstract No. 25 A METES & BOUNDS description of a certain 10.00 acre tract of land situated in the Jacob Townsend Survey, Abstract No. 25 in Chambers County, Texas; being a portion of a called 254.14 acre tract of land conveyed to Grand Parkway /Kilgore Parkway, LP by Special Warranty Deed recorded in Volume (08) 1067, Page 264 of the Chambers County Deed Records; said 10.00 acre tract being more particularly described as follows with all bearings being based on the Texas Coordinate System, South Central Zone, NAD 83; COMMENCING at a found 3/4 -inch rod (with cap stamped "Cotton Surveying ") in the south line of said called 254.14 acre tract, also being in the south line of said Jacob Townsend Survey, and in the east right -of -way line of State Highway 99 (right -of -way at this point is 400- feet wide), a called 40.801 acre tract (Parcel 18) described in Cause No. 22241 Judgment by 334th District Court of Chambers County recorded in Volume (09) 1145, Page 499 of the Chambers County Official Public Records, from said iron rod a found 5/8 -inch iron rod (with cap stamped "5206 ") bears South 06 °10'27' West, 0.84 feet, said 3/4 -inch iron rod being in the arc of a non - tangent curve to the right, the radius point of which bears North 82 °31'01" East, 3619.72 feet; THENCE, along the east line of said State Highway 99, common with the west line of the said called 254.14 acre tract of land and along said non - tangent curve to the right having a radius of 3619.72 feet, a central angle of 21036'44", an arc length of 1365.37 feet, and a long chord bearing North 18 017'20" East, 1357.29 feet to a found 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") at the north comer of a called 0.1159 acre tract of land (Tract 6A) in Donation Deed recorded in Volume 1276, Page 22 of the Chambers County Official Public Records; THENCE, South 19 012'19" East, along the east line of the said called 0.1159 acre tract of land, 135.08 feet to a found 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") in the north line of Kilgore Parkway (120 feet wide right -of -way) described in Donation Deed to Chambers County recorded in Volume (09) 1148, Page 479 of the Chambers County Official Public Records, said right -of -way line being a curve to the left, the radius point of which bears North 21 °39'05" East, 1760.00 feet; THENCE, along said non- tangent curve to the left having a radius of 1760.00 feet, a central angle of 26 010'27 ", an arc length of 804.01 feet, and a long chord bearing South 81026,08" East, 797.04 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") at the beginning of a non - tangent curve to the right and being the POINT OF BEGINNING of the herein described 10.00 acre tract; THENCE, along said non - tangent curve to the right and along the east line of proposed Bay Ten Lane (80 -feet wide) having a radius of 25.00 feet, a central angle of 92 008'49 ", an arc length of 40.21 feet, a long chord bearing North 48 026'57" West, 36.01 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying "); Page 1 of 2 RTROJECTS105479 Bay Ten Business Park1019 -00 10 Acre Boundary Survey - Bay Ten Business Park\Survey\Legal Desclredo 10 acres.docx Bay Ten Business Park Jacob Townsend Survey 10.00 Acres Abstract No. 25 THENCE, North 02 022'33" West, continuing along the east line of proposed Bay Ten Lane, 195.12 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") at the beginning of a curve to the right; THENCE, continuing along the east line of proposed Bay Ten Lane and along the arc of said curve to the right having a radius of 560.00 feet, with a central angle of 32 010'26 ", an arc length of 314.46 feet, and a long chord bearing North 13 °42'40" East, 310.35 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying "); THENCE, North 29 °47'53" East, continuing along the east line of proposed Bay Ten Lane, 174.42 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") at the beginning of a non - tangent curve to the left; THENCE, along the arc of said non - tangent curve to the left having a radius of 60.00 feet, a central angle of 20 °54'59 ", an arc length of 21.90 feet, and a long chord bearing North 67 031'46" East, 21.78 feet a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") for corner; THENCE, North 89 °18'07" East, 566.72 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") for corner; THENCE, South 04 °42'40" East, 453.48 feet to a set 3/4 -inch iron rod (with cap stamped "Cotton Surveying ") for corner in the north line of the aforementioned Kilgore Parkway, in the arc of a non - tangent curve to the right; THENCE, along the north line of said Kilgore Parkway and along the arc of said non - tangent curve to the right having a radius of 1760.00 feet, a central angle of 25 °46'47 ", an arc length of 791.89 feet, a long chord bearing South 72 "3615" West, 785.23 feet to the POINT OF BEGINNING, CONTAINING 10.00 acres of land in Chambers County, Texas as shown on Drawing No. 7533 in the office of Cotton Surveying in Houston, Texas. Cotton Surveying Company 6335 Gulfton, Suite 100 Houston, TX 77081 -1169 V F (713 - 75 ,`P��G1S7''tiF or VEN DARES WIF V z NZ -� cting /Through to en A. Jares %W Regis red Profes to I Land Surveyor No. 317 ares @jonescarter.com Page 2 of 2 P:IPROJECTS105479 Bay Ten Business Park1019 -00 10 Acre Boundary Survey - Bay Ten Business Park%Survey\Legal Desclredo 10 acres.docx PAYMENT IN LIEU OF TAXES STATE OF TEXAS § § COUNTY OF CHAMBERS § ThisPaymentinLieu of TaxesAgreement("Agreement")ismadeandenteredintobetweentheCity of Baytown,Texas,amunicipal corporation in Harris andChambersCounties,Texas,hereinafter also referredtoas"Baytown"or "City,"andS.A.F.E.Chemicals,LLC,aTexas Limited Liability Company (the "Property Owner").Inconsideration of the promises and of themutualcovenantsandagreementsherein contained,itisagreed by and between theCityandPropertyOwner asfollows: WHEREAS,the Property Ownerownsthat property located within Chambers CountyImprovement District No.3andwithintheCity of Baytown Tor limited purposes;and WHEREAS,the Property Owner purchased such property subjecttothe Declaration of Covenants, Conditionsand Restrictions forBay 10 Business Park,hereinafterreferredtoasthe"Declarations";and WHEREAS,the Declarations require that the Property Owners witha proposed future development value equal toor greater than $1,000,000,aswillbe determined bythe Chambers County Appraisal District, toenterintoan agreement withtheCity for payments in lieu of ad valorem taxes;and WHEREAS,the Declarations provide thatsuch an agreement isaconditiontoany construction of improvements onthe property;and NOW THEREFORE,theCityandthe Property Owner,in consideration of the mutual covenants, agreements and benefits herein contained,do mutually agree as follows: Parties The parties totheAgreementand their addresses are: City of Baytown Attn:City Manager P.O.Box 424 Baytown,TX 77522 FaxNo.(281)420-6586 S.A.F.E.Chemicals LLC Attn:Manager 54 Orchid Grove Place The Woodlands,TX 77385 FaxNo.(419)821-5261 II. Property ThisAgreementincludes provisions concerning certain real estateand tangible personal property ownedorleasedbythePropertyOwnerand located withintheboundaries of ChambersCounty Improvement District No.3asmore particularly described in Exhibit "A,"whichis attached hereto and incorporated herein for all intents and purposes,hereinafter sometimes referred toasthe "Property"orthe "affected area". HI. Term Theterm of this Agreement isseventaxyears,from 2012 through 2018,unlessitissooner terminated undertheprovisionshereof.This Agreement shall beeffectiveandbindingonthe parties hereto uponexecutionhereofonbehalf of the parties tothis Agreement andshall remain ineffectforseventax years.ThisAgreementsupersedesany prior existing agreements betweenthe Property OwnerandtheCity relatingtothesubjectmatter hereof andgoverningthe Property;tothe extent anysuchpriorexisting agreementrequiredpaymentonorafter January 1,2012,suchpaymentobligationsareherebycanceledand aresupersededbytheprovisionscontainedherein. IV. Payment in Lieu ofTaxes (PILOT) As part of the consideration for theCity's undertakings asset forth above,the Property Owner agrees to pay totheCityonor before December 31st of each year during the term hereof asum of money equal to the Base YearPILOTPaymentplustheAddedValuePILOT Payment.Thesum of theBaseValuePILOT Payment plustheAddedValue PILOT Payment shall be referred toasthePILOTPayment Base Value PILOT Payment TheBaseValuePILOTPaymentshallbe calculated as follows: (1)the sales price of the Property paid bythe Property Owner,which Property Owner has verifiedunderoathtobe $482.927.90 ($482.927.90 ),hereinafter referred to asthe "Base Year Value,"multipliedby (2)the property tax rate per $100.00 of assessed valuation adopted bytheCity Council for the City,multipliedby (3)the applicable Yearly Payment Rate,which isthesum of thePILOT Payment Rateplusthe Public Community Improvement Rate and shall be determined usingthe following chart: TAX YEAR PILOT PAYMENT RATE PUBLIC COMMUNITY IMPROVEMENT RATE YEARLY PAYMENT RATE 2012 .61 .01 .62 2013 .62 .01 .63 2014 .62 .01 .63 2015 .63 .01 .64 2016 .63 .01 .64 2017 .63 .01 .64 2018 .64 .01 .65 B. Added Value PILOT Payment TheAddedValue PILOT Paymentshallbe calculated asfollows: (1)the fair marketvalueas determined bytheCity,of all of the Property Owner's land andall othertangible property,real,personal ormixed,withintheaffected area on January 1 of eachyearin which aPILOTPaymentisduehereunder minus theBase Year Value,the difference of whichishereinafterreferredtoasthe "Added Value,"multiplied by (2)the property taxrateper $100.00 of assessed valuation adoptedbytheCityCouncil for the Cityforeachyear oftheterm of this Agreement,multipliedby (3)the applicable total added value PILOT payment rate detailedbelow,which shall be determinedusingthefollowing chart: TAX YEAR ADDED VALUE PILOT PAYMENT RATE PUBLIC COMMUNITY IMPROVEMENT RATE TOTAL ADDED VALUE PILOT PAYMENT RATE 2012 0 .01 .01 2013 0 .01 .01 2014 0 .01 .01 2015 0 .01 .01 2016 .21 .01 .22 2017 .42 .01 .43 2018 .64 .01 .65 Ifthe formula used in calculating the Added Value PILOT Payment produces a negative number, thenthe Added Value PILOT Paymentshallbe$0.00. Lien and Damages To secure thepayment of any PILOT andany other sumsdue hereunder (including,without limitation,interest,late fees or delinquency charges),a lien byvirtue of the Declarations and/or this Agreement is hereby reserved and created in favor of theCity against the affected area.This lien is subject onlyto and inferior toanyandall first lien purchase money deeds of trustandliensin favor of third party financial institutions or representing bona fide seller financing.The lien for the payment of the PILOT Payment shall be binding witha power of sale to enforce such Hen by non-judicial foreclosure pursuant to the provisions of Section 51.002 of theTexas Property Code(the"Code"),orany successor statute governing enforcement of consensual liens on real estate.Alternatively,theCitymay institute asuitor proceeding atlaworinequityortakeany lawful action toenforcecollection of anydefaultedPILOT Payment,including,butnotlimitedto,an action to foreclose such lien.Any foreclosure maybe brought by theCityinthesamemannerasanactionto foreclose the lien ofa mortgage of deed of truston real property. Additionally,the obligations contained in Article IV shall be enforceable bytheCity pursuant to all applicable laws andbyall applicable means,including butnotlimitedto,byan action for damages oran action for an injunction,orboth.ShouldtheCity prevail inasuittoenforcethetermsand provisions of this Article IV,theCityshallalsobeentitledto recover a reasonable sumas attorney's fees.Itis further agreed that if asuit for injunctivereliefis brought for enforcement of ArticleIV,the Property Ownershallhaveno righttoand shall beconclusivelydeemedtohave covenanted and agreed notto (and tohavewaivedany rightto),urgeorassertasa defense thatanadequateremedyatlaw exists. VI. Valuations A. Procedure For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder,there are hereby adopted and made a part hereof all provisions of the Constitution and statutes ofthe State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including,in particular,the Texas Property Tax Code),except,however,that (i)to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City,the provisions of this Agreement will control where in conflict with the provisions of such laws and (H)the income method of appraisal as described in Section 23.012 ofthe Texas Property Tax Code shall not be limited toonly properties for which a rental market exists.Specifically,nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists,instead ifsuch method is used,thechief appraiser shall: 1.use income and expense data pertaining to the property,if possible and applicable; 2.make any projections of future income and expenses only from clear and appropriate evidence; 3.use data from generally accepted sources in determining an appropriate capitalization rate; 4.determine a capitalization rate for income-producing property that includes a reasonable return on investment,taking into account the risk associated withthe investment. B. Valuation of Property Outside the Corporate Limits The parties hereto recognize that said Chambers County Appraisal District is not required to appraise the land,improvements,and tangible property,real or mixed,in the affected area,which is not within the corporate limits of the City,for the purpose of computing the payments hereunder.Therefore,the parties agree that to determine the fair market value of all ofthe Property Owner's land,improvements,and tangible property located outside the corporate limits of the City in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment in the manner described above,theCity may choose to use the appraised value for the Base Year,as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination),or by appraisal conducted by the City and/or by an independent appraiser of the City's selection,and at the City's expense.Nothing contained herein shall ever be construed as in derogation of the authority of the Chambers County Appraisal District to establish the appraised value of land,improvements,and tangible personal property in the annexed portion for ad valorem tax purposes. c. Binding Effect Determination of fairmarketvaluesinthe above-stated manneroutsidethecorporatelimitsshallbe made bythe City,which shall be final and binding unless the Property Owner within thirty (30)days after receipt of the valuation by Chambers County or the City,as applicable,petitions for a Declaratory Judgment totheCivil District Court of Harris County,Texas,as provided for by Section XIVhereof.In determining the fair market value of properly and improvements as used herein,theCity shall base its determination on the fair marketvalueasdefinedinSectionVI herein,givingdue consideration tocomparable present day facilities considering and giving effect to sound engineering valuation practices relative to service life,life expectancy,process and functional obsolescence. D. Statements The City shall mail one statement to the Property Owner on or about December I of each year showing the total amount due on December 31 of such year pursuant to this Agreement.Such statement shall be mailed tothe address notedin Article I of this Agreement.Any amounts dueon December 31 that are not paid when due shall become delinquent on January 1of the following year.Provided,however,if the tax statement is mailed after December 10,the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties,interest,attorneys'fees and costs of collection as recoverable bytheCityinthecase of delinquent ad valorem taxes. E. Valuation Contests Ifany differences concerning the appraised values shall not have been finally determined by the due date of the Property Owner's payment hereunder and the Property Owner desires to pursue any additional available remedies,the Property Owner shall,without prejudice to such remedies,pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10),such amount as is provided in the Texas Property Tax Code,as amended throughout the term of this Agreement,for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation.Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Chambers County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner;if not paid timely,the refund amount shall bear interest at eight percent per annum beginning 60 days after the City received both the Property Owner's written refund request and the Chambers County Appraisal District's formal notification that the appraised value of the property has been reduced. VII. CompliancewithLaw The City and the Property Owner mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions,water effluents and noise, vibration and toxic levels of those industries located in Chambers County Improvement District No.3.and that development within the District may have an impact on the drainage of surrounding areas.To this end. the Property Owner and the City agree that the same standards and criteria relative to noise,vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of theCity's extraterritorial jurisdiction shall also be applicable totheaffected area.The Property Owner agreesthatany industrial orotheractivity carried onwithintheaffectedareawillbeconstructedinstrict compliancewithallapplicablevalidstateand federal airandwaterpollutioncontrol standards.If the PropertyOwner'spropertywithintheaffected area issubjecttotheOccupational Safety and Health Act.29 U.S.C.65,etseq.,asamended,thenthe Property Ownershallundertaketoensurethatitsfacilitiesand improvementsinthe affected area complywiththe applicable fire safetystandards of suchactandthe resolutions from timetotime promulgated hereunder (the "OSHA Standards").The Property Owner agrees thatany structure builtwithintheaffected area shall bebuiltin accordance withthebuildingcode adopted by the City in effect atthe time ofconstruction. The City andtheProperty Owner recognizethat activities in within Chambers County Improvement DistrictNo.3aresubjecttoregulationbyothergovernmentalentities,includingthestateand federal governmentsandtheirvariousdepartmentsand agencies.TheCityandthePropertyOwneralsorecognize thattheCitymayhaveaninterestin activities in Chambers CountyImprovement District Mo.3thatare regulated byother governmental entities.Nothing inthis Agreement is intended tolimittheCity's right and authoritytocommunicateitsinterestin,oroppositionto,thoseactivitiestothe applicable regulatory agencies orto participate,totheextent allowed by law,inany related administrative or judicial proceeding. VIU. Inspections TheChief Appraiser of the Chambers County Appraisal District and theCityorits independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided intheTexas Property Tax Code as amended. IX. Public Community Improvement The Property Owner may apply totheCity for reimbursement for a Public Community Improvement Project designed to further the public community improvement goals of the Cityof Baytown.Such project, the duration of the project,and the location thereof must be approved in writing bythe City Manager ofthe City based upon the public community improvement goals of the City ineffectatthetimeof the application. The Public CommunityImprovement Project mustbecompleted prior totheexpiration of theAgreement year during which itis approved tobe eligible for reimbursement,except ifitis approved asa multi-year project The Public Community Improvement Project may be for multiple years;however,in order tobe eligible for reimbursement in accordance with this article,it must be completed prior tothe expiration or termination of this Agreement.Further,the project maybe constructed onthe Property Owner's property: provided that the project is visible from and enhances a public way or other public property.Any reimbursement underthisarticleshallbesubjecttotheCity Manager's determinationthatthecompleted Public Community Improvement Project meets or exceeds those improvement efforts proposed and approved prior tothe start of the project.Reimbursement maynot exceed the amount the Property Owner will pay to theCity based solely upon the Public Community Improvement Rate established in Article IVhereofduring theterm of thisAgreement.Itisexpressly understood andagreedthatinanyyearduringtheterm of this Agreement,the Property Owner shall not submit a request for reimbursement whichexceedsthe amount the Property Ownerhas paid totheCity based solely upon the Public Community Improvement Rate established inArticleIVhereof.IfthePropertyOwner fails toreceivetheCityManager'sapproval of aPublic CommunityImprovementProjectpriortothe expiration ofanAgreementyear,thePropertyOwnerwillhave no claim tothe monies paid totheCity based upon the Public Community Improvement Rate and theCity shallusesuchfundsforaproject consistent withthe City's public community improvement goals. X. Default Intheevent of defaultbythe Property Ownerinthe performance of any of theterms of this Agreement,including the obligation to make the payments above provided for,theCity shall havethe option, ifsuch default isnotfully corrected withinsixty (60)days from the giving of written notice of such default to the Property Owner toeither(i)declare this Agreement terminated or (ii)continue the term of this Agreement and collect the payments required hereunder.Notwithstanding anytothe contrary contained herein,should theCity determine the Property Owner isin default according totheterms and conditions of Section VII hereof,theCity shall notifythe Property Owner in writing byU.S.Mail,certified return receipt requested,atthe address stated inthis Agreement,and if such default isnotcured within sixty (60)days from the date of suchnotice(the"Cure Period")thensuch failure tocure shall constitutea material breach of this Agreement;provided that,in the case ofa default under Section VII for causes beyond the Property Owner's control that cannot withdue diligence be cured within such sixty (60)day period orintheevent that the failure to cure results from ongoing negotiations with federal or state officials,administrative proceedings or litigation regarding the necessary cure steps,then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. XL Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth in Article I this Agreement.Any such notice in writing may be given in any other manner.If given by registered or certified mail,the notice shall be effective when mailed. With the exception of annual bills for payments due herein,notice given in any other manner shall be effectivewhen received bythe Property Owner or the City,asthe case maybe. XII. No Further Expansion ofTaxing Jurisdiction Nothing herein contained shall be construed to change orenlarge thejurisdiction,power orauthority of the City over or with respect to the affected area as prescribed by applicable law,except as specifically provided in this Agreement.The Property Owner shall not be obligated by virtue of this Agreement to make any ad valorem tax payments totheCity during the term of this Agreement. X1I1. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and isa member of Channel Industries Mutual Aid organization ("CIMA")or similar organization,the Property Owner shall reimburse theCity for costs incurred bythe City in providing fire protection services tothe Property Owner as shall be provided inthe charter,bylaws and agreements pursuant to which CIMA or such similar organization is organized and operates.If the Property Owner requests and receives mutual aid firefighting assistance andisnotamember of CIMAorasimilar organization,thenthe Property Ownershallbe required toreimbursetheCityforcostsactuallyexpendedbytheCityinprovidinganyfirefightingassistanceto die PropertyOwner,includingchemicaland personnel costs. XIV. Declaratory JudgmentAction Ifany disagreement arises betweenthe parties concerning the interpretation of this Agreement,itis agreed that either of the said parties may petition any Civil District Court of Harris County,Texas,for a Declaratory Judgment determining said controversy and the cause shall be tried asother civil causes.Ifthe controversy affectsaPILOT Payment,the Property Owner shall,pending final determination of said controversy,pay totheCityonthedue date the same amount which was paid totheCity for the last preceding period as to which there was no controversy concerning the amount owed by the Property Owner tothe City.The Property Owner agrees to tender any additional amount of potential liability to the registry of theCivil District Court,Harris County,Texas,pending final determination of the controversy beyondany further appeal. XV. Assignment This Agreement shall not bestow any rights upon any third party,but rather,shall bind and benefit the Property Owner and the City only.If the Property Owner conveys all or any part of the property then covered hereby,the Property Owner shall notify the City within 30 days of the conveyance and shall thereafter cease tobe obligated with respect to the property so conveyed and the Base Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed,only if the grantee thereof enters into a Payment in Lieu of Tax Agreement with the City with respect to such property so conveyed.No right or obligation under this Agreement may be sold,assigned or transferred. XVI. Authority The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner ofa possessory estate (including a leasehold estate)in the land comprising the affected area,which will not terminate before the expiration date of this Agreement. Additionally,the officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. XVII. No Municipal Services It is agreed that during the term of this Agreement,the City is under no obligation to provide any governmental,proprietary or other municipal services to the affected area.Specifically,but without limitation,itis agreed that theCity shall notbe required to furnish (1)sewer or water service,(2)police protection,(3)fire protection (4)road or street repairs,and (5)garbage pickup service. XVIII. Severability If any provision of this Agreement,or any covenant,obligation or agreement contained herein, including,without limitation,that term hereof,is determined bya court tobe invalidated or unenforceable, such provision,covenant,obligation or agreement shall be reformed so as tocomplywith applicable law.If itisnot possible toso reform such provision,covenant,obligation or agreement,such determination shall not affectanyother provision,covenant,obligation or agreement,each of whichshallbe construed andenforced asifthe invalid or unenforceable portion were not contained herein.Provided,further that such invalidity or unenforceability shallnotaffectanyvalid and enforceable provision thereof,andeachsuch provision, covenant,obligation oragreementshallbedeemedtobeeffective,operative,made,enteredintoortakenin the manner andtothefullextent permitted by law.Notwithstanding theabove,if the application of this SectionXVIII requires reformation or revision of anytermthatremovesor materially diminishes the obligation of the Property Ownertomakethe payments totheCity described herein(exceptintheevent of a reformationthatshortenstheterm of thisAgreement),theCityshallhavetheoptionto declare this Agreement terminated. XDC. CompleteAgreement the full This Agreement contains all the agreements ofthe parties relating tothe subject matter hereof and is and final expression of the agreement between the parties. XX. Non-waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy,strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XXI. 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. XXII. Headings The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effectin construing this Agreement or any provision hereof,or in connection with the duties,obligations or liabilities of the respective parties hereto or in ascertaining intent,if any question of intent should arise. XXIII. Choice of Law:Venue This Agreement shall inall respects be interpreted and construed in accordance with and governed by the laws ofthe State of Texas and the City,regardless of the place ofits execution or performance.The place of making andthe place of performance for all purposes shall be Baytown,Harris County,Texas. XXIV. Agreement Read Thepartiesacknowledgethattheyhaveread,understandandintendtobeboundbythetermsand conditions of thisAgreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 10 IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on be of the ProOwner this 07 day of December , 2012, and on behalf of the City this ly r7:1Ty of S.A.F.E. CHEM[CALS, LLC Manager Title ATTEST: Secretary CITY OF : • YTOWN PHE �IONCARLOS, Mayi APPROVED AS TO FORM: ACIO RAMIREZ, SRr, City t mey LOUISE RICHMAN, Finance Director lkobl'sari.cgallKarenTiles1Contracts\StarAsia PILOTIPILOT Agreement .doc Exhibit "A' Bay Ten Business Park Jacob Townsend Survey 10.00 Acres Abstract No.25 STATE OF TEXAS § COUNTY OF CHAMBERS § A METES &BOUNDS description ofa certain 10.00 acre tract of land situated in the Jacob Townsend Survey,Abstract No.25in Chambers County,Texas;beingaportionofacalled 254.14 acre tract of land conveyed to Grand Parkway/Kilgore Parkway,LPby Special Warranty Deed recorded inVolume(08)1067,Page 264of the Chambers County Deed Records;said 10.00 acre tract beingmoreparticularly described as followswithall bearings being based on the Texas Coordinate System,South Central Zone,NAD 83; COMMENCING atafound3/4-inchrod(with cap stamped "Cotton Surveying")in the south line ofsaidcalled 254.14 acre tract,alsobeinginthesouthlineofsaid Jacob Townsend Survey, andinthe east right-of-way lineof State Highway 99 (right-of-way at this pointis400-feetwide), acalled40.801 acre tract(Parcel 18)described in Cause No.22241 Judgment by334thDistrict CourtofChambersCountyrecordedin Volume (09)1145,Page499ofthe Chambers County Official Public Records,fromsaidironrodafound5/8-inchironrod (with cap stamped "5206") bears South 06°10'27"West,0.84feet,said3/4-inchironrodbeingin the arcofa non-tangent curvetothe right,the radius point of which bears North 82°31'01"East,3619.72 feet; THENCE,along theeast line ofsaidState Highway 99,common with thewest line ofthesaid called254.14acretractoflandandalongsaidnon-tangentcurvetotherighthavingaradiusof 3619.72feet,acentralangleof 2V3S'A4'\anarclengthof1365.37feet,andalongchord bearing North 18°17*20"East 1357.29 feet toa found 3/4-inch iron rod (with cap stamped "Cotton Surveying")atthe north corner ofa called 0.1159 acretractof land (Tract 6A)in DonationDeed recorded inVolume1276,Page 22ofthe Chambers County Official Public Records; THENCE,South 19°12'19"East,along theeast line ofthesaid called 0.1159 acretractof land, 135.08 feettoafound3/4-inchironrod (with cap stamped "Cotton Surveying")inthenorthline of Kilgore Parkway (120 feet wide right-of-way)described in Donation Deed to Chambers County recorded in Volume (09)1148,Page479ofthe Chambers County Official Public Records,said right-of-way line being a curve tothe left,the radius point of which bears North 21°39'05"East,1760.00 feet; THENCE,alongsaid non-tangent curve tothe left having a radius of1760.00feet,a central angle of 26°10,27"1 anarc length of 804.01 feet,and a long chord bearing South 81o26'08"East, 797.04 feettoa set 3/4-inchironrod (with cap stamped "CottonSurveying")atthebeginningof a non-tangent curve tothe right and being the POINT OF BEGINNING ofthe herein described 10.00 acre tract; THENCE,along said non-tangent curve tothe right and along theeast line ofproposed Bay Ten Lane(80-feet wide)having aradiusof25.00feet,acentralangleof 92°08,49",anarclengthof 40.21feet,alongchordbearing North 48026'57"West,36.01feettoa set 3/4-inchironrod (with cap stamped "CottonSurveying"); Page 1of2 P:\PROJECTS\05479 BayTenBusiness Park\019-00 10Acre Boundary Survey-BayTenBusiness Park\Survey\Legal DescVredo 10 acres.docx Bay Ten Business Park 10.00 Acres Jacob Townsend Survey Abstract No.25 THENCE,North 02°22'33"West,continuing along the east lineof proposed Bay Ten Lane, 195.12 feet toa set 3/4-inch ironrod(with cap stamped "Cotton Surveying")at the beginning of a curve to the right; THENCE,continuing along the east lineof proposed Bay Ten Lane and along the arc of said curve to the righthavinga radius of 560.00 feet,witha central angle of32°10'26",an arclength of 314.46 feet,and along chord bearing North 13°42'40"East,310.35 feet toa set 3/4-inchiron rod (with cap stamped "Cotton Surveying"); THENCE,North 29047'53H East,continuingalongthe east lineof proposed BayTenLane, 174.42 feet toa set 3/4-inch ironrod(with cap stamped "Cotton Surveying")at the beginning of a non-tangent curve to the left; THENCE,along the arc of said non-tangent curveto the lefthavinga radius of 60.00 feet,a central angleof 20°54,59",anarclengthof21.90feet,andalongchordbearingNorth 67°3r46M East,21.78 feet a set 3/4-inch ironrod(with cap stamped "Cotton Surveying")for corner; THENCE,North 89°18'07"East,566.72 feet toa set 3/4-inch ironrod(with cap stamped "Cotton Surveying")for corner; THENCE,South 04°42'40M East,453.48 feet toa set 3/4-inch ironrod(with cap stamped "CottonSurveying")for corner inthenorthlineofthe aforementioned Kilgore Parkway,inthearc of a non-tangent curve to the right; THENCE,alongthenorthlineof said Kilgore Parkwayandalong the arc of said non-tangent curve to the righthavingaradiusof 1760.00 feet,acentral angle of 25046'47"t an arc lengthof 791.89 feet,alongchordbearingSouth 72°35'15"West,785.23feettothe POINTOF BEGINNING,CONTAINING 10.00 acres of land in Chambers County,Texas as shown on DrawingNo.7533 in the officeofCottonSurveyinginHouston,Texas. Cotton Surveying Company 6335Gulfton,Suite 100 Houston,TX 77081-1169 (713)j9ffT3&75 ArtY\ '/Through red Profes 7 es@jonescarter.com Page 2of2 P:\PROJECTS\05479 Bay Ten Business Park\019-0010 Acre Boundary Survey -Bay Ten Business ParkVSurveyVLegal Desdredo 10 acres.docx