Ordinance No. 14,735 - development agreement, Bayten, Ltd ORDINANCE NO. 14,735
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A DEVELOPMENT AGREEMENT WITH BAYTEN, LTD, AND
SOWELL LAND PARTNERS - BAYTOWN, L.P., FOR THE CROSSINGS AT
BAYTOWN; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute a Development Agreement with Bayten, LTD, for The Crossings at
Baytown. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all
intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 27"'day of May, 2021.
ON CAPETILLO, Njayor
ANGELA CKSON, Interim City CW AI I '
APPROVED AS TO FORM: '"� y-'
KkAlM L. HORNER, City Attorney
RAKaren Homer\Documents\Files\City Council\Qrdinances120211May 271DevelopmentAgreeinent4TlieCrossingsPlD.doe
Exhibit "A"
THE CROSSINGS AT BAYTOWN
DEVELOPMENT AGREEMENT
BETWEEN
BAYTEN, LTD., A TEXAS LIMITED PARTNERSHIP
and
THE CITY OF BAYTOWN, TEXAS
Dated: May 27, 2021
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS 2
ARTICLE II
THE DEVELOPMENT 1
Section 2.01. Scope of Agreement. ............................................•.................................................I
Section 2.02. Project Overview—The Development................................................................. 1
ARTICLE III
PUBLIC IMPROVEMENT DISTRICT 1
Section3.01. Creation....................................................................................................................I
Section 3.02. Issuance of PID Bonds.............................................................................................2
Section 3.03. Apportionment and Levy of Assessments. ..............................................................3
Section 3.04. Developer Cash Contribution ..................................................................................4
Section 3.05. Transfer of Property.................................................................................................4
ARTICLE IV
DEVELOPMENT 4
Section 4.01. Full Compliance with City Standards......................................................................4
Section 4.02. Development Standards and Planned Unit Development........................................4
Section 4.03. Property Acquisition................................................................................................5
Section 4.04. Zoning Property .of Pro ................................................................................................5
Section4.05. Conflicts...................................................................................................................5
Section4.06. Replat. .....................................................................................................................5
ARTICLE V
DEVELOPMENT CHARGES 5
Section 5.01. Plat Review Fees......................................................................................................5
Section 5.02. Plan Review and Permit Fees. .................................................................................5
Section 5.03. Inspection Fees. .......................................................................................................6
Section5.04. Impact Fees..............................................................................................................6
ARTICLE VI
DEVELOPMENT SPECIFIC REQUIREMENTS 6
Section 6.01. Connector Road Connection....................................................................................6
Section 6.02. Monumentation........................................................................................................6
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(continued)
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Section 6.03. Compliance with ULDC..........................................................................................6
Section 6.04. Accessory Uses,. ......................................................................................................6
ARTICLE VII
CONSTRUCTION OF THE PUBLIC IMPROVEMENTS 6
Section 7.01. Designation of Construction Manager. Construction Engineers. ............................6
Section 7.02. Construction Agreements.........................................................................................7
Section 7.03. Project Scope Verification.......................................................................................9
Section 7.04. Joint Cooperation; Access for Planning and Development. ....................................9
Section 7.05. City Not Responsible...............................................................................................9
Section 7.06. Construction Standards and Inspection....................................................................9
Section 7.07. Public Improvements to be Owned by the City—Title Evidence............................9
Section 7.08. Public Improvement Constructed on City Land or the Property. ..........................10
Section 7.09. Additional Requirements.......................................................................................10
Section 7.10. Revisions to Scope and Cost of Public Improvements..........................................I I
Section 7.11. City Police Powers.................................................................................................12
Section 7.12. Title and Mechanic's Liens. ...................................................................................12
Section7.13. City Consents.........................................................................................................12
Section 7.14. Right of the City to Make Inspection.....................................................................13
Section 7.15. Competitive Bidding..............................................................................................13
ARTICLE VIII
PAYMENT OF PUBLIC IMPROVEMENTS 13
Section 8.01. Overall Requirements. ...........................................................................................13
Section 8.02. Remaining Funds after Completion of a Public Improvement..............................14
Section 8.03. Payment Process for Public Improvements...........................................................15
Section 8.04. Public Improvements Reimbursement from Assessment Fund In the Event
of a Non-Issuance of PID Bonds. ..........................................................................15
Section 8.05. Rights to Audit.......................................................................................................16
ARTICLE IX
REPRESENTATIONS AND WARRANTIES 17
Section 9.01. Representations and Warranties of City. ...............................................................17
Section 9.02. Representations and Warranties of Developer.......................................................17
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TABLE OF CONTENTS
(continued)
Page
ARTICLE X
MAINTENANCE OF LANDSCAPE IMPROVEMENTS 18
Section 10.01. Mandatory Home Owners' Association.................................................................18
Section 10.02 Mandatory Property Owners' Association.............................................................19
ARTICLE XI
TERMINATION EVENTS 20
Section 11.01. Developer Termination Events..............................................................................20
Section 11.02 City Termination Events........................................................................................20
Section 11.03. Termination Procedure. .........................................................................................20
Section 11.04. City Actions Upon Termination. ...........................................................................21
ARTICLE XII
TERM 21
ARTICLE XIII
DEFAULT AND REMEDIES 21
Section 13.01 Developer Default..................................................................................................21
Section 13.02. Notice and Cure Period..........................................................................................22
Section 13.03. City's Remedies......................................................................................................22
Section13.04. City Default............................................................................................................23
Section 13.05. Developer's Remedies............................................................................................23
Section 13.06. Limited Waiver of Immunity.................................................................................24
Section 13.07. Limitation on Damages..........................................................................................24
Section13.08. Waiver....................................................................................................................24
ARTICLE XIV
INSURANCE,INDEMNIFICATION AND RELEASE 24
Section14.01 Insurance................................................................................................................24
Section 14.02. Waiver of Subrogation Ri lg its. ..............................................................................26
Section 14.03. Additional Insured Status.......................................................................................26
Section 14.04. Certificates of Insurance. .......................................................................................26
Section14.05. Carriers...................................................................................................................26
Section 14.06. INDEMNIFICATION. ..........................................................................................27
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TABLE OF CONTENTS
(continued)
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ARTICLE XV
GENERAL PROVISIONS 28
Section15.01. Notices. ..................................................................................................................28
Section 15.02. Make-Whole Provision..........................................................................................28
Section15.03. Assignment. ..........................................................................................................29
Section 15.04. Table of Contents; Titles and HeadinQs.................................................................30
Section 15.05. Entire Agreement; Amendment.............................................................................3 I
Section15.06. Time.......................................................................................................................31
Section 15.07. Counterparts...........................................................................................................31
Section 15.08. Severability; Waiver. .............................................................................................31
Section 15.09.No Third-Party Beneficiaries.................................................................................31
Section 15.10.Notice of Assi n�. ...........................................................................................31
Section 15.11. No Joint Venture....................................................................................................32
Section 15.12 Estoppel Certificates. ............................................................................................32
Section 15.13. Independence of Action.........................................................................................32
Section 15.14. Limited Recourse...................................................................................................32
Section15.15. Exhibits..................................................................................................................33
Section 15.16. Survival of Covenants............................................................................................33
Section 15.17.No Acceleration.....................................................................................................33
Section 15.18. Conditions Precedent.............................................................................................33
Section 15.19.No Reduction of Assessments. ..............................................................................33
Section 15.20. Anti-Boycott Verification......................................................................................33
Section 15.21. Iran, Sudan and Foreign Terrorist Organizations
Section15.22 Governing Law. ....................................................................................................34
Section15.23. Conflict. .................................................................................................................34
Exhibit A—Property Description
Exhibit B—Planned Unit Development
Exhibit C—Public Improvements
Exhibit D—Reserved
Exhibit E—Landowner Consent
Exhibit F—Form of Payment Certificate
Exhibit G—Form of Disbursement Request
Exhibit H—Home or Property Disclosure Program
Exhibit I —Development Phases
Exhibit J—Development Standards
Exhibit K—Concept Plan
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CROSSINGS AT BAYTOWN
DEVELOPMENT AGREEMENT
This Crossings at Baytown Development Agreement(this "Agreement"),dated as of May
27, 2021 (the "Effective Date"), is entered into between Bayten, Ltd., a Texas limited partnership
(the "Developer"), and the City of Baytown, Texas (the "City"), a home-rule city and municipal
corporation, acting by and through its duly authorized representative.
Recitals:
WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean to
sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement
which are incorporated as part of this Agreement for all purposes; and (3) all references to
"ordinances" or"resolutions" shall mean ordinances or resolutions adopted by the City Council of
the City of Baytown (the "City Council"); and
WHEREAS the Developer currently owns or is the developer of all of the hereinafter
defined Public Improvements and intends to develop, in phases, approximately 142.17 acres of
real property depicted on Exhibit A attached hereto (the "Property")within the corporate limits of
the City as a mixed-use development, in accordance with the applicable City Regulations, the
Development Standards and the Concept Plan (the "Project"); and
WHEREAS, in order to incentivize the development of the Property and encourage and
support economic development within the City and to promote employment, the City desires to
facilitate the development of the Property through the financing of certain public infrastructure
(the "Public Improvements" as defined herein) and constructing additional public improvements
within the Property; and
WHEREAS, in order to finance the Public Improvements, the City Council intends to
create a public improvement district that is coterminous with the boundaries of the Property (the
"PID") in accordance with Chapter 372 Texas Local Government Code, as amended (the "PID
Act"); and
WHEREAS, the City recognizes that financing of the Public Improvements confers a
special benefit to the Property within the PID; and
WHEREAS,the City intends to(upon satisfaction of the conditions and in accordance with
the terms set forth in this Agreement), adopt the Assessment Ordinance (as defined herein) and
adopt the SAPs(as defined herein)which provide for the construction, and financing of the Public
Improvements pursuant to the Service and Assessment Plan ("SAP"), payable in whole or in part
by and from Assessments levied against property within the PID (whether through a cash
reimbursement or through an issuance of PID Bonds); and
WHEREAS, upon satisfaction of the conditions and in accordance with the terms set forth
in this Agreement, the City intends to levy Assessments on all benefitted property located within
the PID and issue PID Bonds (as defined herein) up to a maximum aggregate principal amount of
$[29,000,000] for payment or reimbursement of the Public Improvements included in the SAP;
and
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WHEREAS the payment and reimbursement for the Public Improvements shall be solely
from the installment payments of Assessments and/or proceeds of the PID Bonds and the City shall
never be responsible for the payment of the Public Improvements or the PID Bonds from its general
fund or its ad valorem tax collections, past or future or any other source of City revenue or any
assets of the City of whatsoever nature; and
WHEREAS, the City recognizes the positive impact that the construction and installation
of the Public Improvements for the PID will bring to the City and will promote state and local
economic development; to stimulate business and commercial activity in the City; for the
development and diversification of the economy of the State; development and expansion of
commerce in the State, and elimination of employment or underemployment in the State;
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions contained herein, and other good and valuable consideration, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Article have the meanings assigned to them
in the Recitals or this Article, and all such terms include the plural as well as the singular.
"Acceptance" means the process by which the City accepts a public improvement for
ownership and maintenance by the City, which includes the issuance by the City Engineer of a
letter of acceptance that is transmitted to the Planning and Zoning Commission for the grant of
final plat approval.
"Actual Costs" is defined in the Service and Assessment Plan.
"Affiliates" means any other person directly controlling, or directly controlled by or under
direct common control with the Developer. As used in this definition, the term "control,"
"controlling" or"controlled by" shall mean the possession, directly,of the power either to(a) vote
fifty percent (50%) or more of the securities or interests having ordinary voting power for the
election of directors(or other comparable controlling body)of the Developer,or(b)direct or cause
the direction of management or policies of the Developer,whether through the ownership of voting
securities or interests,by contract or otherwise,excluding in each case,any lender of the Developer
or any affiliate of such lender.
"Agreement" has the meaning stated in the first paragraph of this Agreement.
"Annual Installments" means with respect to each parcel subject to Assessments, each
annual payment of the Assessments, including any applicable interest, as set forth and calculated
in the SAP.
"Applicable Law" means any statute, law, treaty, rule, code, ordinance, regulation, permit,
interpretation, certificate or order of any Governmental Authority, or any judgment, decision,
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decree, injunction, writ, order or like action of any court or other Governmental Authority.
Applicable Laws shall include, but not be limited to, City Regulations.
"Appraisal" means an appraisal of the property to be assessed in the PID by a licensed MAI
Appraiser, such Appraisal to include as-complete improvements, including the Public
Improvements to be financed in part with PID Bonds (i.e., "as-complete") and the construction
and installation of the Private Improvements, necessary to get a Final Lot Value.
Assessed Property" means any lot of parcel within the PID against which an Assessment
is levied.
"Assessment Ordinance" means one or more of the City's ordinances approving a SAP and
levying Assessments on the benefitted Property within each phase of the PID.
"Assessments" means those certain assessments levied by the City pursuant to the PID Act
and on benefitted parcels within the PID for the purpose of paying the costs of the Public
Improvements, which Assessments shall be structured to be amortized over 30 years, including
interest, all as set forth in or modified by the Service and Assessment Plan.
"Assessment Revenues" means the revenues received by the City from the Assessments
levied within each Phase of the PID.
"Building Regulations" means those requirements for construction within the PID set forth
in Exhibit D.
"Business Day" means any day other than a Saturday, Sunday or legal holiday in the State
of Texas observed as such by the City, or any national holiday observed by the City.
"City" means the City of Baytown, Texas.
"City Regulations" mean provisions of the City's Code of Ordinances, ordinances not
codified, design standards, uniform and international building and construction codes, and other
policies duly adopted by the City, which shall be applied to the Development, including zoning,
the Building Regulations and the City's Planned Unit Development.
"City Representative"means the City Manager or designee which may include a third party
inspector or representative.
"Closing Disbursement Request" means the Closing Disbursement Request described in
Section 4.06, the form of which is attached as Exhibit G.
"Commencement of Construction" shall mean that(i)the plans have been prepared and all
approvals thereof required by applicable governmental authorities have been obtained for
construction of the applicable improvement,or portion thereof,as the case may be,on the Property;
(ii) all necessary permits for the initiation of construction of the improvement, or portion thereof,
as the case may be, on the Property pursuant to the respective plans therefore having been issued
by all applicable governmental authorities; and (iii) grading of the Property for the construction
of the applicable improvement, or portion thereof, as the case may be, has commenced.
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"Completion of Construction" shall mean that(i)the construction of the applicable Public
Improvement, or portion or segment thereof, as the case may be, benefitting the Property has been
substantially completed pursuant to the City's determination; and (ii) the City has with respect to
applicable Public Improvements accepted the respective Public Improvements.
"Concept Plan" means that concept plan for the Development set forth in Exhibit K, as
may be amended or changed upon approval of the City.
"Construction Agreements" mean the contracts for the construction of the Public
Improvements.
"Cost Overruns" means those Public Improvement Project Costs that exceed the budget
cost set forth in the SAP(s) plus the Developer Cash Contribution.
"Cost Underruns" means Public Improvement Project Costs that are less than the budgeted
cost set forth in the SAP(s).
"Developer" means collectively Bayten, Ltd. and its successors and permitted assigns.
"Developer Cash Contribution" means that portion of the Public Improvement Project
Costs that the Developer is contributing to initially fund the Public Improvements for each series
of PID Bonds, as set forth in the SAP.
"Development" means that mixed-use development consisting of approximately 142.17
acres to be developed and constructed on the Property pursuant to the City Regulations.
"Development Standards" means those development construction standards as set forth in
the Planned Unit Development, Sections 3.10 and 3.11 of the ULDC and Exhibit J pursuant to
which the Development must be constructed.
"Effective Date" means the date set forth in the first paragraph of this Agreement.
"End Buyer" means any developer, homebuilder, tenant, user, or owner of a Fully
Developed and Improved Lot.
"Estimated Build Out Value" means the estimated value of an assessed property with fully
constructed buildings, as provided by the Developer and confirmed by the City by considering
such factors as density, lot size, proximity to amenities, view premiums, location, market
conditions, historical sales, builder contracts, discussions with homebuilders, reports from third
party consultants, or any other factors that, in the judgment of the City, may impact value.
"Final Lot Value" means the developed lot values established by an Appraisal.
"Force Majeure" means any act that(i) materially and adversely affects the affected Party's
ability to perform the relevant obligations under this Agreement or delays such affected Party's
ability to do so, (ii) is beyond the reasonable control of the affected Party, (iii) is not due to the
affected Party's fault or negligence and (iv) could not be avoided, by the Party who suffers it, by
the exercise of commercially reasonable efforts. "Force Majeure" shall include: (a) natural
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phenomena, such as storms, floods, lightning and earthquakes; (b) pandemics (only to the extent
residential construction is halted or prohibited by order of a Governmental Authority), wars, civil
disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (c)
transportation disasters, whether by ocean, rail, land or air; (d) strikes or other labor disputes that
are not due to the breach of any labor agreement by the affected Party; (e) fires; and (f) actions or
omissions of a Governmental Authority (including the actions of the City in its capacity as a
Governmental Authority) that were not voluntarily induced or promoted by the affected Party, or
brought about by the breach of its obligations under this Agreement or any Applicable Law or
failure to comply with City Regulations; provided, however, that under no circumstances shall
Force Majeure include any of the following events: (g)economic hardship; (h) changes in market
condition; (i)any strike or labor dispute involving the employees of the Developer or any Affiliate
of the Developer,other than industry or nationwide strikes or labor disputes;0)weather conditions
which could reasonably be anticipated by experienced contractors operating the relevant location;
(k) the occurrence of any manpower, material or equipment shortages; or(1) any delay, default or
failure (financial or otherwise) of the general contractor or any subcontractor, vendor or supplier
of the Developer, or any construction contracts for the Project Improvement and Public
Improvements.
"Fully Developed and Improved Lot" means any lot in the Property,regardless of proposed
use,intended to be served by the Public Improvements and for which a final plat has been approved
by the City and recorded in the Real Property Records of Harris County, Texas.
"Governmental Authority" means any Federal, state or local governmental entity
(including any taxing authority) or agency, court, tribunal, regulatory commission or other body,
whether legislative,judicial or executive (or a combination or permutation thereof).
"Home or Property Buyer Disclosure Program" means the disclosure program, as set forth
in a document in the form of Exhibit H that establishes a mechanism to disclose to each End Buyer
the terms and conditions under which their lot is burdened by the PID.
"Impact Fees" means all utility impact fees relating to the Public Improvements in each
case assessed, imposed and collected by the City on the Property in accordance with the City
Regulations adopted by the City, as may be revised or amended from time to time.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes, sales taxes,
charges, excises, license and permit fees, and other charges by public or Governmental Authority,
which are or may be assessed, charged, levied, or imposed by any public or Governmental
Authority on Developer, or any property or any business owned by Developer within City.
"Indenture(s)" means the applicable trust indenture pursuant to which PID Bonds are
issued.
"Landowner Consent" means a consent by the applicable owner(s) of the Property
consenting to the formation of the PID and the levy of Assessments in the form attached hereto as
Exhibit E.
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"Lot Type" means the means a classification of final building lots with similar
characteristics (e.g. general retail, light industrial, multi-family, single family residential, etc.), as
determined set forth in the Service and Assessment Plan.
"Net Bond Proceeds" means the proceeds of the PID Bonds issued pursuant to
Sections 3.02,net of costs of issuance,capitalized interest,reserve funds and other financing costs,
that are deposited to the Project Fund for such bonds.
"Parties" or"Party" means the City and the Developer as parties to this Agreement.
"Payment Certificate" means a Payment Certificate as set forth in Section 9.03, the form
of which is attached as Exhibit F.
"Phase" means a phase of development of the Property. The Development will consist of
four(4) phases.
"Phase 1" means the first phase of development in the PID, consisting of certain master
infrastructure to be constructed to serve the Property, including, but not limited to 17.22 acre
amenity/detention pond,road extensions,utilities, fencing,sidewalks and landscaping,as depicted
on Exhibits C and I.
"Phase 1 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase A of the Property, such date
to be no later than December 31, 2021, which date may be extended by written agreement of the
Developer and the City.
"Phase 2" means the second phase of development in the PID, consisting of approximately
119 single family homes, 155 detached townhomes, 92 attached townhomes and 346 Multi-Family
Units, as depicted on Exhibit I.
"Phase 2 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase B of the Property, such date
to be no more than one (1) year after the Completion of Construction of the Public Improvements
in Phase 1.
"Phase 3" means the third phase of development in the PID, consisting of approximately
92 attached townhomes and 34,000 square feet of retail/restaurant space, as depicted on Exhibit I.
"Phase 3 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase 3 of the Property, such date
to be no more than one (1) year after the Completion of Construction of the Public Improvement
in Phase 2.
"Phase 4" means the fourth phase of development in the PID, consisting of approximately
200,000 square feet of retail distribution/retail space, as depicted on Exhibit 1.
"Phase 4 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase D of the Property, such date
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to be no more than one (1) year after the Completion of Construction of the Public Improvement
in Phase 3.
"PID" means The Crossings at Baytown Public Improvement District.
"PID Act" means Chapter 372, Texas Local Government Code, as amended.
"PID Bond Proceeds" means the proceeds of the PID Bonds, net of costs of issuance,
capitalized interest,reserve funds and other financing costs,that are deposited to the Project Fund.
"PID Bonds" means one or more series special assessment revenue bonds issued by the
City pursuant to the PID Act for the payment and/or reimbursement of the Public Improvement
Project Costs, including bonds issued to fund construction of the Public Improvements,and, if any,
issued to reimburse the Developer for a portion of the costs of the Public Improvements, not
previously funded with bond proceeds.
"PID" means the Crossings at Baytown Public Improvement District.
"Planned Unit Development" or "PID" means that certain zoning ordinance of the City set
forth in Exhibit B.
"Plans and Specifications" means the plans and specifications for Public Improvements
approved by the City.
"Private Improvements" means those horizontal improvements described in the Plans and
Specifications submitted to the City as part of the zoning process, other than the Public
Improvements, being constructed in each Phase to get to a Final Lot Value.
"Project Fund" means the fund by that name created under each Indenture into which PID
Bond Proceeds shall be deposited.
"Property" means approximately 142.17 acres of real property located within the City
described in Exhibit A.
"Public Improvement Completion Date" means a date that is no later than eighteen (18)
months after Commencement of Construction for the Public Improvements funded for such Phase
by each series of PID Bonds.
"Public Improvement Project Costs" means the estimated cost of the Public Improvements
to be constructed to benefit the land within the PID as set forth in Exhibit C, as may be amended
pursuant to this Agreement, such costs to be eligible "project costs," as defined in the PID Act.
"Public Improvements" means public improvements to be developed and constructed or
caused to be developed or constructed inside and outside the PID by the Developer to benefit the
PID and the Property, which will include improvements described in Exhibit C.
"Reimbursement Agreement(s)" means the agreement(s) between the City and the
Developer in which Developer agrees to fund the certain costs of Public Improvements and the
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City agrees to reimburse the Developer for a portion of such costs of the Public Improvements
from the proceeds of Assessments pursuant to the SAP(s) or from future PID Bond proceeds, if
any.
"Reimbursement Cap" means the total amount of reimbursement and/or payment to the
Developer for the Public Improvement Project Costs from any source, including the proceeds of
PID Bonds,or Assessment Revenues;such amount shall be no more than$26,000,000 in Net Bond
Proceeds.
"Service and Assessment Plan" or "SAP" means the service and assessment plans drafted
pursuant to the PID Act for the PID and any amendments or updates thereto,adopted and approved
by the City that identifies and allocates the Assessments on benefitted parcels within the PID and
sets forth the method of assessment, the parcels assessed, the amount of the Assessments, the
Public Improvements and the method of collection of the Assessment.
"Trustee" means the trustee under the Indenture.
"ULDC" means the City's Unified Land Development Code, as it now exists and as
amended.
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ARTICLE II
THE DEVELOPMENT
Section 2.01. Scope of Agreement. This Agreement establishes provisions for the
apportionment, levying, and collection of Assessments on the Property within the PID, the
construction of the Public Improvements,reimbursement,acquisition,ownership and maintenance
of the Public Improvements, and the issuance of PID Bonds for the financing of the Public
Improvements benefitting the property within the PID.
Section 2.02. Project Overview—The Development.
(a) The Developer will undertake or cause the undertaking of the design,development,
construction, maintenance, management, use and operation of the Development, and will
undertake the design, development and construction of the Public Improvements. The
Development will consist of the following elements:
(i) Approximately 119 single family homes;
(ii) Approximately 155 detached townhomes;
(iii) Approximately 184 attached townhomes;
(iv) Approximately 350 apartment units;
(v) Approximately 33 acres of commercial development; and
(vi) Amenities, parks, open space, trails that are identified in the PUD.
(b) Subject to the terms and conditions set forth in this Agreement, the Developer shall
plan, design, construct, and complete or cause the planning, designing, construction and
completion of the Public Improvements to the City's standards and specifications and subject to
the City's approval as provided herein and in accordance with City Regulations, the Concept Plan,
the Development Standards and Applicable Law.
(c) Upon completion and acceptance by the City, the City shall own and maintain all
of the Public Improvements.
ARTICLE III
PUBLIC IMPROVEMENT DISTRICT
Section 3.01. Creation.
The Developer has submitted a petition to the City to create a PID; such petition contains
a list of the Public Improvements to be funded or acquired with the PID Bond Proceeds and the
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estimated or actual costs of such Public Improvements. Such petition also allows for the City's
levy of Assessments for maintenance purposes and for administration of the PID. Having accepted
the petition, the City shall hold a public hearing to consider the creation of the PID in accordance
with the PID Act. Developer agrees that the City may require at any time a professional services
agreement, in form mutually acceptable, that obligates Developer to fund the costs of the City's
professionals relating to the preparation for and issuance of PID Bonds, which amount shall be
agreed to by the Parties and considered a cost payable from PID Bond Proceeds. The Developer
agrees to enter into such agreement upon request by the City.
Section 3.02. Issuance of PID Bonds.
(a) Subject to the terms and conditions set forth in this Article III, the City intends to
authorize the issuance of PID Bonds in one or more series (each to coincide with the Developer's
phased development of the Property) up to an aggregate principal amount of $29,000,000 to
construct, reimburse or acquire the Public Improvements benefitting the Property. The Public
Improvements to be constructed and funded in connection with the PID Bonds are detailed in
Exhibit C, which may be amended from time to time upon approval of the City Representative,
and in the Service and Assessment Plan for the PI D or any updates thereto. The net proceeds from
the sale of each series of PID Bonds (i.e., net of costs and expenses of issuance of each series of
PID Bonds and amounts for debt service reserves and capitalized interest) will be used to pay for,
reimburse or acquire the Public Improvements. Notwithstanding the foregoing, the issuance of
PID Bonds is a discretionary action by the City Council and is further conditioned upon the
adequacy of the bond security and the financial ability and obligation of the Developer to pay the
Developer Cash Contribution and perform its obligations hereunder.
(b) The Developer shall complete all Public Improvements within each phase in the
PID and such Public Improvements shall be completed by the applicable Public Improvement
Completion Date.
(c) The issuance of PID Bonds is subject to the discretion of the City Council and each
series of PID Bonds shall be issued with the terms deemed appropriate by the City Council at the
time of issuance, if at all.
(d) The following conditions must be satisfied prior to the City's consideration of the
sale of PID Bonds:
(i) The maximum aggregate par amount of the PID Bonds to be issued by the
City shall not exceed $29,000,000.
(ii) The maximum "tax rate" for the projected annual assessment for each Phase
shall be no greater than $0.85 per $100 of assessed value at the time of the levy of the
Assessment on each PID Phase based on the Estimated Build Out Value of each parcel;
such rate limit for each PID Phase as determined at the time of the levy of the Assessments
applies on an individual assessed parcel basis by Lot Type based on Estimated Build Out
Value, as will be set forth in more detail in the Service and Assessment Plan.
(iii) The total assessment value to lien ratio is at least 3:1 at the time of the levy
of assessments and the total assessment value to lien ratio of each series of PID Bonds for
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each PID Phase is at least 3:1 at the time of the issuance of PID Bonds for each PID Phase;
such values shall be confirmed by Appraisal from licensed MAI appraiser.
(iv) The Developer or their Affiliates shall own all property within a Phase of
the PID prior to the levy of Assessments for such Phase and shall have consented to the
levy of Assessments for such Phase, or shall obtain the approval and consent of such
owners to the creation of the PID and the levy of Assessments on their property in
accordance with Section 3.05 below.
(v) The Developer must provide evidence reasonably acceptable to the City of
an executed loan document and/or private equity in an amount sufficient to complete the
amenities set forth in 2.02 above and any Private Improvements necessary to achieve a
Fully Developed and Improved Lot in the Phase for which the PID Bonds are being issued.
(vi) no Event of Default by the Developer has occurred or no event has occurred
which but for notice, the lapse of time or both,would constitute an Event of Default by the
Developer pursuant to this Agreement;
(vii) a site plan including preliminary engineering is approved by City staff for
the Public Improvements for the Phase for which PID Bonds are being issued; and
(viii) all offsite easements (meaning offsite to the Property) not owned by the
Developer that are necessary to construct the Public Improvements in each Phase have been
acquired by the Developer and dedicated to the City, or dedicated by the City.
(ix) The PID Bonds being issued are not structured to provide for ascending debt
service unless specifically agreed to by the City and its financial advisor.
(x) The PID Bonds being issued must be structured in a manner acceptable to
the City and its financial advisor.
(xi) The City shall have agreed on the Public Improvements and the costs
thereof to be included in the Service and Assessment Plan.
(e) In no event shall the Developer be paid and/or reimbursed for all Public
Improvement Project Costs in an amount in excess of the Reimbursement Cap.
(f) In no event shall the City issue PID Bonds if the issuance of such PID Bonds is
prohibited by Applicable Law or an election is required by Applicable Law.
Section 3.03. Apportionment and Levy of Assessments.
(a) The City intends to levy Assessments on property located within the PID in
accordance herewith and with the Service and Assessment Plans (as such plans are amended
supplemented or updated from time to time) and the Assessment Ordinances on or before such
time as each series of PID Bonds are issued. The City's apportionment and levy of Assessments
shall be made in accordance with the PID Act.
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(b) Concurrently with the levy of the Assessments on each Phase, the Developer and
its Affiliates shall execute and deliver a Landowner Consent in the form attached as Exhibit E for
all land owned or controlled by Developer or its Affiliates, or otherwise evidence consent to the
creation of the and the levy of Assessments therein and shall record evidence and notice of the
Assessments in the real property records of Harris County. The City shall not levy Assessments
on property within the PID without an executed Landowner Consent from each landowner within
the PID whose property is being assessed.
Section 3.04. Developer Cash Contribution. At closing on any series of PID Bonds
intended to fund construction of Public Improvements that have not already been constructed by
the Developer, Developer shall deposit into a designated account with the Trustee under the
applicable Indenture a pro-rata amount of the Developer Cash Contribution. If the Public
Improvements relating to each series of PID Bonds have already been constructed and the PID
Bonds are intended to acquire the Public Improvements, then Developer shall not be required to
deposit the Developer Cash Contribution as provided in this paragraph for such series. The amount
of the Developer Cash Contribution for each series of PID Bonds shall be equal to the difference
between the costs of the Public Improvements and the Net Bond Proceeds available to fund such
costs of the Public Improvements related to such series of PID Bonds, as set forth in the SAP.
Section 3.05. Transfer of Property. No sale of property within a Phase of the PID shall
occur prior to the City's levy of Assessments in such Phase of the PID unless the Developer
provides the City with an executed consent to the creation of the PID and the levy of Assessments,
in a form acceptable to the City with respect to the purchased property. In addition, evidence of
any transfer of Property in the PID prior to the levy of Assessments on such property shall be
provided to the City prior to the levy of Assessments on such property. The City shall require
consent of each of the owners of Assessed Property in the PID to the levy of Assessments on each
property and to the creation of the PID prior to Assessments being levied on such owner's property.
The Developer understands and acknowledges that evidence of land transfer, the execution of the
Landowner Consent, appraisal district certificate and property record recording will be required
from each owner of Assessed Property in order to levy the Assessments and issue PID Bonds. The
Developer shall provide all necessary documentation to the City with respect to any land transfers
and any required consents.
ARTICLE IV
DEVELOPMENT
Section 4.01. Full Compliance with City Standards.
Development and use of the Property by Developer and its Affiliates, including, without
limitation, the construction, installation, maintenance, repair,and replacement of all buildings and
all other improvements and facilities of any kind whatsoever on and within the Property, shall be
in compliance with the then current applicable City Regulations, the Development Standards and
the Concept Plan.
Section 4.02. Development Standards and Planned Unit Development. As consideration
for the City's obligations under this Agreement and in consideration for the issuance of the PID
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Bonds, the Developer agrees that its development and use of the Property, including, without
limitation, the construction, installation, maintenance, repair and replacement of all buildings and
all other improvements and facilities of any kind whatsoever on and within the Property, shall be
in compliance with the City Regulations, the Development Standards, the Concept Plan and the
Planned Unit Development attached as Exhibit B. Any changes to the Planned Unit
Development attached hereto must be approved by the City. Upon approval by the City of an
updated Planned Unit Development, this Agreement shall be deemed amended to include such
approved updated Planned Unit Development.
Section 4.03. Property Acquisition. The Parties acknowledge that, if required, the
Developer is responsible for the acquisition of certain off-site property rights and interests to allow
the Public Improvements to be constructed to serve the Property. Developer shall use
commercially reasonable efforts to obtain all third-party rights-of-way, consents, or easements, if
any, needed to construct the off-site Public Improvements. The Developer shall provide evidence
of costs, maps, locations and size of infrastructure to the City and obtain the City's consent prior
to such acquisition of third-party rights-of-way, consents, or easements needed to construct the
off-site Public Improvements.
Section 4.04. Zoning of Property. The Developer consents and agrees to the zoning of
the Property pursuant to the planned development process and that such zoning shall be consistent
with the Planned Unit Development set forth in Exhibit B.
Section 4.05. Conflicts. In the event of any conflict between this Agreement and any City
Regulation, the City Regulations, the Development Standards, and the Concept Plan, the City
Regulations shall control.
Section 4.06. Replat. The Developer may submit a replat for all or any portion of the
Property. Any replat shall be in conformance with City Regulations, the Development Standards
and the Concept Plan and may require a prepayment of Assessments as set forth in the applicable
SAP.
ARTICLE V
DEVELOPMENT CHARGES
Section 5.01. Plat Review Fees. Development of the Property shall be subject to payment
to the City of the reasonable fees and charges applicable to the City's preliminary and final plat
review and approval process according to the fee schedule adopted by the City Council and in
effect at the time of platting.
Section 5.02. Plan Review and Permit Fees. Development of the Property shall be subject
to payment to the City of the reasonable fees and charges applicable to the City's review of Plans
and Specifications and issuance of permits (including building permits) for construction of the
Public Improvements according to the fee schedule adopted by the City Council at the time of plan
review and permit issuance.
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Section 5.03. Inspection Fees. Development of the Property shall be subject to the
payment to the City of inspection fees according to the fee schedule adopted by the City Council
at the time of inspection.
Section 5.04. Impact Fees. All Impact Fees associated with the Development shall be
paid pursuant to the City Regulations.
ARTICLE VI
DEVELOPMENT SPECIFIC REQUIREMENTS
Section 6.01. Connector Road Connection.
(a) The construction of the collector road connection from North Main to Crosby Cedar
Bayou Road(outside of the PUD boundaries)(the"Connection")must be designed and constructed
by the Developer within eighteen (18) months of the City approval of the resolution creating the
PID.
(b) The Developer must landscape the Connection and any signs must be in compliance
with the sign package as described in the PUD.
(c) Whether the roadway landscaping is owned by the City or not, the maintenance of
the landscaping of the Connection must be the responsibility of the POA or HOA.
Section 6.02. Monumentation. The Developer shall construct and/or install the
monumentation at all intersections within the Development that are identified in the exhibits to the
PUD and all monumentation must be maintained by the HOA or POA.
Section 6.03. Compliance with ULDC. The Developer shall comply with all provisions
of Sections 3.10, 3.I I and 3.12 of the ULDC for masonry and architectural standards.
Section 6.04. Accessory Uses. The Developer shall allow residential and residential
accessory uses as if the Property were in a SF2 zoning district.
ARTICLE VII
CONSTRUCTION OF THE PUBLIC IMPROVEMENTS
Section 7.01. Designation of Construction Manager, Construction Engineers.
(a) Prior to construction of any Public Improvement, Developer shall make, or cause
to be made, application for any necessary permits and approvals required by City and any
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applicable Governmental Authority to be issued for the construction of the Public Improvements
and shall obligate each general contractor, architect, and consultants who work on the Public
Improvements to obtain all applicable permits, licenses or approvals as required by Applicable
Law. The Developer shall require or cause the design, inspection and supervision of the
construction of the Public Improvements to be undertaken in accordance with City Regulations
and Applicable Law.
(b) The Developer shall design and construct or cause the design and construction of
the Public Improvements, together with and including the acquisition, at its sole costs, of any and
all easements or fee simple title to such land necessary to provide for and accommodate the Public
Improvements.
(c) Developer shall comply, or shall require its contractors to comply, with all local
and state laws and regulations regarding the design and construction of the Public Improvements
applicable to similar facilities constructed by City, including, but not limited to, the requirement
for payment, performance and two-year maintenance bonds for the Public Improvements.
(d) Upon Completion of Construction of any portion of the Public Improvements,
Developer shall provide City with a final cost summary of all Public Improvement Project Costs
incurred and paid associated with the construction of that portion of the Public Improvements and
provide proof that all amounts owing to contractors and subcontractors have been paid in full
evidenced by the "all bills paid" affidavits and lien releases executed by Developer and/or its
contractors with regard to that portion of the Public Improvements. Evidence of payment to the
applicable contractors and subcontractors shall be provided prior to the reimbursement of the costs
of any portion of the Public Improvements.
(e) Developer agrees to require the contractors and subcontractors which construct the
Public Improvements to provide payment, performance and two-year maintenance bonds in forms
satisfactory to the City Attorney. Any surety company through which a bond is written shall be a
surety company duly authorized to do business in the State of Texas, provided that the City
Attorney has the right to reasonably reject any surety company regardless of such company's
authorization to do business in Texas. Evidence of payment and performance bonds shall be
delivered to the City prior to Commencement of Construction of any such Public Improvements.
(f) Unless otherwise approved in writing by the City,all Public Improvements shall be
constructed and dedicated to the City in accordance with City Regulations and Applicable Law.
(g) The Developer shall dedicate or convey by final plat or separate instrument,without
cost to the City and in accordance with the Applicable Law, all property rights necessary for the
construction, operation, and maintenance of the road, water, drainage, gas and sewer Public
Improvements, at the completion of the Public Improvements and acceptance by the City.
Section 7.02. Construction Agreements. The Construction Agreements shall be let in the
name of the Developer. The Developer's engineers shall prepare and provide, or cause the
preparation and provision of all contract specifications and necessary related documents. The
Developer shall provide all construction documents for the Public Improvements and shall
acknowledge that the City has no obligations and liabilities thereunder. The Developer shall
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include a provision in the construction documents for the Public Improvements that the contractor
will indemnify the City and its officers and employees against any costs or liabilities thereunder,
which indemnity provision must be reviewed and approved by the City Attorney. The Developer
or its designee (Engineer) shall administer the contracts. The Public Improvement Project Costs,
which are estimated on Exhibit C, shall be paid by the Developer or caused to be paid by the
Developer, or from the proceeds of PID Bonds and/or the Developer Cash Contribution in
accordance with the Indentures, or reimbursed by the Assessments levied pursuant to the terms of
a Reimbursement Agreement.
(a) The following requirements apply to Construction Agreements for Public
Improvements:
(i) Plans and specifications shall comply with all Applicable Law and City
Regulations and all Plans and Specification shall be reviewed and approved by the City
prior to the issuance of permits. The City shall have thirty (30) Business Days from its
receipt of the first submittal of the Plans and Specifications to approve or deny the Plans
and Specifications or to provide comments to the submitter. If any approved Plans and
Specifications are amended or supplemented,the City shall have thirty (30) Business Days
from its receipt of such amended or supplemented Plans and Specifications to approve or
deny the Plans and Specification or provide comments back to the submitter. Any written
City approval or denial must be based on compliance with applicable City Regulations or
other regulatory agencies that have jurisdiction over the Development.
(ii) Each Construction Agreement shall provide that the contractor is an
independent contractor, independent of and not the agent of the City and that the contractor
is responsible for retaining, and shall retain, the services of necessary and appropriate
architects and engineers; and
(iii) Each Construction Agreement for improvements not yet under construction
shall provide that the Contractor shall indemnify the City, its officers and employees for
any costs or liabilities thereunder and for the negligent acts or omissions of the Contractor.
The wording of such indemnity must be reviewed and approved by the City Attorney.
(b) City's Role.
The City shall have no responsibility for the cost of planning, design, engineering
construction, furnishing/equipping the Public Improvements (before, during or after construction)
except to the extent of the reimbursement or funding of the Public Improvements Project Costs as
set forth in this Agreement. The Developer will not hold the City responsible for any costs of the
Public Improvements other than the reimbursements or fundings described in this Agreement.The
City shall have no liability for any claims that may arise out of design or construction of the Public
Improvements, and the Developer shall cause all of its contractors, architects, engineers, and
consultants to agree in writing that they will look solely to the Developer, not to the City, for
payment of all costs and valid claims associated with construction of the Public Improvements.
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Section 7.03. Project Scope Verification.
The Developer will from time to time, as reasonably requested by the City Representative,
verify to the City Representative that the Public Improvements are being constructed in accordance
with the Plans and Specifications approved by the City. To the extent the City has concerns about
such verification that cannot be answered by the Developer, to the City's reasonable satisfaction,
the Developer will cause the appropriate architect, engineer or general contractor to consult with
the Developer and the City regarding such concerns.
Section 7.04. Joint Cooperation; Access for Planning and Development.
Cooperation and Timely Response. During the planning, design, development and
construction of the Public Improvements, the parties agree to cooperate and coordinate with each
other, and to assign appropriate, qualified personnel to this Project. Tile City staff will make
reasonable efforts to accommodate urgent or emergency requests during construction. In order to
facilitate a timely review process, the Developer shall cause the architect, engineer and other
design professionals to attend City meetings if requested by the City.
Section 7.05. City Not Responsible.
By performing the functions described in this Article, the City shall not, and shall not be
deemed to, assume the obligations or responsibilities of the Developer, whose obligations under
this Agreement and under Applicable Law shall not be affected by the City's exercise of the
functions described in this Article. The City's review of any Plans and Specifications is solely for
the City's own purposes, and the City does not make any representation or warranty concerning
the appropriateness of any such Plans and Specifications for any purpose. The City's approval of
(or failure to disapprove)any such Plans and Specifications, including the site plan,submitted with
such Plans and Specifications and any revisions thereto, shall not render the City liable for same,
and the Developer assumes and shall be responsible for any and all claims arising out of or from
the use of such Plans and Specifications.
Section 7.06. Construction Standards and Inspection.
The Public Improvements will be installed within the public right-of-way or in easements
granted to the City. Such easements may be granted at the time of final platting in the final plat or
by separate instrument. The Public Improvements shall be constructed and inspected in
accordance with applicable state law, and City Regulations, and all other applicable development
requirements, including those imposed by any other governing body or entity with jurisdiction
over the Public Improvements,and this Agreement,provided,however,that if there is any conflict,
the regulations of the governing body or entity with jurisdiction over the Public Improvement
being constructed, the City Regulations shall control.
Section 7.07. Public Improvements to be Owned by the City—Title Evidence.
The Developer shall furnish to the City a preliminary title report for land with respect to
the Public Improvements, including any related rights-of-way, easements, and open spaces if any,
to be acquired and accepted by the City from the Developer and not previously dedicated or
otherwise conveyed to the City, for review and approval at least 30 calendar days prior to the
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transfer of title of a Public Improvement to the City. The City Representative shall approve the
preliminary title report unless it reveals a matter which, in the reasonable judgment of the City,
could materially affect the City's use and enjoyment of any part of the property or easement
covered by the preliminary title report. In the event the City Representative does not approve the
preliminary title report, the City shall not be obligated to accept title to the Public Improvement
until the Developer has cured such objections to title to the satisfaction of the City Representative.
Section 7.08. Public Improvement Constructed on City Land or the Property.
If the Public Improvement is on land owned by the City, the City hereby grants to the
Developer a temporary easement to enter upon such land for purposes related to construction (and
maintenance pending acquisition and acceptance) of the Public Improvement. If the Public
Improvement is on land owned by the Developer, the Developer shall dedicate easements by plat
or shall execute and deliver to the City such access and maintenance easements as the City may
reasonably require in recordable form, and the Developer hereby grants to the City a permanent
access and maintenance easement to enter upon such land for purposes related to inspection and
maintenance of the Public Improvement. The grant of the permanent easement shall not relieve
the Developer of any obligation to grant the City title to property and/or easements related to the
Public Improvement as required by this Agreement or as should in the City's reasonable judgment
be granted to provide for convenient access to and routine and emergency maintenance of such
Public Improvement. The provisions for inspection and acceptance of such Public Improvement
otherwise provided herein shall apply. The grant of any easements to the City must be in a form
acceptable to the City Attorney.
Section 7.09. Additional Requirements.
In connection with the design and construction of the Public Improvements, the Developer
shall take or cause the following entities or persons to take the'following actions and to undertake
the following responsibilities:
(a) The Developer shall provide to the City electronic copies of the Plans and
Specifications for the Public Improvements (including revisions)as such Plans and Specifications
are currently in existence and as completed after the date hereof and shall provide the City one
complete set of record drawings(in electronic format) for the Public Improvements, in accordance
with Applicable Law;
(b) In accordance with the requirements between the Developer and the City with
regard to the development and construction of the Public Improvements, the Developer or such
person selected by and contracting with the Developer shall provide the City with a copy of the
detailed construction schedule outlining the major items of work of each major construction
contractor, and any revisions to such schedule;
(c) The Developer shall provide construction documents, including the Plans and
Specifications to the City, signed and sealed by one or more registered professional architects or
engineers licensed in the State of Texas at the time the construction documents are submitted to
the City for approval;
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(d) The Developer shall provide the City with reasonable advance notice of any
regularly-scheduled construction meetings regarding the Public Improvements, and shall permit
the City to attend and observe such meetings as the City so chooses in order to monitor the Project,
and shall provide the City with copies of any construction schedules as are discussed and reviewed
at any such regularly-scheduled construction meeting;
(e) The Developer or any general contractor shall comply with, and shall require that
its agents and subcontractors comply with, all Applicable Laws regarding the use, removal,
storage, transportation, disposal and remediation of hazardous materials;
(f) The Developer or an},general contractor shall notify and obtain the City's approval
for all field changes that directly result in material changes to the portion of the Plans and
Specifications for the Public Improvements that describe the connection of such improvements
with City streets, storm sewers and utilities;
(g) Upon notice from the City,the Developer shall or shall cause any general contractor
to promptly repair, restore or correct, on a commercially reasonable basis, all damage caused by
the general contractor or its subcontractors to property or facilities of the City during construction
of the Public Improvements and to reimburse the City for out-of-pocket costs actually incurred by
the City that are directly related to the City's necessary emergency repairs of such damage;
(h) Upon notice from the City, the Developer shall promptly cause the correction of
defective work and shall cause such work to be corrected in accordance with the construction
contracts for the Public Improvements and with City Regulations;
(i) If the Developer performs any soils, construction and materials testing during
construction of the Public Improvements, the Developer shall make available to the City copies of
the results of all such tests; and
0) If any of the foregoing entities or persons shall fail in a material respect to perform
any of its obligations described above (or elsewhere under this Agreement), the Developer shall
use its good faith efforts to enforce such obligations against such entities or persons, or the
Developer may cure any material failure of performance as provided herein; and
(k) The Developer shall provide any other information or documentation or services
required by City Regulations; and
(1) The Developer shall allow the City Representative to conduct reasonable pre-final
and final inspections of the Public Improvements. Upon acceptance by the City of the Public
Improvements, the City shall become responsible for the maintenance of the Public Improvements
and making any bond or warranty claim, if applicable.
Section 7.10. Revisions to Scope and Cost of Public Improvements.
(a) The Public Improvement Project Costs, as set forth in Exhibit C, may be modified
or amended from time to time upon the approval of the City Representative, provided that the total
cost of the Public Improvements shall not exceed such amounts as set forth in the applicable SAP
plus the Developer Cash Contribution. Should the Public Improvements be amended by the City
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Council in a SAP pursuant to the PID Act, the City Representative shall be authorized to make
corresponding changes to the applicable Exhibits attached hereto and shall keep official record of
such amendments.
(b) Should the Public Improvement Project Costs exceed the amounts set forth in the
SAPs, the Developer must make a Developer Cash Contribution at the time of each PID Bond
issuance such that the net proceeds of each series of PID Bonds plus the Developer Cash
Contribution, is sufficient to fund the Public Improvement Project Costs for which the PID Bonds
are being issued.
Section 7.11. City Police Powers.
The Developer recognizes the authority of the City pursuant to the Texas Constitution
together with the City's charter and ordinances to exercise its police powers in accordance with
Applicable Laws to protect the public health,safety,and welfare.The City retains its police powers
over the Developer's or its general contractor's construction activities on or at the Property, and
the Developer recognizes the City's authority to take appropriate enforcement action in accordance
with Applicable Law to provide such protection. No lawful action taken by the City pursuant to
these police powers shall subject the City to any liability under this Agreement, including without
limitation liability for costs incurred by any general contractor or the Developer, and as between
the Developer and the City, any such costs shall be the sole responsibility of the Developer and
any of its general contractors and shall not be reimbursable from PID Bond Proceeds.
Section 7.12. Title and Mechanic's Liens.
(a) Title. The Developer agrees that the Public Improvements shall not have a lien or
cloud on title upon their dedication to and acceptance by the City.
(i) Mechanic's Liens. Developer shall not create nor allow or permit any liens,
encumbrances,or charges of any kind whatsoever against the Public Improvements arising
from any work performed by any contractor by or on behalf of the Developer. The
Developer shall not permit any claim of lien made by any mechanic, materialman, laborer,
or other similar liens to stand against the Public Improvements for work or materials
furnished to the Developer in connection with any construction, improvements,renovation,
maintenance or repair thereof made by the Developer or any contractor, agent or
representative of the Developer. The Developer shall cause any such claim of lien to be
fully discharged no later than thirty(30)days after the Developer's receipt of written notice
of the filing thereof.
Section 7.13. City Consents.
Any consent or approval by or on behalf of the City required in connection with the design,
construction, improvement or replacement of the Public Improvements or otherwise under this
Agreement shall not be unreasonably withheld, delayed, or conditioned. Any review associated
with any determination to give or withhold any such consent or approval shall be conducted in a
timely and expeditious manner with due regard to the cost to the Developer associated with delay.
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Section 7.14. Right of the City to Make Inspection.
(a) At any time during the construction of the Public Improvements,the City shall have
the right to enter the Property for the purpose of inspection of the progress of construction on the
Public Improvements; provided, however, the City Representative shall comply with reasonable
restrictions generally applicable to all visitors to the Development that are imposed by the
Developer or its general contractor or subcontractors. The Developer shall pay the City's costs for
the retention of a third-party inspector.
(b) Inspection of the construction of all Public Improvements shall be by the City
Representative or his/her designee. In accordance with Sections 5.03, the Developer shall pay the
inspection fee which may be included as a Public Improvement Project Cost.
(c) City may enter the Property in accordance with customary City procedures and
Applicable Law to make any repairs or perform any maintenance of Public Improvements which
the City has accepted for maintenance. If, during construction of the Public Improvements, the
Developer is in default under this Agreement beyond any applicable cure period or in the event of
an emergency which is not being timely addressed, the City may enter the Property to make any
repairs to the Public Improvements that have not been accepted for maintenance by the City, of
every kind or nature, which the Developer is obligated under this Agreement to repair or maintain
but which the Developer has failed to perform after the expiration of ten (10) Business Day after
notice is given by the City (other than in the case of an emergency in which notice is impossible
or impractical). The Developer shall be obligated to reimburse the City the reasonable costs
incurred by the City for any such repairs. Nothing contained in this paragraph shall be deemed to
impose on the City any obligation to actually make repairs or alterations on behalf of the
Developer.
Section 7.15. Competitive Bidding. The construction of the Public Improvements(which
are funded from Assessments) is anticipated to be exempt from competitive bidding pursuant to
Texas Local Government Code Section 252.022(a)(9). In the event that the actual costs of the
Public Improvement do not meet the parameters for exemption from the competitive bid
requirement,then either competitive bidding or alternative delivery method may be utilized by the
City as allowed by Applicable Law.
ARTICLE VIII
PAYMENT OF PUBLIC IMPROVEMENTS
Section 8.01. Overall Requirements.
(a) The City shall not be obligated to provide fiends for any Public Improvement except
from the proceeds of the PID Bonds or from Assessments pursuant to a Reimbursement
Agreement. The City makes no warranty, either express or implied, that the proceeds of the PID
Bonds available for the payment or reimbursement of the Public Improvement Project Costs or for
the payment of the cost to construct or acquire a Public Improvement by the City will be sufficient
for the construction or acquisition of all of the Public Improvements. Any costs of the Public
Improvements in excess of the available PID Bond Proceeds or Assessments pursuant to a
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Reimbursement Agreement, shall not be paid or reimbursed by the City. The Developer
acknowledges and agrees that any lack of availability of monies in the Project Funds established
under the Indentures to pay the costs of the Public Improvements shall in no way diminish any
obligation of the Developer with respect to the construction of or contributions for the Public
Improvements required by this Agreement, or any other agreement to which the Developer is a
party, or any governmental approval to which the Developer or Property is subject.
(b) Upon written Acceptance of a Public Improvement, and subject to any applicable
maintenance-bond period, the City shall be responsible for all operation and maintenance of such
Public Improvement, including all costs thereof and relating thereto.
(c) The City's obligation with respect to the reimbursement or payment of the Public
Improvement Project Costs as finally set forth in the Service and Assessment Plan, shall be limited
to the lower of actual costs or the available Net PID Bond Proceeds or Assessment revenues, and
shall be payable solely from amounts on deposit in the Project Funds from the sale of the PID
Bonds as provided herein and in the Indentures, or Assessments collected for the reimbursement
or payment of such costs pursuant to Reimbursement Agreement. The Developer agrees and
acknowledges that it is responsible for all costs and all expenses related to the Public
Improvements in excess of the available Net PID Bond Proceeds and that the Developer Cash
Contribution must be deposited at the time of the issuance of PID Bonds.
(d) The City shall have no responsibility whatsoever to the Developer with respect to
the investment of any funds held in the Project Fund by the Trustee under the provisions of the
Indenture, including any loss of all or a portion of the principal invested or any penalty for
liquidation of an investment. Any such loss may diminish the amounts available in the Project
Fund to pay or reimburse the Public Improvement Project Costs in the PID. The obligation of
Developer to pay the Assessments is not in any way dependent on the availability of amounts in
the Project Fund to pay for all or any portion of the Public Improvements Project Costs hereunder.
Section 8.02. Remaining Funds after Completion of a Public Improvement.
If, upon the Completion of Construction of a Public Improvement (or segment or stage
thereof) and payment or reimbursement for such Public Improvement, there are Cost Underruns,
any remaining budgeted cost(s) may be available to pay Cost Overruns on any other Public
Improvement with the approval of the City Representative, such approval not to be unreasonably
withheld, at completion of the Public Improvements for each PID Phase and provided that all
Public Improvements for such PID Phase, as set forth in the Service and Assessment Plan are
undertaken at least in part. The elimination of a category of Public Improvements in a PID Phase
as set forth in the Service and Assessment Plan will require an amendment to the Service and
Assessment Plan. Upon receipt of all acceptance letters from the City for the Public Improvements
within an improvement category as set forth in the Service and Assessment Plan, any Cost
Underruns from that category may be released to pay for Cost Overruns in another improvement
category, as approved by the City.
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Section 8.03. Payment Process for Public Improvements.
(a) The City shall authorize payment or reimbursement of the Public Improvement
Project Costs from PID Bond Proceeds or from Assessments collected in the PID as set forth in
8.04 below. The Developer shall submit a Payment Certificate to the City (no more frequently
than monthly) for Public Improvement Project Costs including a completed segment, section or
portion of a Public Improvement, as approved by the City. The form of the Payment Certificate is
set forth in Exhibit F, as may be modified by the applicable Indenture or Reimbursement
Agreement. The City shall review the sufficiency of each Payment Certificate with respect to
compliance with this Agreement, compliance with the Applicable Law, and compliance with the
applicable SAP and Plans and Specifications. The City shall review each Payment Certificate
within thirty (30) Business Days of receipt thereof and upon approval, certify the Payment
Certificate pursuant to the provisions of the applicable Indenture or Reimbursement Agreement,
and payment shall be made to the Developer or its designee pursuant to the terms of the applicable
Indenture or Reimbursement Agreement, provided that funds are available under the applicable
Indenture or Reimbursement Agreement. Notwithstanding the foregoing,the City shall review the
first Payment Certificate within forty-five (45) Business Days of receipt thereof. If a Payment
Certificate is approved only in part, the City shall specify the extent to which the Payment
Certificate is approved and payment for such partially approved Payment Certificate shall be made
to the Developer pursuant to the terms of the applicable Indenture or Reimbursement Agreement,
provided that funds are available under the applicable Indenture or Reimbursement Agreement.
(b) If the City requires additional documentation, timely disapproves or questions the
correctness or authenticity of the Payment Certificate,the City shall deliver a detailed notice to the
Developer within thirty (30) Business Days of receipt thereof, then payment with respect to
disputed portion(s) of the Payment Certificate shall not be made until the Developer and the City
have jointly settled such dispute or additional information has been provided to the City's
reasonable satisfaction.
(c) The City shall reimburse the Public Improvement Project Costs as set forth in
Exhibit C and the SAP, from funds available pursuant to the applicable Indenture or
Reimbursement Agreement.
(d) Reimbursement to the Developer and the City for administrative costs relating to
the creation of the PID,the levy of assessments and issuance of the PID Bonds may be distributed
at closing of the applicable series of PID Bonds pursuant to a Closing Disbursement Request, in
the form attached as Exhibit G.
Section 8.04. Public Improvements Reimbursement from Assessment Fund In the Event
of a Non-Issuance of PID Bonds.
(a) In the event that, (i) the City does not issue PID Bonds by the applicable Phase
Public Improvement Financing Date, or (ii) PID Bonds cannot be issued for the full costs of the
Public Improvements of a result of the parameters set forth in Section 3.02(d), the reimbursement
for costs of the Public Improvements set forth in Exhibit C and in the Service and Assessments
Plan that are not paid with PID Bond Proceeds shall be made on an annual basis from Assessments
levied by the City for the Public Improvements pursuant to Chapter 372,Texas Local Government
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Code, as amended, unless the Public Improvement Financing Date has been extended by written
agreement between the Developer and the City and approved by City Council. Such
reimbursement shall be made pursuant to the terms and provisions of one or more Reimbursement
Agreements. Such Reimbursement Agreement shall set forth the terms of the annual
reimbursement for the costs of the Public Improvements. If the City does not issue additional PID
Bonds to fund subsequent Public Improvement Project Costs that have not been previously funded
by PID Bonds, such unfunded costs may be funded from Assessments pursuant to additional
Reimbursement Agreements. These Reimbursement Agreement obligations may, in the City's
discretion, be reimbursed through the issuance of PID Bonds by the City once the parameters set
forth in Section 3.02(d) can be met. The issuance of any PID Bonds to fund obligations under a
Reimbursement Agreement is subject to the City's discretion and shall be determined by the City.
In any event, the issuance of PID Bonds to Fund any obligations under a Reimbursement
Agreement, if the City determines to issue such PID Bonds,shall occur no later than three(3)years
after the Phase 3 Public Improvement Financing Date or the City shall not issue such PID Bonds.
(b) Reimbursement or payment of the costs of the Public Improvements shall only be
made from the levy of Assessments within the PID as set forth herein.
(c) The term, manner and place of payment or reimbursement to the Developer under
this Section shall be set forth in the Reimbursement Agreement.
(d) Reimbursement or payment shall be made only for the costs of the Public
Improvements as set forth in this Agreement, the Service and Assessment Plan or in the
Reimbursement Agreement, as approved by the City. Any additional public improvements other
than the Public Improvements constructed by the Developer and dedicated to the City, shall not be
subject to payment or reimbursement under the terms of this Agreement.
Section 8.05. Rights to Audit.
(a) The City shall have the right to audit, upon reasonable notice and at the City's own
expense, records of the Developer with respect to the expenditure of funds to pay Public
Improvement Project Costs. Upon written request by the City, the Developer shall give the City
or its agent,access to those certain records controlled by, or in the direct or indirect possession of,
the Developer (other than records subject to legitimate claims of attorney-client privilege) with
respect to the expenditure of Public Improvement Project Costs,and permit the City to review such
records in connection with conducting a reasonable audit of such fund and account. The Developer
shall make these records available to the City electronically or at a location that is reasonably
convenient for City staff.
(b) The City and the Developer shall reasonably cooperate with the assigned
independent auditors (internal or external) in this regard, and shall retain and maintain all such
records for at least 3 years from the date of Completion of Construction of the Public
Improvements. All audits must be diligently conducted and once begun, no records pertaining to
such audit shall be destroyed until such audit is completed.
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ARTICLE IX
REPRESENTATIONS AND WARRANTIES
Section 9.01. Representations and Warranties of City_.
The City makes the following representation and warranty for the benefit of the Developer:
(a) Due Authority;No Conflict. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, notices required by the Texas
Open Meetings Act). The City has all requisite power and authority to execute this Agreement
and to carry out its obligations hereunder and the transactions contemplated hereby. This
Agreement has been,and the documents contemplated hereby will be,duly executed and delivered
by the City and constitute legal, valid and binding obligations enforceable against the City in
accordance with the terms subject to principles of governmental immunity and the enforcement of
equitable rights. The consummation by the City of the transactions contemplated hereby is not in
violation of or in conflict with, nor does it constitute a default under, any of the terms of any
agreement or instrument to which the City is a Party, or by which the City is bound, or of any
provision of any Applicable Law, ordinance, rule or regulation of any governmental authority or
of any provision of any applicable order, judgment or decree of any court, arbitrator or
governmental authority.
(b) Due Authority;No Litigation. No litigation is pending or, to the knowledge of the
City, threatened in any court to restrain or enjoin the construction of or the Public Improvements
or the City's payment and reimbursement obligations under- this Agreement, or otherwise
contesting the powers of the City or the authorization of this Agreement or any agreements
contemplated herein.
Section 9.02. Representations and Warranties of Developer.
The Developer makes the following representations, warranties and covenants for the
benefit of the City:
(a) Due Organization and Ownership. The Developer is a Texas limited partnership
validly existing under the laws of the State of Texas and is duly qualified to do business in the
State of Texas; and that the person executing this Agreement on behalf of it is authorized to enter
into this Agreement.
(b) Due Authority: No Conflict. The Developer has all requisite power and authority
to execute and deliver this Agreement and to carry out its obligations hereunder and the
transactions contemplated hereby. This Agreement has been, and the documents contemplated
hereby will be,duly executed and delivered by the Developer and constitute the Developer's legal,
valid and binding obligations enforceable against the Developer in accordance with their terms.
The consummation by the Developer of the transactions contemplated hereby is not in violation of
or in conflict with,nor does it constitute a default under,any term or provision of the organizational
documents of the Developer, or any of the terms of any agreement or instrument to which the
Developer is a Party, or by which the Developer is bound, or of any provision of any Applicable
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Law, ordinance, rule or regulation of any governmental authority or of any provision of any
applicable order,judgment or decree of any court, arbitrator or governmental authority.
(c) Consents. No consent, approval, order or authorization of, or declaration or filing
with any governmental authority is required on the part of the Developer in connection with the
execution and delivery of this Agreement or for the performance of the transactions herein
contemplated by the respective Parties hereto.
(d) Litigation/Proceedings. To the best knowledge of the Developer, after reasonable
inquiry, there are no pending or, to the best knowledge of the Developer, threatened, judicial,
municipal or administrative proceedings, consent decree or, judgments which might affect the
Developer's ability to consummate the transaction contemplated hereby,nor is there a preliminary
or permanent injunction or other order,decree,or ruling issued by a governmental entity,and there
is no statute, rule,regulation,or executive order promulgated or enacted by a governmental entity,
that is in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation
of the transactions contemplated by this Agreement.
(e) Legal Proceedings. There is no action, proceeding, inquiry or investigation, at law
or in equity, before any court, arbitrator, governmental or other board or official, pending or, to
the knowledge of the Developer, threatened against or affecting the Developer, any of the
principals of the Developer and any key person or their respective Affiliates and representatives
which the outcome of which would (a) adversely affect the validity or enforceability of, or the
authority or ability of the Developer under, this Agreement to perform its obligations under this
Agreement, or (b) have a material and adverse effect on the consolidated financial condition or
results of operations of the Developer or on the ability of the Developer to conduct its business as
presently conducted or as proposed or contemplated to be conducted.
(f) Ownership. The Developer represents that it or one or more Affiliates, and Sowell
Land Partners—Baytown, L.P. will be the sole owners of the Property within the PID at the time
of its creation and will be the sole owners at the time of the levy of Assessments for each Phase.
Each of such owners shall consent to the levy of Assessments in substantially the form of the
Landowner Consent attached hereto as Exhibit E, and shall not transfer title of any land within the
PID prior to the levy of Assessments within each Phase.
ARTICLE X
MAINTENANCE OF LANDSCAPE IMPROVEMENTS
Section 10.01. Mandatory Home Owners'Association.
(a) The Developer will create a mandatory homeowners'association ("HOA")over the
portion of the Property then being developed as single family homes (the "Single Family
Property"), which HOA, through its conditions and restrictions filed of record in the property
records of Harris County, shall be required to assess and collect from owners annual fees in an
amount calculated to maintain the open spaces, common areas, right-of-way irrigation systems,
raised medians and other right-of-way landscaping, detention areas, drainage areas, screening
walls, trails, lawns, landscaped entrances to the Single Family Property and any other common
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improvements or appurtenances (the "HOA Maintained Improvements"). Maintenance of any
HOA Maintained Improvements on land owned by the City shall be pursuant to a maintenance
agreement between the HOA and the City (the "HOA Maintenance Agreement").
(b) While the Parties anticipate that the HOA established to maintain and operate the
HOA Maintained Improvements, will adequately perform such duties, in the event that the City
determines that the HOA is not adequately performing the duties for which it was created, which
non-performance shall be evidenced by violations of the HOA Maintenance Agreement,applicable
deed restrictions and/or applicable City ordinances, the City reserves the right to levy an
assessment each year equal to the actual costs of operating and maintaining the HOA Maintained
Improvements that are owned by the City. The City agrees that it will not levy such assessments
without first giving the HOA written notice of the deficiencies and providing the HOA with sixty
(60)days in which to cure the deficiencies.
(c) Covenants,conditions and restrictions for the HOA must be filed in each PID Phase
and the HOA Maintenance Agreement must be approved and executed before any PID Bonds are
issued by the City.
Section 10.02. Mandatory Property Owners' Association.
(a) The Developer will create a mandatory property association ("POA") over the
portion of the Property then being developed as non-residential (the "Commercial Property"),
which POA,through its conditions and restrictions filed of record in the property records of Harris
County,shall be required to assess and collect from owners annual fees in an amount calculated to
maintain the open spaces,common areas,right-of-way irrigation systems,raised medians and other
right-of-way landscaping, detention areas, drainage areas, screening walls, landscaped entrances
to the Commercial Property and any other common improvements or appurtenances (the "POA
Maintained Improvements"). Maintenance of any POA Maintained Improvements on land owned
by the City shall be pursuant to a maintenance agreement between the POA and the City(the "POA
Maintenance Agreement").
(b) While the Parties anticipate that the POA established to maintain and operate the
POA Maintained Improvements, will adequately perform such duties, in the event that the City
determines that the POA is not adequately performing the duties for which it was created, which
non-performance shall be evidenced by violations of the POA Maintenance Agreement,applicable
deed restrictions and/or applicable City ordinances, the City reserves the right to levy an
assessment each year equal to the actual costs of operating and maintaining the POA Maintained
Improvements that are owned by the City. The City agrees that it will not levy such assessments
without first giving the POA written notice of the deficiencies and providing the POA with sixty
(60) days in which to cure the deficiencies.
(c) Covenants,conditions and restrictions for the POA must be filed in each PID Phase
and the POA Maintenance Agreement must be approved and executed before any PID Bonds are
issued by the City.
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ARTICLE XI
TERMINATION EVENTS
Section 11.01. Developer Termination Events.
The Developer may terminate this Agreement as to a phase of Development if the City
does not either (i) sell PID Bonds by a Public Improvement Financing Date (i.e., the Phase A
Public Improvement Financing Date, the Phase B Public Improvement Financing Date and the
Phase C Public Improvement Financing Date or (ii) levy Assessments and enter into a
Reimbursement Agreement pursuant to Section 8.04 for such phase of the Development.
Section 11.02. City Termination Events.
(a) The City may terminate this Agreement for each Phase if the City determines both
(i) not to issue a series of PID Bonds for such phase of Development to fiend the construction of
the Public Improvements, and (ii) not to levy Assessments and enter into a Reimbursement
Agreement for such phase of the Development.
(b) The City may terminate this Agreement and any Reimbursement Agreement with
respect to the applicable PID Phase and any remaining PID Phase, upon an uncured Event of
Default by the Developer pursuant to Article XIII herein.
(c) The City may terminate this Agreement and any Reimbursement Agreement, if
Commencement of Construction of the private horizontal improvements within the Development
has not occurred within five (5)years of the Effective Date.
(d) The City may terminate this Agreement, with respect to any remaining PID Phase,
any Reimbursement Agreement, at any time if the Public Improvements in each PID Phase do not
reach Completion of Construction by the applicable Phase Completion Date, as may have been
extended pursuant to the term of this Agreement.
(e) The City may terminate this Agreement with respect to the applicable PID Phase
and any remaining PID Phase if the Developer does not pay the Developer Cash Contribution at
closing of the applicable series of PID Bonds.
Section 11.03. Termination Procedure.
If either Party determines that it wishes to terminate this Agreement pursuant to this Article,
such Party must deliver a written notice to the other Party specifying in reasonable detail the basis
for such termination and electing to terminate this Agreement. Upon such a termination, the
Parties hereto shall have no duty or obligation one to the other under this Agreement, including
the reimbursement of any of Developer's costs that were previously advanced or incurred or the
levy of assessments on any remaining phases. Provided, however, that as of the date of
termination, (i) any Public Improvements completed and accepted by the City or (ii) Public
Improvement Project Costs submitted pursuant to a Payment Certificate and approved by the City,
shall still be subject to reimbursement.
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Section 11.04. City Actions Upon Termination.
In the event of termination of this Agreement, the City may (i) use any remaining PID
Bond Proceeds to redeem PID Bonds pursuant to the provisions of the Indenture or (ii) construct
or cause to be constructed the remaining Public Improvements, payable from PID Bond Proceeds.
Upon termination the Developer shall have no claim or right to any further payments for Public
Improvements Project Costs pursuant to this except that, (i) any Public Improvements completed
and accepted by the City or(ii)Public Improvement Project Costs submitted pursuant to a Payment
Certificate and approved by the City shall still be subject to reimbursement.
ARTICLE XII
TERM
This Agreement shall terminate upon the earlier of: (i) the expiration of 30 years from the
Effective Date, (ii) (a) the date on which the City and the Developer discharge all of their
obligations hereunder, including Completion of Construction and acceptance of the Public
Improvements, and (b) all PID Bond Proceeds have been expended for the construction of all of
the Public Improvements and the Developer has been reimbursed for all completed and accepted
Public Improvements up to the Reimbursement Cap but in the amount set forth in the Service and
Assessment Plan(iii)an Event of Default under Article XIIi,or(iv)the occurrence of a termination
event under Article XI.
ARTICLE XIII
DEFAULT AND REMEDIES
Section 13.01. Developer Default.
Each of the following events shall be an "Event of Default" by the Developer under this
Agreement and each event shall apply individually to of Bayten, Ltd.,a Texas limited partnership:
(a) The Developer shall fail to pay to the City any monetary sum hereby required of it
as and when the same shall become due and payable and shall not cure such default within thirty
(30)calendar days after the later of the date on which written notice thereof is given by the City to
the Developer, as provided in this Agreement. The Developer shall fail in any material respect to
maintain any of the insurance or bonds required by this Agreement; provided, however, that if a
contractor fails to maintain any of the insurance or bonds required by this Agreement, the
Developer shall have thirty(30)calendar days to cure from the date of expiration of such insurance
or bonds.
(b) The Developer shall fail to comply with any term, provision or covenant of this
Agreement (other than the payment of money to the City), and shall not cure such failure within
sixty (60) calendar days after written notice thereof is given by the City to the Developer;
(c) The filing by Developer of a voluntary proceeding under present or future
bankruptcy, insolvency, or other laws respecting debtors, rights;
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(d) The consent by Developer to an involuntary proceeding under present or future
bankruptcy, insolvency, or other laws respecting debtor's rights;
(e) The entering of an order for relief against Developer or the appointment of a
receiver, trustee, or custodian for all or a substantial part of the property or assets of Developer in
any involuntary proceeding, and the continuation of such order,judgment or degree unstayed for
any period of ninety (90) consecutive days;
(f) The failure by Developer or any Affiliate to pay Impositions, and Assessments on
property owned by the Developer and/or any Affiliates within the PID if such failure is not cured
within thirty (30) calendar days after written notice by the City; OR
(g) Any representation or warranty confirmed or made in this Agreement by the
Developer was untrue as of the Effective Date.
Section 13.02. Notice and Cure Period.
(a) Before any Event of Default under this Agreement shall be deemed to be a breach
of this Agreement, the Party claiming such Event of Default shall notify, in writing, the Party
alleged to have failed to perform the alleged Event of Default and shall demand performance(with
the exception of 13.01(f) above). Except with respect to cure periods set forth in 13.01 above,
which shall be controlling, no breach of this Agreement may be found to have occurred if
performance has commenced to the reasonable satisfaction of the complaining Party within thirty
(30) calendar days of the receipt of such notice (or thirty (30) calendar days in the case of a
monetary default), with completion of performance within ninety (90) calendar days subject.
(b) Notwithstanding any provision in this Agreement to the contrary, if the
performance of any covenant or obligation to be performed hereunder by any Party is delayed by
Force Majeure,the time for such performance shall be extended by the amount of time of the delay
directly caused by and relating to such uncontrolled circumstances. The Party claiming delay of
performance as a result of any of the foregoing Force Majeure events shall deliver written notice
of the commencement of any such delay resulting from such Force Majeure event and the length
of the Force Majeure event is reasonably expected to last not later than seven (7) days after the
claiming Party becomes aware of the same, and if the claiming Party fails to so notify the other
Party of the occurrence of a Force Majeure event causing such delay, the claiming Party shall not
be entitled to avail itself of the provisions for the extension of performance contained in this
Article. The number of days a Force Majeure event is in effect shall be determined by the City
based upon commercially reasonable standards.
Section 13.03. City's Remedies.
With respect to the occurrence of an Event of Default the City may pursue the following
remedies:
(a) The City may pursue any legal or equitable remedy or remedies, including,without
limitation, specific performance, damages, and termination of this Agreement. The City shall not
terminate this Agreement unless it delivers to the Developer a second notice expressly providing
that the City will terminate within thirty (30) additional days. Termination or non-termination of
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this Agreement upon a Developer Event of Default shall not prevent the City from suing the
Developer for specific performance, damages, actual damages, excluding punitive, special and
consequential damages, injunctive relief or other available remedies with respect to obligations
that expressly survive termination. In the event the Developer fails to pay any of the expenses or
amounts or perform any obligation specified in this Agreement, then to the extent such failure
constitutes an Event of Default hereunder, the City may, but shall not be obligated to do so, pay
any such amount or perform any such obligations and the amount so paid and the reasonable out
of pocket costs incurred by the City in said performance shall be due and payable by the Developer
to the City within thirty (30) days after the Developer's receipt of an itemized list of such costs.
(b) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder now or hereafter existing at law or in equity.
(c) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
Section 13.04. Citv Default.
Each of the following events shall be an Event of Default by the City under this Agreement:
(a) So long as the Developer has complied with the terms and provisions of this
Agreement,the City shall fail to pay to the Developer any monetary sum hereby required of it and
shall not cure such default within thirty (30) calendar days after the later of the date on which
written notice thereof is given to the City by the Developer.
(b) The City shall fail to comply in any material respect with any term, provision or
covenant of this Agreement, other than the payment of money, and shall not cure such failure
within ninety (90) calendar days after written notice thereof is given by the Developer to the City.
Section 13.05. Developer's Remedies.
(a) Upon the occurrence of any Event of Default by the City,the Developer may pursue
any legal remedy or remedies specifically including damages as set forth below (specifically
excluding specific performance and other equitable remedies), and termination of this Agreement;
provided, however, that the Developer shall have no right to terminate this Agreement unless the
Developer delivers to the City a second notice which expressly provides that the Developer will
terminate within thirty (30) days if the default is not addressed as herein provided.
(b) No remedy herein conferred or reserved is intended to be inclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder now or hereafter existing.
(c) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
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Section 13.06. Limited Waiver of Immunity.
(a) The City and the Developer hereby acknowledge and agree that to the extent this
Agreement is subject to the provisions of Subchapter I of Chapter 271, Texas Local Government
Code, as amended, and the City's immunity from suit is waived only as set forth in such statute.
(b) Should a court of competent jurisdiction determine the City's immunity from suit
is waived is any manner other than as provided in Subchapter I of Chapter 271, Texas Local
Government Code, as amended, the Parties hereby acknowledge and agree that in a suit against
the City for breach of this Agreement:
(i) The total amount of money awarded is limited to actual damages in an
amount not to exceed the balance due and owed by City under this Agreement or any
Reimbursement Agreement and is payable solely from Assessment revenues;
(ii) The recovery of damages against City or the Developer may not include
consequential damages or exemplary damages;
(iii) The Parties may not recover attorney's fees; and
(iv) The Parties are not entitled to specific performance or injunctive relief
against the City.
Section 13.07. Limitation on Damages.
In no event shall any Party have any liability under this Agreement for any exemplary or
consequential damages.
Section 13.08. Waiver.
Forbearance by the non-defaulting Party to enforce one or more of the remedies herein
provided upon the occurrence of an Event of Default by the other Party shall not be deemed or
construed to constitute a waiver of such default. One or more waivers of a breach of any covenant,
term or condition of this Agreement by either Party hereto shall not be construed by the other Party
as a waiver of a different or subsequent breach of the same covenant, term or condition. The
consent or approval of either Party to or of any act by the other Party of a nature requiring consent
or approval shall not be deemed to waive or render unnecessary the consent to or approval of any
other subsequent similar act.
ARTICLE XIV
INSURANCE, INDEMNIFICATION AND RELEASE
Section 14.01. Insurance.
With no intent to limit any contractor's liability or obligation for indemnification, the
Developer shall maintain or cause to be maintained, by the persons constructing the Public
Improvements, certain insurance, as provided below in full force and effect at all times during
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construction of the Public Improvements and shall require that the City is named as an additional
insured under such contractor's insurance policies.
(a) With regard to the obligations of this Agreement, the Developer shall obtain and
maintain in full force and effect at its expense,or shall cause each contractor to obtain and maintain
at their expense, the following policies of insurance and coverage:
(i) Commercial general liability insurance insuring the City,contractor and the
Developer against liability for injury to or death of a person or persons and for damage to
property occasioned by or arising out of the activities of Developer,the contractor,the City
and their respective officers, directors, agents, contractors, or employees, in the amount of
$1,000,000 Per Occurrence or a limit equal to the amount of the contract amount,
$2,000,000 General Aggregate Bodily Injury and Property Damage. The contractor may
procure and maintain a Master or Controlled Insurance policy to satisfy the requirements
of this section, which may cover other property or locations of the contractor- and its
affiliates, so long as the coverage required in this section is separate;
(ii) Workers' Compensation insurance as required by law;
(iii) Business automobile insurance covering all operations of the contractor
pursuant to the Construction Agreement involving the use of motor vehicles, including all
owned, non-owned and hired vehicles with minimum limits of not less than One Million
Dollars ($1,000,000) combined single limit for bodily injury, death and property damage
liability.
(iv) To the extent available, each policy shall be endorsed to provide that the
insurer waives all rights of subrogation against the City;
(v) Each policy of insurance with the exception of Workers' Compensation and
professional liability shall be endorsed to include the City (including its former, current,
and future officers, directors, agents, and employees) as additional insureds;
(vi) Each policy,with the exception of Workers'Compensation and professional
liability, shall be endorsed to provide the City sixty (60) days' written notice prior to any
cancellation, termination or material change of coverage, and
(vii) The Developer shall cause each contractor to deliver to the City the policies,
copies of policy endorsements, and/or certificates of insurance evidencing the required
insurance coverage before the Commencement of Construction of the Public
Improvements and within 10 days before expiration of coverage, or as soon as practicable,
deliver renewal policies or certificates of insurance evidencing renewal and payment of
premium. On every date of renewal of the required insurance policies,the contractor shall
cause a Certificate of Insurance and policy endorsements to be issued evidencing the
required insurance herein and delivered to the City. In addition the contractor shall within
ten (10) Business Days after written request provide the City with the Certificates of
Insurance and policy endorsements for the insurance required herein (which request may
include copies of such policies).
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Section 14.02. Waiver of Subrogation Rights.
The Commercial General Liability, Workers' Compensation, Business Auto and Excess
Liability Insurance required pursuant to this Agreement shall provide for waivers of all rights of
subrogation against the City.
Section 14.03. Additional Insured Status.
With the exception of Worker's Compensation Insurance and any Professional Liability
Insurance, all insurance required pursuant to this Agreement shall include and name the City as
additional insureds using Additional Insured Endorsements that provide the most comprehensive
coverage to the City under Texas law including products/completed operations.
Section 14.04. Certificates of Insurance.
Certificates of Insurance and policy endorsements in a form satisfactory to City shall be
delivered to City prior to the commencement of any work or services on the Public Improvements.
All required policies shall be endorsed to provide the City with sixty (60) days advance notice of
cancellation or non-renewal of coverage. The Developer shall provide sixty (60) days written
notice of any cancellation, non-renewal or material change in coverage for any of the required
insurance in this Article.
On every date of renewal of the required insurance policies,the Developer shall cause(and
cause its contractors) to provide a certificate of insurance and policy endorsements to be issued
evidencing the required insurance herein and delivered to the City. In addition, the Developer
shall, within ten (10) Business Days after written request, provide the City with certificates of
insurance and policy endorsements for the insurance required herein (which request may include
copies of such policies). The delivery of the certificates of insurance and the policy endorsements
(including copies of such insurance policies) to the City is a condition precedent to the payment
of any amounts to the Developer by the City.
Section 14.05. Carriers.
All policies of insurance required to be obtained by the Developer and its contractors
pursuant to this Agreement shall be maintained with insurance carriers that are satisfactory to and
as reasonably approved by City, and lawfully authorized to issue insurance in the state of Texas
for the types and amounts of insurance required herein. All insurance companies providing the
required insurance shall be authorized to transact business in Texas and rated at least "A" by AM
Best or other equivalent rating service. All policies must be written on a primary basis, non-
contributory with any other insurance coverage and/or self-insurance maintained by the City. All
insurance coverage required herein shall be evidenced by a certificate of insurance and policy
endorsements submitted by the Developer's and its contractors' insurer or broker. Certificates of
insurance and policy endorsements received from any other source will be rejected.
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Section 14.06. INDEMNIFICATION.
DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE
CITY AND ITS RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES,
HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR
PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR
OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF
DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY
PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE
OCCASIONED BY DEVELOPER'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY
NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY
LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS,
AGENTS, EMPLOYEES, INVITEES, SUBCONTRACTORS, OR SUB-
SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS,
OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR
WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE
PERFORMANCE OF THIS CONTRACT. THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY
RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, AND ITS
OFFICERS, AGENTS, EMPLOYEES OR SEPARATE
CONTRACTORS. THE CITY DOES NOT WAIVE ANY
GOVERNMENTAL IMMUNITY OR OTHER DEFENSES AVAILABLE TO
IT UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS
PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES
HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY
RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON
OR ENTITY.
DEVELOPER AT ITS OWN EXPENSE IS EXPRESSLY REQUIRED
TO DEFEND CITY AGAINST ALL SUCH CLAIMS. CITY RESERVES
THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE;
HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH
ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF
DEVELOPER'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF
DEVELOPER'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO
THIS AGREEMENT. DEVELOPER SHALL RETAIN DEFENSE
COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN
NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION
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UNDER THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN
COUNSEL WITHIN THE REQUIRED TIME PERIOD,CITY SHALL HAVE
THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF
AND DEVELOPER SHALL BE LIABLE FOR ALL COSTS INCURRED BY
THE CITY.
ARTICLE XV
GENERAL PROVISIONS
Section 15.01. Notices.
Any notice, communication or disbursement required to be given or made hereunder shall
be in writing and shall be given or made by facsimile or other electronic transmittal,hand delivery,
overnight courier, or by United States mail, certified or registered mail, return receipt requested,
postage prepaid, at the addresses set forth below or at such other addresses as may be specified in
writing by any Party hereto to the other parties hereto. Each notice which shall be mailed or
delivered in the manner described above shall be deemed sufficiently given, served, sent and
received for all purpose at such time as it is received by the addressee (with return receipt, the
delivery receipt or the affidavit of messenger being deemed conclusive evidence of such receipt)
at the following addresses:
To the City: City Manager
2401 Market Street
Baytown TX 77520
With a copy to: Attn: City Attorney
City of Baytown
2401 Market Street
Baytown TX 77520
To the Developer: Bayten, Ltd.
21711 FM 1093 Rd
Richmond, TX 77407-9527
With a copy to: Timothy G. Green
Coats Rose, P.C.
9 Greenway Plaza, Suite 1000
Houston, Texas 77046
Section 15.02. Make-Whole Provision. If in any calendar year the City issues debt
obligations that would be qualified tax-exempt obligations but for the issuance or proposed
issuance of PID Bonds, the Developer shall pay to the City a fee to compensate the City for the
interest savings the City would have achieved had the debt issued by the City been qualified tax-
exempt obligations(the "PID Bond Fee"). Prior to issuance of any PID Bonds,the City's financial
advisor shall calculate the PID Bond Fee based on the issued and planned debt issuances for the
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City and shall notify the Developer of the total amount due prior to the issuance of the PID Bonds.
The Developer agrees to pay the PID Bond Fee to the City within ten (10) Business Days after
receiving notice from the City of the amount of PID Bond Fee due to the City. If the City has not
forgone the ability to issue a series of obligations as qualified tax exempt obligations, the PID
Bond Fee shall be held in a segregated account of the City and if the total amount of debt
obligations sold or entered into by the City in the calendar year in which the PID Bonds are issued
are less than the bank qualification limits (currently $10 million per calendar year), then the PID
Bond Fee shall be returned to the Developer. The City shall not be required to sell any series of
PID Bonds until the Developer has paid the estimated PID Bond Fee.
If the City is planning to issue debt obligations as qualified tax exempt obligations prior to
the issuance of PID Bonds in any calendar year, the City may (but is not obligated to) notify the
Developer that it is planning to issue qualified tax-exempt obligations that may limit the amount
of debt that the City can issue in a calendar year. In connection with the delivery of such notice,
the City's financial advisor shall provide a calculation of the interest savings that the City would
achieve by issuing the obligations the City plans to issue in the year as qualified tax-exempt
obligations as opposed to non-qualified tax exempt obligations. If following the receipt of such
notice the Developer asks the City to forego designating the obligations as qualified tax exempt
obligations in order to preserve capacity for PID Bonds, the Developer shall pay to the City a fee
to compensate the City for the interest savings the City would have achieved had the debt issued
by the City been qualified tax-exempt obligations. The Developer agrees to pay the PID Bond Fee
to the City within ten (10) Business Days after receiving notice from the City of the amount of
PID Bond Fee due to the City. Upon receipt of the PID Bond Fee,the City agrees not to designate
the obligations planned for issuance as qualified tax-exempt obligations. Such payment is
compensation to the City for choosing to forego the designation of obligations as qualified tax-
exempt obligations, and the PID Bond Fee may be used for any lawful purpose of the City.
Section 15.03. Assignment.
gent.
(a) This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the Parties. The obligations, requirements or covenants to develop the Property,
including construction of the Public Improvements may be assigned to an Affiliate without the
prior written consent of the City. The obligations, requirements or covenants to the development
of the Property, including construction of the Public Improvements shall not be assigned to any
non-Affiliate without the prior written consent of the City Council, which consent shall not be
unreasonably withheld if the assignee demonstrates the financial ability to perform in the
reasonable judgment of the City Council. Each assignment shall be in writing executed by
Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the
extent this Agreement applies or relates to the obligations, rights, title or interests being assigned.
No assignment by Developer shall release Developer from any liability that resulted from an act
or omission by Developer that occurred prior to the effective date of the assignment unless the
City approves the release in writing. Developer shall maintain written records of all assignments
made by Developer to assignee, including a copy of each executed assignment and the assignee's
notice information as required by this Agreement, and, upon written request from the City, any
Party or assignee, shall provide a copy of such records to the requesting person or entity, and this
obligation shall survive the assigning Party's sale, assignment,transfer or other conveyance of any
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interest in this Agreement or the Property. The City shall not be required to make any
representations or execute any consent with respect to any assignment.
(b) Developer may assign any receivables or revenues due pursuant to this Agreement
or any Reimbursement Agreement to a third party without the consent of, but upon written notice
to the City. Provided, however, that notwithstanding the above, the City shall not be required to
make partial payments to more than two parties as a result of an assignment and shall not execute
any consent or other representations with respect thereto.
(c) The Developer and assignees have the right, from time to time, to collaterally
assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective
rights, title, or interest under this Agreement for the benefit of(a) their respective lenders without
the consent of,but with prompt written notice to,the City. The collateral assignment,pledge,grant
of lien or security interest,or other encumbrance shall not,however,obligate any lender to perform
any obligations or incur any liability under this Agreement unless the lender agrees in writing to
perform such obligations or incur such liability. Provided the City has been given a copy of the
documents creating the lender's interest, including Notice information for the lender, then that
lender shall have the right, but not the obligation, to cure any default under this Agreement within
thirty (30) days written Notice to the lender, not to be unreasonably withheld. A lender is not a
party to this Agreement unless this Agreement is amended, with the consent of the lender, to add
the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to
bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the
exercise of foreclosure or other rights by a lender,whether judicial or non judicial. Any purchaser
from or successor owner through a lender of any portion of the Property shall be bound by this
Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the
acquired portion of the Property until all defaults under this Agreement with respect to the acquired
portion of the Property have been cured. The City shall not be required to make partial payments
to more than two parties as a result of an assignment and shall not execute any consent or other
representations with respect thereto.
(d) The City shall not be required to acknowledge the receipt of any Assignment by the
Developer; however, to the extent the City does acknowledge receipt of any assignment pursuant
to this Section, such acknowledgment does not evidence the City's agreement, acceptance or
acknowledgment of the content of the assignment documents or any rights accruing thereunder; it
is solely an acknowledgment of receipt of the notice via mail, express mail or email.
(e) The City does not and shall not consent to nor participate in any third-party
financing based upon the Developer's assignment of its right to receive funds pursuant to this
Agreement or any Reimbursement Agreement.
Section 15.04. Table of Contents; Titles and Headings.
The titles of the articles, and the headings of the sections of this Agreement are solely for
convenience of reference, are not a part of this Agreement, and shall not be deemed to affect the
meaning, construction, or effect of any of its provisions.
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Section 15.05. Entire Agreement: Amendment.
This Agreement is the entire agreement between the Parties with respect to the subject
matter covered in this Agreement. There is no other collateral oral or written agreement between
the Parties that in any manner relates to the subject matter of this Agreement.This Agreement may
only be amended by a written agreement executed by all Parties.
Section 15.06. Time.
In computing the number of calendar days for purposes of this Agreement, all days will be
counted, including Saturdays, Sundays, and legal holidays. If the final day of any time period
(with respect to calendar days or Business Days) falls on a Saturday, Sunday, or legal holiday (as
observed by the City), then the final day will be deemed to be the next day that is not a Saturday,
Sunday, or legal holiday (as observed by the City).
Section 15.07. Counterparts.
This Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original, and all of which will together constitute the same instrument.
Section 15.08. Severability; Waiver.
If any provision of this Agreement is illegal, invalid, or unenforceable, under present or
future laws, it is the intention of the parties that the remainder of this Agreement not be affected
and, in lieu of each illegal, invalid, or unenforceable provision, a provision be added to this
Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid,
or enforceable provision as is possible.
Any failure by a Party to insist upon strict performance by the other party of any material
provision of this Agreement will not be deemed a waiver or of any other provision, and such Party
may at any time thereafter insist upon strict performance of any and all of the provisions of this
Agreement.
Section 15.09. No Third-Party Beneficiaries.
The City and the Developer intend that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any third party beneficiary, or any individual or entity other
than the City, the Developer or assignees of such Parties.
Section 15.10.Notice of Assignment. Developer shall not transfer any portion of the
Property prior to the levy of Assessments, except as provided in Section 3.05. Subject to
Section 15.03 herein, the requirements set forth below shall apply in the event that the Developer
sells, assigns, transfers or otherwise conveys the Property or any part thereof and/or any of its
rights, benefits or obligations under this Agreement. Developer must provide the following:
(a) within 30 days after the effective date of any such sale, assignment, transfer, or
other conveyance, the Developer must provide written notice of same to the City;
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DM-#8007326.12
(b) the Notice must describe the extent to which any rights or benefits under this
Agreement have been sold, assigned, transferred, or otherwise conveyed;
(c) the Notice must state the name, mailing address, and telephone contact information
of the person(s) acquiring any rights or benefits as a result of any such sale,
assignment, transfer, or other conveyance;
(d) the Notice must be signed by a duly authorized person representing the Developer
and a duly authorized representative of the person that will acquire any rights or
benefits as a result of the sale, assignment transfer or other conveyance.
Section 15.11. No Joint Venture.
Nothing contained in this Agreement or any other agreement between the Developer and
the City is intended by the Parties to create a partnership or joint venture between the Developer,
on the one hand, and the City on the other hand and any implication to the contrary is hereby
expressly disavowed. It is understood and agreed that this Agreement does not create a joint
enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever.
Neither Party shall in an), way assume any of the liability of the other for acts of the other or
obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or
actions proximately resulting from its own individual acts or omissions.
Section 15.12. Estoppel Certificates. From time to time within fifteen (15) Business Days
of a written request of the Developer or any future Developer, and upon the payment of a $100.00
fee to the City, the City Manager, or his/her designee is authorized, in his official capacity and to
his reasonable knowledge and belief, to execute a written estoppel certificate in form approved by
the City Attorney, identifying any obligations of a Developer under this Agreement that are in
default. No other representations in the Estoppel shall be made by the City.
Section 15.13. Independence of Action.
It is understood and agreed by and among the Parties that in the design, construction and
development of the Public Improvements and any of the related improvements described herein,
and in the Parties' satisfaction of the terms and conditions of this Agreement, that each Party is
acting independently, and the City assumes no responsibility or liability to any third parties in
connection to the Developer's obligations hereunder.
Section 15.14. Limited Recourse.
No officer, director, employee, agent, attorney or representative of the Developer shall be
deemed to be a Party to this Agreement or shall be liable for any of the contractual obligations
created hereunder. No elected official of the City and no agent, attorney or representative of the
City shall be deemed to be a Party to this Agreement or shall be liable for any of the contractual
obligations created hereunder.
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Section 15.15. Exhibits.
All exhibits to this Agreement are incorporated herein by reference for all purposes
wherever reference is made to the same.
Section 15.16. Survival of Covenants.
Any of the representations, warranties, covenants,and obligations of the Parties, as well as
any rights and benefits of the Parties, pertaining to a period of time following the termination of
this Agreement shall survive termination.
Section 15.17. No Acceleration.
All amounts due pursuant to this Agreement and any remedies under this Agreement are
not subject to acceleration.
Section 15.18. Conditions Precedent.
This Agreement is expressly subject to, and the obligations of the Parties are conditioned
upon the City levy of the Assessments and the issuance of the PID Bonds or approval of a
Reimbursement Agreement.
Section 15.19. No Reduction of Assessments.
Following the issuance of each series of PID Bonds, the Developer agrees not to take any
action or actions to reduce the total amount of the Assessments levied in payment of such PID
Bonds. The Developer agrees not to take any action or actions to reduce the total amount of such
Assessments to be levied as of the effective date of this Agreement.
Section 15.20. Anti-Boycott Verification.
The Developer hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is
a contract for goods or services, will not boycott Israel during the term of this Agreement. The
foregoing verification is made solely to comply with Section 2271.002,Texas Government Code,
and to the extent such Section does not contravene applicable Federal law. As used in the
foregoing verification. 'boycott Israel' means refusing to deal with, terminating business activities
with,or otherwise taking any action that is intended to penalize, inflict economic harm on,or limit
commercial relations specifically with Israel, or with a person or entity doing business in Israel or
in an Israeli-controlled territory, but does not include an action made for ordinary business
purposes. The Developer understands "affiliate" to mean an entity that controls, is controlled by.
or is under common control with the Developer and exists to make a profit.
Section 15.21. Iran. Sudan and Foreign Terrorist Organizations
The Developer represents that neither it nor any of its parent company,wholly-or majority-
owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained
by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,Texas
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Government Code, and posted on any of the following pages of such officer's internet website
https:Hcompiroller.texas.gov/purchasing/does/sedan-list.pdf. https:Hcomptrolicr.texas.gov/ptirchasing/docs/iran-list.pdf. or
littps:Hcotnptroller.texas.gov/purchasing/does/fto-list.pdf. The foregoing representation is made solely to
comply with Section 2252.152, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law and excludes the Developer and each of its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The
Developer understands "affiliate" to mean any entity that controls, is controlled by, or is under
common control with the Developer and exists to make a profit.
Section 15.22. Governing Law.
The Agreement shall be governed by the laws of the State of Texas without regard to any
choice of law rules; and, subject to Section 13.6 herein, venue for any action concerning this
Agreement and the Reimbursement Agreement shall be in the State District Court of Harris
County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said
court.
Section 15.23. Conflict.
In the event of any conflict between this Agreement and any Indenture authorizing the PID
Bond, the Indenture controls. In the event of any conflict between this Agreement and the
Reimbursement Agreement, the Reimbursement Agreement shall control, except that in all cases.
Applicable Law shall control.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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DM-#8UQ7326.12
CITY OF BAYTOWN
By:
Name:
Title: City Manager
ATTEST:
City Secretary
[SIGNATURES CONTINUE ON NEXT PAGE]
Exhibit A—page 1
DM48007326.I2
RESPECTFULLY SUBMITTED,on this day of ,2021.
BAYTEN, LTD., a Texas limited partnership
By:
Its: General Partner
By:
Name:
Its:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of , 2021
by of , as General Partner of
Bayten, Ltd., a Texas limited partnership, on behalf of said limited partnership.
Notary Public, State of Texas
Exhibit A—page 2
DM-48007326.12
EXHIBIT A
PROPERTY DESCRIPTION AND DEPICTION
142.17 ACRES
PA(;I. 2 28 097 URFS.
I•l lI':N(T- North 12=3 1*29" West along the West Ittie ul this tract,the West line of*said called
90.5.367 acres and the Mast rit;hi-ut`-���I�' lHic of said C'rosh� Cedar Bayou Read for a distance of
934.32 feet to the PLACE OF liFGINNING and containing within t}tcse buundarics 28.687 acres
of land.
St IRVVYOR'S (T.R I I[ICA IT
I,.luliene Ilarrod. Registered Professional Lana Surveyor No. 4379.do hereby certih• that the
I'Oregoing field note.\kere prepared from an actual surveti made on the ground. under m\
sulk•rvi,ion, In I'cbruar� of 2020.prepared t►►r ust wish the ccrt;lin AI I A NSPS I and I isle
Sur\c\ ofe\en date, and all office survc\ made for purpose,of hrchanne an eshihlt of said
28.087 acres on Sehtenthrr 21. "(0)
WI FNFSS nt� hand and seal at Ita\towi. Icxas. this the 21 day ufti_htembvr, A 1) . 2020,
••♦.f..H•.•N.NN.1.w..•-N N•.fw
vienearrod JOLIENE HAPRCID
.1 MNM.N•N•.N•MNN�N N�•.w
R. 1). L. S. No. 4379
Ir
19-6129,28.087ar;e\h tdn doc\
1.+7 U� Au l_1r,c,tilt I�i:;
Exhibit A—page 3
DM-98007326.12
STATE OF TEXAS)
COUNTY OF HARRIS)
FIELD NOTES of a 49.8991 acre tract of land situated in the William Ritchie Surrey,Abstract 683,Harris
County,Texas.and being all of that same land conveyed by Tesco Assets,tLC to Key Oil Company by
Deed dated May 14,2019 and recorded under County Clerk's File rtRP•2019.205473 of the Official Public
Records of Real Property of Harris County.Texas, This 49.9991 acre tract of land is more particutarfy
described by the fofl!owing metes and bounds.to,wit:
NOTE: BEARINGS ARE LAMBERT GRID HEARINGS AND ALI.COORDINATES REFER TO THL TEXAS STATE
PLANE COORDINATE SYSTEM,SOUTH C1 KTRAL ZONE,NAD 83. ALL DISTANCES ARE ACTUAL DISTANCES
SCALE FACTOR t 1400000. REFERENCE IS MADE TO THE MAP OF EVEN DATE ACCOMPANYING THIS
METES AND BOUNDS DESCRIPT(ON.
BEGINNING at a 9 inch iron rod,with sharp tip,found in the South right-of-way line of Interstate
Highway 10(feeder road.right-ol-way width varies)at the Northeast corner of that certain'called'
90 5467 acre tract conveyed by Shelax USA,Inc,to Sowell land Partnets•Baytown.L.P.by Deed dated
November 7.2006 and recorded under County Clerk's file 020060182293 of the Official Public Records
of Real Property of Harris County,Texas. Said point being the Northwest comer and POINT OF
BEGINNING of this tract and has a State Plane Coordinate Value of ya 13,863,746.24 and Xo3,250,287.40;
from which a%inch Iron rod,with cap(8HA),set for the Northwest corner of said taped 90.5467 acres
bears South 78'06'36'West 1498.09 feet.
THENCE: North 78'08'38'East along the North line of this tract and the South right-of-way line of said
Interstate Highway 10 for a distance of 824.51 feet to a 1 inch iron pipe found for the Northwest corner
of that cettain 3.673 acres conveyed by long,Patterson&Pye to Restless LLC by Deed dated December
16,2005 and recorded under County Clerk's File OY994034 of the OHlclai Public Records of Real Property
of Harris County,Texas. Said point being the Northeast comer of this tract and has a State Plane
Coordinate Value of ya13.863,9115.64 and X=3,251,094.34.
THENCE: South 12'29'20"East along the East fine of this tract,the West tint of said 3.673 acres,the
middle West tine of the residue of that certain 35.1890 acre tract conveyed by Four T Management,LI.0
to PMI Realty,LLC by Deed dated November 22,2013 and recorded under County Clerk's File
420IMS99456 of the Official Public Records of Real Property of Harass County,Texas;the West fate of
that certain 7.138 am tract conveyed by PMI Realty LLC to Phillips 66 Company by Deed dated October
2,2015 and recorded under County Clerk's File#201SO4S3054 of the Official Public Records of Real
Property of Harris County.Texas and the West tine of that certain 7.4872 acre tract of land conveyed by
I-Ten,LTD to Plarrtand ShammO Corporation by Deed dated December 2,1976 and recorded under
County Clerk's File OFOOSS03 of the Deed Records of Harris County.Texas,for a distance of 2636 97 feet
to a Y,inch iron rod found in the North line of that certain 11.185 acre tract conveyed by A.W.Hunt.it..
et ux.to Fxxon Pipeline Company by Deed dated May 9,1974 and recorded under County Clerk's File
NE 149918 of the Deed Records of Harris County.Texas.for the Southeast corner of this tract and the
Southwest corner of said 7.4872 acres. Said point has a State Plane Coordinate Value of
Exhibit A—page 4
DM-#8007326.12
PAGE 2—49.8991 ACRES.
Ya 13,861,341.07 and X-3,251,664.59.
THENCE: South 78'13'22"West along the South line of this tract,the North line of said 11.185 acres and
the North line of that certaln 9.5467 acre tract conveyed by Diamond Shamrock Corp.to Dalton A.
Clanton,et al,by Deed dated November 11,1977 and recorded under County Clerk's Fite 0370796 of
the Deed Records of Harris County,Texas for a distance of 824.51 feet to a K inch Iron rod,with cap
(BHA),set for the Southwest corner of this tract and the Southeast corner of said called 90.5467 acre
tract. Said point has a State Plane Coordinate Value of Y=13,861,172.78 and X=3,250,857.44;from
which an aluminum disk found for the Southwest corner of said called 90.5467 acres bears South
78"il'08"West 1496.50 feet.
THENCE: North 12'19'23"West along the West line of this tract and the East line of said called 90.5467
acres for a distance of 2635.83 feet to the PLACE OF 13EGINNING and containing within these boundaries
49.8991 acres of land.
SURVEYOR'S CERTIFICATE
1,Juliene Harrod,Registered Professional Land Surveyor No.4379,do hereby certify that the foregoing
field notes were prepared from an actual survey made on the ground,under my supervision,in January
of 2020 and that all lines,boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown,Texas,this the 3'd day of January,A.D..2020.
Ju+liee Harrod 11F
R.P.L.S.No.4379
19-9328.fdn.do" �Q%v�, (^ 7
Hutchison&Associates,Inc.
1209 Decker Drive,Suite 100 .IUL E HARR0f)
Baytown,TX 77520 % 43 �t •
Engineering Firm#F•267 'y•�:;
Surveying Firm 9100293 4)0 S U 1R`l
Exhibit A—page 5
DM-#8007326.12
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PAOF 2 61.8752 ACRES.
Ctwrdinatc Valuc of Y13.861,172-78 and X-3,250,857.44;frorn which a'/:inch iron pil
(lbund,bent)tears North U 1°18'36"East 0.63 feet and a'/:inch iron rod found for the Southeast
corner of*wdd culled 49,899) acres bears North 78'13'22"East 824.51 fret.
fl-IE:NCE; South 78°11'08"Wv,-,t along the South lint of this tract,the South line ormid called
90.5,167 acres,the C.usternmost North line of the;residue of said 0.5467 acres and the North line
or that certain 1.0000 acre true(conveyed by Jack Saunders,ct ux.to Harvey Oyler,111,et ux,by
I)ccd dated September 18. 1996 and recorded under County Clerk's life HSI31787 of the
Official Public Rccords of Real Property of I lams C'ounly,Texas and at 978.28 Icct the
Northeast corner of an existing mctul barn is South 0.65 feet;at 1027.41 feet,the North►►rst
corner of.aid harp is 0.26 feet South.at 1064.48 feet a point for the Nonhc.•ast corner ufa 75 Net
by 75 feet Cell lower Site dcscribrd in Easement Agreement Inure I)alton A.Clanton to Nextel
of Texas.Inc.by Instniment dated July 20.2998 And recorded under County (.'Icrk's File
UT192001 of the:Official Public Records of Real Property of I larris Count),Texas.from which a
A inch iron rod,will)cup(Ifullt Zollars)was found 0.77 feet Nonh;at 1139.48 feet a paint for
dw\orth►►•csl corner of said Cell 'I'o%vr Site.from which a 5'N inch iron reed(bent)way round
0.31 feet North.in all,a total distance of 1496.50 feel to an aluminum disk foovul in the East
right-of-►►sty line of said Crosby Cedar Bayou Road for the Southwest corner of this tract,file
Southwest corner of surd called 90.5467 aces and the Nonh%vst corner of aid 1.0000 acre tract.
Said point has a State:Plane Coordinate Value of Y-z 13.960.86639 and X~3,249,392.63.
T1f E:NCF, :North 12'31'29"West along the West line of this tract,the West line of said called
90.i467 acres and the.•least right-of--way line of said Crosh) Cedar Bayou Road for a distance of
1799 54 fi cl to tllc. the PLACE:OF BEGINNING and containing within thew Niundurics
61.8752 acres of land
SURVEYOR'S C'ERTIFIC'ATh.
1.Juliene I Iarroef.Registered Professional land Surveyor No.4379.do hereby certify that file
foregoing field notes►4cre prepared from an actual survcy etude on the ground,under my
.upervision,in Fehrwiry of'2020;prepared flor use with the pertain AlA*A,'NSI'S land'Title
Survey of even date.
WI 1'NE:SS my hand and seal at Bayiown,Tcxas.this the 12th duy of February.;1. D..2020,
OF r
Y�.-'•ic�•t C�•ti l'
'Lkf';Y
IMene Harrod ;,� 61
R 1' 1. S.No.4379 JUUENE HARROD
19-61219,61.8752ac kin doex tip d3 g �
111J4h01-.t1 l`.►/14�t 1.:t<1.I't y'.Q�, a`;•O
•
IZ(N tlttil:Gf eknt %t::{tYi y4••••i:•••• {
R.aiiv tt.TX 77510 $u f1q
Ca1�r.1N�I.n+ Rltlf:vi.t�•
Exhibit A—page 7
DM-#8007326.12
DESCRIPTION OF
1.7038 ACRES OR 74,217 SO. FT.
A TRACT C*PARCk CO"NtAINING 1 7038 ACRES OR 74,217 SQUARE FEET OF LAI-0 SITUATED LN THE G C DAMS
ABSTRACT NO 1472.HARRiS COUNTY TEXAS, BEING OUT OF A CALLED 12372 ACRE TRACT OF W 0 DESCRIBED iN
DEED 10 RAJDALL 8,NICMAALD.TRUSTEE RMB.LID,AS RECORDED UNDER HARM C004TY CtERC'S FtE I CC F I
Not.M3138 NS17Md.?4517M.M517857.NS17858 MN'G MORE PARTICULARLY DESCRIBED SY METES AND BOUNDS
AS FOLLOWS.PATH ALL 6EARlr,*S BASED ON THE TEXAS STATE PLANE COORDINATE SYiTEM,SOUTH CEN"IRAL IONS
(4AD 83)
BE('ANMNG AT A I n ltiClol IROU ROD FO°J`ID O•J Thti EAST c5GHT-OF-WAY LL'*(?.O W I OF NORTH MAIN STREET 1100'
R O W I.MARKING THE COMMON WEST CORN*P OF SAD 12 372 AC;?:TRACT A-ID OF AAAENMN--.r PLAT Of SAVVIEV/
APAaTAdENTS,AS RECO;Dc-D UNDER FILM CODE(F.0 I NO 497047 OF THE HARRIS CC VNTY MAP RECCRDS fy Cm R I
A?Z FCR THE NORrHMEST CORNER OF Tr:HIEREN DESCRIBED TRACT
THENCE. NCQTH 77 DEG 29 KP 4.05 SEC EAST.ALO`IG THE SOJM UNE OF SA'D AMEND.NG PLAT OF BAMEW
APAPTME'415.A(DISTANCE OF 428.02 FEET.TO A 2 r4CH:ROM Fir'c-FOUND O'J THE VEST R.O.W.L114E Of CRQ.CSY-
CEDAR BAYOU ROAD$GALLEY?EA'Q.O.W.)AS RECORDED IN VOL I0,PG 47 H.C.M R.AND MAVN- G THE CO Atvs..,Qti
EAST C:CRNER OF SAID 12,372 ACRE TRACT AND SAID AMEND'MG.PLAT OF SAriIEtA APARTMENTS AND FOR THE
NORTHEAST CDR`RE Of THE HEREIN D:SCR16_p TRACT
THENCE SOUTH 12 DEC- 32 Mt N 02 SEC,ALONG THE WEST 4 O W LINE OF SAID CROSBY•CEVAR BAYOJ ROAD.A
CISTANCE OF 80.00 FEET TO A CAPPED 518 INCH IRON ROD STAMPED"WiNDROSEl SET fAARf,l G THE SOJINEAST
CORNER GF THE KREstl DESCRIBED?TRACt:
THENCE SOUTH 77 DEC..29 MN.05 Sc-C.WEST.OVER A.•ID ACROSS SAID 12 372 ACRE TRACT,A 037A`ICE OF 927 41
F EET TO A CAPPED 518 INCH 1RO`I ROD STAMPED'WNDROl4E-SET Oy THE EAST P O.W.LINE OF SAID NORTH
STREO,0.tk:ZW4G TI}+E SGiITHWEST C:OPNEP OF AIf HEREIN DES(:?.BED TRACT
THENCE NMH 12 DEG.58 l nw 05 SEC WEST.CONTIN.L11NG ALONG THE EAST R O W 11,+=OF SAID N'09TH l tAPI
STREET.A DISTANCE CIF W 00 FEET,TO THE PLACE OF BEGINNING AN01 COWjM4-`.rG 11M8 ACRES OR 74 211 S7UAR,
FEET OF L.o*AS SPOVo"4 O`J Jd6 NO.&I.S22.1 703$oc-cat I PREPARED BY WINDROSE LARD S=RVICES
1E� r
_LUCAS e.DAVTDT pa•2t3•:020
IUCAS G DAV:S '"g 9 S 9 9 r DATE:
R P LS NJ0.6699 ��`•�'"e80Y°a'�A
STATE OF TEXAS �`••••••••• 'i.
MIA PEGSTRATIOH NO 101(M38W S u
Exhibit A—page 8
DM-#8007326.12
s�
rill.
i$ �
e
x ,
i
Exhibit A—page 9
UM-48007326.12
EXHIBIT B
PLANNED UNIT DEVELOPMENT
[See attached]
Exhibit B--page 1
DM•#8007326.12
THE CROSSINGS AT BAYTOWN
PLANNED UNIT DEVELOPMENT
+ 140.4 Acres
Prepared For:
BAYTEN, LTD.
PREPARED BY:
Myp
ROETA
24275 Katy Freeway, Suite 200
Katy, TX 77494
Exhibit B—page 2
DM-#8007326.12
APPROVED: MARCH 2O21
TABLE OF CONTENTS
I. Introduction
a. Purpose
b. Location and Existing Conditions
II. Project Description
a. Character of Community
b. Compliance with Comprehensive Plan and Future Land Use Plan
c. Proposed Land Use Districts
d. Permitted Uses
e. Traffic and Circulation
III. Development Standards
a. Roadway Design
b. Walkways, Connectivity and Community Features
c. Commercial Development Regulations
d. Multifamily Development Regulations
e. Townhome (Attached) Development Regulations
f. Townhome (Detached) Development Regulations
g. Single Family Residential Development Regulations
h. Community Signage
i. Open Space/ Parkland Dedication
j. Subdivision Plats
k. Definitions
I. Drainage
IV. Existing Utilities
a. Water
b. Wastewater
c. Electrical lines
V. Deferred Approval of Master Site Development Plan for +I- 30 Acre
Commercial Tract
Exhibit B—page 3
DM-#8007326.12
VI. Phasing and Development
VII. Exhibits
a. Area Map
b. Existing Conditions
c. Legal Description
d. Conceptual Development Plan
e. Land Use Plan
f. Circulation Plan
g. Cross Sections
1) East-West Collector Cross Section
2) North-South Collector Cross Section
3) 80' Collector Cross Section
4) Local Street Cross Section (Townhome attached)
5) Local Street Cross Section (Townhome detached)
6) Local Street Cross Section (Single Family Residential)
h. Open Space, Trails and Amenity Plan
1) Site Furnishing
2) Planting Palette
3) Monument Signage and Entry Concepts
4) Monument Signage and Fencing
j. Architectural Character
1) Commercial Elevations
2) Multi Family Elevations
3) Townhomes (attached) Elevations
4) Townhomes (detached) Elevations
5) Single Family Elevations
k. Phasing
Exhibit B—page 4
DM-#8007326.12
I. INTRODUCTION
a. Purpose
This application has been prepared on behalf of Bayten, Ltd., pursuant to the
City of Baytown's Ordinances related to a Planned Unit Development (PUD)
including City Code Sec. 2.08 of the Unified Development Code (PUD
Ordinance). The purpose of the PUD is to allow for a variety of residential,
multifamily and commercial uses with cohesive circulation and amenity
elements. In order to obtain a development with optimal variety and
marketability, the development will incorporate a range of residential products
and commercial uses that will all interact to create a quality mixed use
development. This PUD will establish development regulations and
standards that will ensure quality development, consistent with the intent of
the Baytown Subdivision and Zoning Ordinances.
b. Location and Existing Conditions
The Crossings At Baytown PUD is located on a ± 140.4 Ac. tract located in
Baytown Texas at the southeast corner of IH 10 and Crosby Cedar Bayou
Road about 1,000' east of North Main Street; the property is currently
undeveloped. Interstate Highway 10 comprises the entirety of the northern
Exhibit B—page 5
DM48007326.12
boundary and Crosby Cedar Bayou Road is the entirety of the western
boundary. Inside the eastern property line are two drainage easements, one
of which is dedicated to the Harris County Flood Control District. Together,
the two easements total 50' in width. As the drainage easements travel along
the entirety of the eastern boundary and approach the southeastern property
corner,they turn west and widen to 1 00'for approximately 400' in length. The
property contains no existing streets, pipelines, or pipeline easements. The
property partially within FEMA Flood Zone A (100 year). All existing Right-of-
Way adjacent to the tract are at ultimate width, no additional widening is
required. See Exhibit A—Area Map and Exhibit B — Existing Conditions and
Exhibit C — Legal Description.
The land immediately surrounding the subject property is comprised of few
light industrial buildings to the east, undeveloped acreage, a private
residence and a cellular communications tower to the south, and an existing
apartment complex to the west across Crosby Cedar Bayou Road. An
existing pipeline runs outside the southern boundary, almost parallel, and
wraps around the southeastern corner of the property into a Phillips 66
pipeline substation located adjacent to the same southeast corner.
The property is currently zoned to Open Space/Recreation. The same zone
is designated on all property to the south and west. There is a light industrial
tract immediately east, with the remainder of all property to the east being
zoned to Open Space/Recreation.
The proposed development will incorporate a mix of residential, multi family
and commercial uses that will be compatible and consistent with the
surrounding area. Recreational amenities will also be incorporated
throughout the residential components.
Exhibit B—page 6
DM-48007326.12
II. PROJECT DESCRIPTION
a. Character of Community
The project will be a mixed-use development composed of various
commercial, office, mixed use, multifamily and residential uses, all connected
via proposed pedestrian-friendly collector streets. Utilizing zoning districts,
the density will gradually increase as you traverse the property from south to
north.
The community will feature open spaces that will benefit each component of
the development. A lake and park will be within walking distance of all
residential portions of the development. The lake will include a water feature
and will be surrounded by a trail system that will traverse the residential
section of development and tie into street-side sidewalks. Additionally,
attractive signage and wayfinding elements will be provided to give direction
while utilizing these trails. All these amenities will offer the opportunity to
create an outdoor environment that will be a focal point of the community.
The project will be a unique development with integration of various
components that come together to ensure the community is developed to be
a high quality, cohesive, and walkable place. The development will provide a
variable product to meet a demanding market and offer a lower maintenance
residential product. The products that are being contemplated within the
development will capture a segment of the population that has been
underserved within the Baytown housing market. The PUD will allow for the
necessary flexibility of land uses that allow for the opportunity to create a
desirable mixed-use development that promotes convenience and livability
for a wide variety of residents. See Exhibit D—Conceptual Development Plan
b. Compliance with Comprehensive Plan and Future Land Use
Plan
The Baytown 2025 Comprehensive Plan designates this area on the Future
Land Use Plan as Commercial/High Density Residential and Single Family
Residential.
Within the Comprehensive Plan, Commercial/High Density Residential calls
for areas that include the following development types:
• Townhomes
Exhibit B—page 7
DM-48007326.12
• Multifamily dwellings
• Retail Centers
• Office
• Retail Distribution
Additionally, high density residential areas may serve as buffers between
arterial roadways, such as IH 10, and low-density residential areas.
Single Family Residential, or"Residential" as detailed in the
Comprehensive Plan, should represent one-family detached dwellings.
Additional uses may include public spaces, such as parks. The Crossings
At Baytown PUD has already prioritized these design considerations and
will incorporate components listed above. The development will be in
compliance with the city's Comprehensive Plan and will meet the intended
goals of the City of Baytown.
c. Proposed Land Use Districts
The base zoning district for The Crossings At Baytown PUD will be Livable
Center, as depicted in Exhibit E - Land Use Plan. Within this single base
zoning district, will be multiple land use types, each with unique regulations
and standards. The various land use types are specified below. This will allow
the mix of uses and product types necessary to create the desired Mixed-Use
development. See approximate acreages in the below table.
Land Use Designation Acreage* Percentage
Commercial +/-34.0 24.2%
Townhome attached +/- 16.9 12.1%%
Multi family +/- 15.5 11.0%
Townhome detached +/- 16.6 11.8%
-Single Family Residential +/-26.1 18.6%
-Open Space +/-27.0 19.2%
Right of Way Collector road only) +/-4.3 3.1%
Total +/-140.4 100%
*Acreages are approximations and may vary slightly at the platting/site plan
stage.
The acreages of each land use designation may vary slightly during platting
and development phases, however the locations of each land use
designation will remain as shown on Exhibit D.
Exhibit B—page 8
DM-#8007326.12
d. Permitted Uses
The following uses are permitted:
1) Livable Center District
a. Permitted
i. Permitted land uses shall be in accordance with Sec.209
and Table 2-2 of the ULDC and Liveable Center zoning. In
the case of any inconsistency with this document, uses and
conditions listed in this document shall apply.
ii. Home Occupations. Home occupations shall be
permissible in the uses listed below, in accordance with
Sec.2.10 (Condition B10) of the ULDC.
a. Multifamily dwelling
b. Single-family residential attached
c. Single-family residential detached
d. Townhome attached
e. Townhome detached
b. Prohibited Uses
i. Auto body
ii. Boat and recreation vehicle storage
iii. Billboards
iv. Cell towers
v. Credit access business
vi. Junk and Salvage yard
vii. Manufactured/mobile homes and manufactured/mobile
home parks
viii. Manufacturing
ix. Outdoor display, sales, or storage not accessory to a vehicle
or boat sales and leasing facility
x. Recreational vehicle parks
xi. Sandblasting
xii. Sexually oriented businesses
xiii. Small-box discount retail
xiv. Supply house
xv. Truck stop or travel center
xvi. Vehicle repair; commercial or non-commercial
xvii. Warehousing and distribution
c. Conditional Uses (See Conditional Land Use Matrix
i. Consumer showroom warehouse (See Al)
ii. Entertainment facilities, including bars, lounges, breweries,
distilleries, and wineries, and restaurants with alcoholic
beverage sales (See A2)
iii. Indoor self-storage (See A3)
Exhibit B—page 9
DM-98007326.12
iv. Mixed use (combination of any of the above uses), (See A4)
v. Telecommunication facilities (See A5)
vi. Utility Services (Water Plant, Waste Water Treatment Plant,
etc.), (See A6)
vii. Vehicle Fueling Stations with Minimart (See A8)
CONDITIONAL LAND USE MATRIX
Condition
Conditions
Reference
A maximum of 80 percent of the gross floor area of any unit or
i. multiple unit facility may be used for warehouse/distribution
activity;
No manufacturing,fabrication or assembly of products shall be
ii. conducted in any part of any unit, except for articles to be
merchandised on the premises;
Al Bay doors and loading zones shall not be facing 1-10, and shall be
located in side or rear yards only; and
Bay doors and loading zones shall be screened with an eight (8)
iv. foot tall masonry wall to attenuate light and noise and provide
visual obscurity.
Provide plantings as prescribed in Sec.18-1206.5(e)(2) of the
V. Baytown Municipal Code
Permitted in accordance with the restrictions under Chapter 6 of
A2 �' the Code of Ordinances.
Only permitted within fully enclosed, climate controlled, multi-
i. story structure where access to individual storage units is gained
from interior lobbies and corridors;
All exterior doors of all sizes shall be of a design comparable to
exterior doors of the quality and character of retail buildings. Roll-
up exterior doors are permitted if the doors are not visible from
public right of way;
A3 Exterior doors or loading zones used by consumers for
transporting items to and from interior storage units shall be
covered with a porte-cochere, covered awning, or canopy located
within the side or rear yard;
The design, materials, and finishes of the building exterior shall be
comparable to and consistent with the design, materials, and
iv. finishes associated with office and retail uses and buildings within
the PUD; and
Exhibit B—page 10
DM-N8007326.12
No business activities shall be conducted in a self-storage unit or
v. facility, except for rental of storage units and sale of storage
containers/boxes, locks, and packing supplies.
Use permitted on the ground floor of a mixed-use structure shall
exclude residential and multi-family uses. Leasing offices,gyms, or
A4 i. other amenities offered to residential/multi-family tenants may
be permitted on the ground floor for up to a maximum of 30%of
the total ground floor square footage.
Telecommunication structures must be similar in color, scale and
character to adjoining buildings or structures or blend with the
A5 i. landscaping and other surroundings immediately adjacent to
them so as to generally avoid the creation of unique visual objects
that stand out in the environment.
For electric substations, sewer pump stations, or any other free-
i.
standing utility facility,the above ground mechanical equipment
shall be screened to mitigate its negative visual impact
and safely secure the site;
ii.
The screening device shall consist of an eight (8) foot-tall masonry
A6
wall to attenuate light and noise, and provide visual obscurity.
Provide a transition buffer zone in accordance with Sec.18-
iii. 1206.5(e)(2) of the Baytown Municipal Code; and
iv.
Any associated utilities shall be buried, with the exception of
regional transmission lines.
A7 i.
Vehicle fueling stations must be an accessory and subordinate use
to a primary retail or consumer-oriented use/structure.
i. Repair work, if any, shall be done wholly inside of a building.
Vehicles and boats sold, rented and leased may not have a gross
ii. vehicle weight greater than 13,000 pounds.
Vehicle storage is subject to the outdoor storage conditions of this
iii. ordinance and must be kept behind opaque screening and in
A8 accordance with chapter 112 of the Code of Ordinances.
Vehicles that contain hazardous materials pursuant to the
standards of the state department of transportation, the state
iv. commission on environmental quality, or any other regulatory
agency of the state or federal government are not allowed to be
in such vehicle storage.
Exhibit B—page 11
DM-#8007326.12
e. Traffic and Circulation
The project will be accessed through a proposed 60' collector road that
will connect from Crosby Cedar Bayou Road on the west property
boundary to IH 10 on the north. See Exhibit F — Circulation Plan. This
will provide adequate connectivity to the existing thoroughfare system.
The Commercial tracts will have the option to access IH 10, proposed
collector road and Crosby Cedar Bayou Road via private driveways. All
internal circulation throughout the commercial tracts shall be
interconnected. In the event that any of the commercial tracts are
divided into multiple separate parcels, all parcels shall still provide
interconnected access to adjacent commercial tracts.
Access spacing from IH-10 shall conform to all applicable locational
criteria.
The proposed Multifamily portion will take direct access off the proposed
collector road. The townhome component will contain a series of local
streets and alleys which will serve for internal circulation. The local
streets will tie into the proposed collector road at multiple points. Access
to the single-family residential component will be provided through local
street connections to the proposed collector road as well as a
connection to Crosby Cedar Bayou Road.
Additionally, an 80' ROW will be dedicated between Crosby Cedar
Bayou Road to extend the proposed collector westward to North Main
Street, thus providing a connection to the north-south major arterial.
Through the proposed circulation, collectors will provide access to local
streets and local streets will provide access to alley ways (where
applicable). This utilization of the roadway hierarchy will ensure that
adequate circulation and access to adjacent collectors and freeway
frontage roads is provided. The traffic and circulation throughout the
development will be in conformance with an approved Traffic Impact
Analysis.
Exhibit B—page 12
DM-#8007326.12
III. DEVELOPMENT STANDARDS
Unless otherwise outlined in this document, all City of Baytown Subdivision
and Zoning regulations in place at the time this document is adopted shall
apply to the PUD. Any change to the below standards shall require a
variance or an amendment to the PUD. These development standards shall
control over any contrary provisions of the applicable base zoning district or
other provisions of the City Subdivision or Zoning regulations, including any
later changes thereof.
a. Roadway Design
The following roadway classifications shall be permitted within the PUD:
1) Collector
a. Minimum 60' right of way
b. Minimum 41' paving section or equivalent divided paving
section
c. Collector Roads shall be constructed as depicted on Exhibits
G 1, G2, & G3.
d. Collector Road entrances shall be constructed as depicted on
Exhibit H3
e. Street trees shall be provided at the calculations
i. Minimum of one (1) shade tree or ornamental tree for
every thirty (30) feet of right of way, along both sides of
the street.
ii. Trees may be spaced at intervals or planted in
groupings, so long as the total number provided meets
the minimum required above.
iii. Two (2) planting areas shall be provided for every 100
linear feet of right of way with a minimum of 200 square
feet each, consisting of plantings prescribed by the
cohesive landscaping palette. Credit may be provided
for existing trees over 5 caliper inches.
iv. The Director may approve adjustments to the location of
required trees and plantings at their discretion.
v. The roadway section from North Main Street to Crosby
Cedar Bayou Road shall also adhere to the street tree
and planting specifications prescribed above.
2) Minor/local Street
a. Minimum 50' right of way
b. Minimum 28' paving section or equivalent divided paving
section
c. Cul de sacs shall not exceed eight hundred (800) feet in
length
i. Cul de sac length shall be measured along the
centerline, from the point of the nearest intersection
to the center point of the cul de sac.
Exhibit B—page 13
DM-#8007326.12
d. Minor/local streets shall be constructed as depicted on
Exhibits G4, G5 & G6.
3) Alleys
a. Minimum 20' easement width
b. Paving shall be a minimum 16' in width
c. Shall be dedicated as a private easement
d. See below exhibit for reference only. The below exhibit
shall not be construed as requiring anything beyond the
standards prescribed in Section "e" of this document.
50'PUBLIC BOW
20MIN IOI
m
y K
b 2�
2U'PSIVATE ALLEY a
i
59'PUBLIC BOW
4) Points of Access
a. Any residential section (Townhome (attached), Townhome
(detached), or Single Family) within the PUD that contains
more than 30 lots must have two points of access. Points
of access shall be achieved through any of the following
methods:
i. Public and/or private right of way
Exhibit B—page 14
DM-#8007326.12
ii. Emergency Access Easement (to existing or future
development)
1. The easement shall be shown on the recorded
plat for residential section.
2. The easement shall be for emergency vehicle
access only, not for any other vehicular travel.
3. The easement shall have a gate where it adjoins
adjacent property. The gate shall be operable by
all emergency personal.
b. Shared Access
i. Cross-access easements are required and shall be
provided in accordance with article II of this chapter
ii. Connection access spacing
1. The location of any non-residential access
connection point to a public right-of-way, street or
alley shall be approved by the director prior to the
issuance of a construction permit.
2. If a tract of land which is to be divided, subdivided,
developed, or redeveloped has an existing access
connection point, this existing access connection
point does not need the approval of the director to
remain; provided that, the nature, character, or
volume of vehicular traffic to or from the tract of land
does not change. If the nature, character, or volume
of the vehicular traffic to or from the tract of land
changes due to the division, subdivision,
development, or redevelopment of said tract, then
all access connection points for the tract shall meet
the requirements of this code.
3. To provide for the safe ingress and egress of
vehicular traffic, to reduce the number of conflict
points, and to facilitate traffic flow within the public
right-of-way, non-residential access connection
points shall be placed no closer than the following
distances from an existing or proposed access
connection point, as measured between the
nearside edges of the vehicular traveled ways:
Exhibit B—page 15
DM-#8007326.l2
Posted or statutory speed Distance
<30 200
35 250
40 300
45 350
>-50 425
4. When the separation requirements for non-
residential connection access points cannot be
achieved because of the location of existing or
proposed access connection points, the director
may grant a separation variance for a connection
access point provided the applicant provides
documentation showing all of the following:
a. The minimum separation requirements cannot
be met due to existing or proposed access
connection points;
b. The applicant has made good faith efforts to
obtain cross access from an adjacent land-
owner, who can provide the applicant with an
acceptable connection access point to public
right-of-way, and failed. This good faith effort is
to be documented and provided as part of the
variance submittal process; and
c. Access cannot be obtained from any other public
right-of-way or private access connection point.
5. When granting a separation variance, the director
will indicate the approved location of the connection
access point.
c. Driveway Alignment
i. Proposed access connection points shall align with
existing and proposed access connection points on the
opposite side of the public right-of-way, street or alley
and meet the minimum separation requirements from
existing and proposed access connection points on
both sides of the public right-of-way, street or alley.
Exhibit B—page 16
DM-#8007326.12
Access connection points must be aligned with existing
median openings or meet the access point separation
requirements treating the median openings as a
connection access point.
ii. Connection access points proposed along a public
right-of-way, street or alley which is physically divided
by a non-traversable median or other method are not
required to align with or meet the connection access
point separation to, from or with a connection access
point on the opposite side of the physical divide.
iii. Cross-median access shall not be granted, allowed or
provided for when a proposed connection access point
does not align with or meet the connection access point
separation to, from or with a connection access point
on the opposite side of a physical divide.
iv. At an intersection where a public street terminates at
the intersection of a connecting cross street, a non-
residential connection access point on the cross street
in alignment with the terminating street must safely
accommodate the cross section of the intersection
street.
v. Residential connection access points shall not be
placed within the intersection of two streets or alleys.
vi. Residential connection access points shall maintain a
minimum spacing of 30' from an adjacent, parallel
publicly traveled way.
vii. Connection access points shall not be placed within
acceleration, deceleration, left-turn or right-turn lanes.
viii. Driveways are not allowed within signalized
intersections unless a variance from the director is
granted; provided:
1. The driveway's egress approach traffic volume is at
least half of the approach volume for the opposing
intersection approach.
2. The cross-section of the proposed driveway aligns
with and can accommodate the traffic flow from the
intersecting approach.
3. The minimum connection access point spacing for
all other connection access points is maintained.
4. The driveway's egress approach traffic would satisfy
either Warrant 1 or Warrant 2, as described in
Chapter 4 of the Texas Manual on Uniform Traffic
Control Devices.
Exhibit B—page 17
DM-#8007326.12
ix. Residential lots may have only one connection access
point to publicly maintained rights-of-way or alleys
unless:
1. The frontage for the lot exceeds 75 feet in width;
2. The connection access points are connected, as
with a circular drive;
3. The total number of connection access points for
the lot does not exceed two;
4. The spacing between the connection access points
is at least 40 feet;
5. The width of each connection access point is no
greater than 16 feet; and
6. All other connection access point connection
spacing requirements are met.
x. Residential connection access points may not be made
with roadways classified as a collector or greater
without approval of the director.
d. Design
i. All connection access points are to be designed in
accordance with the current city driveway standards.
ii. The width of a driveway is measured at the right-of-way
line.
iii. Non-residential driveways located on collector streets
or above shall have a minimum throat depth of 20 feet,
measured from and perpendicular to the right-of-way
line.
Exhibit B—page 18
DM-#8007326.12
b. Walkways, Connectivity and Community Features
To ensure connectivity and access throughout all uses within the PUD,
an overall sidewalk/walkway system must be provided between uses. All
sidewalks shall have a broom finish with a picture frame border. Exhibit
H shows a preliminary route of the community trail system. Final location
and alignment of the trails will be determined at the time of construction
plans. The following standards shall apply:
1) Freeways
a. A five (5) foot wide joint use trail shall be provided along
the East Freeway (Interstate Highway 10) at the time that
shared access points and drives are constructed.
2) Arterial Streets
a. A five (5) foot wide joint use trail shall be provided along
the perimeter of the development, adjacent to Crosby
Cedar Bayou Road. This trail can be provided in the right-
of-way or within a sidewalk/trail easement.
3) Collector Streets
a. A sidewalk is required along the internal collector road.
The sidewalk shall be provided by either;
i. Two— six (6) foot wide sidewalks, one on each side
of the street
ii. All sidewalk widths are minimums and may be
increased if desired by the developer.
4) Local Streets
a. Two —five (5) foot wide sidewalks, one on each side of the
street
b. To be constructed by builders as each lot is developed.
c. May be constructed at back-of-curb for the detached
townhome sections of the development.
5) Around Lake/Detention Area
Exhibit B—page 19
DM-98007326.12
a. A trail must be provided and make a full loop around the
lake/detention area. The trail must be a minimum of eight
(8) feet in width and must be paved with concrete, asphalt
or decomposed granite
6) Trail system linking public parks/open space
a. Trails must be provided to connect open spaces and parks
to the overall neighborhood sidewalk system
i. Trails must be a minimum of six (6) feet in width and
must be paved.
7) Maintenance
a. All sidewalks may meander in and out of the right of way if
a platted landscape and sidewalk easement runs adjacent
to the right of way. If the sidewalk meanders in and out of
the right of way, then the sidewalks would be maintained
by the Home Owners Association (HOA) and, or the
Property Owners Association (POA).
8) Fencing
a. Community fencing shall be provided along the perimeter
of all single family residential or townhome (attached or
detached) development where it is adjacent to a collector
road or higher road classification.
b. The fencing must be consistent with Exhibit H4.
c. The fencing shall be precast concrete panels with stone
masonry columns a minimum of every 200'. Columns must
also be provided at all corners.
d. Residential fencing along the southern boundary of the
PUD shall provide a top rail and rot boards. Stone masonry
columns shall be provided every 200' and at all corners.
9) Materials
a. All sidewalks shall be constructed with all-weather,
concrete pavement.
10)Streetlights
a. A standard streetlight fixture must be selected and utilized
throughout the entire PUD subject property. Per Exhibit
H1, the fixture shall be Granville Luminaire with Katy Post
Pole.
b.
c. Commercial Development Regulations
Commercial Development shall conform with Exhibit J1 and the
following regulations:
Exhibit B—page 20
DM-98007326.12
Lot Regulations
Setbacks
Lot Area Minimum Maximum
(Minimum Lot Width Height Lot
District Sq.Ft.) Front Side Corner Rear Maximum(Ft) Coverage
5'when
adjacent
to right-
of-way/0'
between
Livable individual
Centers 10,000 50' 1 20' 1 buildings 1 15' 1 5' 1 60' 1 90%
1) Parking
a. Shall comply with Chapter 112 of the City of Baytown Code of
Ordinances.
b. Bicycle parking must be provided on each commercial tract.
2) Landscape, trails and Screening
a. A cohesive landscape palette shall be utilized for all
landscaping in public areas throughout the commercial
development. This includes commercial development,
landscaping along public right of ways, parks, detention areas
and public open spaces. See Exhibit H2 for planting palettes.
b. Unless specified otherwise, all landscaping and screening
requirements for this section shall comply with applicable
standards prescribed in the ULDC.
c. IH-10 Streetscape
i. The streetscape along the interstate shall be installed in
accordance with Sec. 18-1206, regardless and outside of
any easements or encumbrances on the property.
d. Landscape Buffer
i. A landscape buffer a minimum of twenty (20) feet in width
is required along any shared property line between
commercial and residential (multi or single family) uses.
1. The landscape buffer shall include a minimum of one
tree for every 30' feet, spaced evenly or grouped
together.
2. The buffer must be composed of sod, mulch and/or
vegetative ground cover. No paving is permitted within
this area.
3. See Exhibit H2 for planting palettes.
Exhibit B—page 21
DM-#8007326.12
3) Architectural Character
a. All Commercial Development shall utilize a cohesive
architectural character and material palate. See Exhibit J1.
The following elements shall be incorporated on all future
uses:
i. Building Articulation
1. There shall be a minimum of one (1) architectural relief
for every 50' of elevations. Relief shall be provided thru
the following means:
a. Change in roofline (gable, overhang, roof pitch
shift, etc.)
b. Building elevation being recessed or protruding
by minimum of one (1) foot.
c. Columns
d. Cornice or parapets
e. Canopies, awnings or porticos
f. Other features approved by the Planning
Director
2. All bay doors, service and mechanical areas, delivery
and/or loading zones, etc. shall be located pursuant to
conditional land use matrix A-1, iii.
3. All rooftop equipment must be screened from view
ii. Materials
1. Each use shall incorporate a minimum of three (3)
materials and a maximum of five (5).
2. Each building shall be 100% masonry with the following
exception:
a. Accent materials are permitted for architectural
variation but shall not exceed 20% of the overall
building elevation.
i. Non masonry accent materials may
include the following:
1. Cementitious Fiber (Hardie)
2. Architectural metal panels
3. Treated wood
3. The following materials shall be considered masonry:
a. Brick
b. Stone
c. Concrete (tilt wall)
d. 3-part Concrete Stucco
e. Decorative C M U
Exhibit B—page 22
DM-98007326.12
4. All color selections shall be harmonious with adjacent
development within the site
a. The use of high-intensity colors, neon, or a
fluorescent color is prohibited. Neon tubing
shall not be an acceptable feature for building
trim or accent areas.
iii. Supplemental Standards
1. Dumpsters Enclosures
a. Must be screened by 100% masonry walls
b. Must be constructed of the same material(s)
used on the primary building
c. Must be located out of sight of the public right of
way, within a rear or side yard. Must adhere to
all setbacks.
d. Enclosure shall be bordered by shrubs that are a
minimum of two feet in height when measured at
time of planting.
2. Load zones, mechanical and service areas, and non-
residential rear access drives
a. Loading zones, mechanical and service areas,
and rear access drives for delivery or waste
hauling vehicles shall be screened from public
view in accordance with following provisions:
i. Screening walls constructed of masonry
materials complementary to those used in
the construction of the principle
structure(s).
ii. Screening walls shall be at least one foot
taller than any service or delivery vehicle
within the loading zone, mechanical and
service area, or non-residential rear
access drive.
iii. Commercial-grade landscaping lattice or
trellis platforms, permanently attached or
affixed to the screening wall and to
accommodate plantings of evergreen
vines.
iv. Lattice or trellis platforms shall be no less
than five feet wide and less than one foot
shorter than the height of the required
screening wall. Lattice or trellis platforms
shall be spaced no more than five feet
apart on the masonry screening wall.
Exhibit B—page 23
DM-48007326.12
V. Evergreen vines shall be a minimum of two
feet in height immediately after planting. Vines
shall be adequately watered and maintained at
all times.
Exhibit B—page 24
DM-#8007326.12
d. Multi-Family Development Regulations
Multi-family development shall conform with exhibit J2 and the
following regulations:
1) Lot Regulations -
Setbacks
Maximum Lot Area Interi Height
Units Per Acre (Minimum Minimum or Maximum(Ft) Maximum
(Garden Sq.Ft.) Lot Width Front Rear Side Corner Side (Garden Lot
District Style/Urban*) (Ft) (Ft) (Ft) (Ft) Style/Urban*) Coverage
Livable
Centers 25/50 1.25 Acre 60' 25 10 10 10 40/60 80%
* Garden style is defined as traditional apartment homes with exterior access and
multiple individual buildings within a single complex
Urban Style is defined as apartment homes with over 30 units per acre.Typically,all
units are contained within a single building.All access to the units is from a common
interior corridor.
2) Mixed Use facilities are encouraged.
a. Mixed use is defined as a single building with multiple uses
within one building. Example: retail on ground level and
residential above.
3) Parking —
a. Shall comply with the Chapter 112 of the City of Baytown
Code of Ordinances.
4) Landscape and Screening
a. In addition to the minimum landscape standards as specified
in the City of Baytown Ordinances, the following additional
requirements shall be met:
i. A cohesive landscape palette shall be utilized for all
landscaping in public areas throughout the multifamily
development. This includes commercial development,
landscaping along public right of ways, parks, detention
areas and public open spaces. See Exhibit H2 for planting
palettes.
ii. Landscaping must be provided around the perimeter of all
primary buildings, with exception of elevations with garage
doors or similar vehicular access.
iii. Parking lot landscaping shall be broken up by landscape
islands. There shall be a minimum of one (1) every eight
(8) spaces.
b. Plantings and opaque screen shall be installed in accordance
with the Transition buffer zone prescribed in Sec.18-
1206.5(e)(2) along the eastern property boundary abutting the
existing drainage easement.
Exhibit B—page 25
DM-#8007326.12
5) Architectural Character
a. All multi family development shall be in compliance with the
architectural character, material palette and elevation
articulation as shown in Exhibit J2.
b. Materials
i. Each Multi-family building shall be a minimum of 90%
masonry along collector streets and 60% masonry on all
building elevations. The following materials shall be
considered masonry
1. Brick
2. Stone
3. 3-part Concrete Stucco
ii. Non Masonry materials include:
1. Cementitious Fiber (Hardie) Siding
2. Cementitious Fiber (Hardie) Panel
3. Treated Wood
4. Vertical Board and Batten
iii. Prohibited materials include:
1. Plywood
2. Untreated wood
iv. All color selections shall be harmonious with other
residential development in the PUD.
c. Building Massing
i. Horizontal wall planes longer than 30 feet in width shall be
segmented in to smaller sections by a structural or
ornamental minor facade offset (recess or projection) of a
minimum 10 feet wide.
ii. The height of such offsets shall be equal to the building's
height at the location of the offset.
iii. Exterior stairways shall be covered with a roof, roof
overhang, or porch and shall be incorporated into the
architectural design of the building rather than appearing
as an appendage to the building.
d. Minor architectural enhancements. All buildings or
developments shall be required to provide at least two of the
following elements:
Exhibit B—page 26
DM-#8007326.12
i. Each elevation of each building that is visible from the
right-of-way or adjacent property contains two types of
complementary masonry finishing materials and each of
the materials is used on at least 25 percent of the
elevation.
ii. A minimum of 15 percent of each elevation of each
building which is visible from the right-of-way or adjacent
property features patterned brickwork (not including
running bond or stacked pattern).
iii. At least one dormer is provided for each roof plane over
1,000 square feet in area that faces a public street. The
dormer must be appropriately scaled for the roof plane and
shall not be wider than the windows on the building
elevation below.
iv. All windows feature shutters. The shutters provided must be
operational or appear operational and must be in scale with the
corresponding window.
v. All windows are emphasized through the use of molding
around the windows, plant ledges, sills, shaped frames,
awnings, or another similarly related architectural element.
vi. Elevations within internal courtyards and/or elevations that
are not visible from adjacent rights-of-way or adjacent
properties shall not be required to satisfy these minor
architectural enhancement requirements.
e. Roof Treatments
i. A pitched roof of any style, including, but not limited to,
hipped, gabled or shed roofs shall be acceptable. The roof
must cover 100 percent of the total roof area, excluding
porches and porte-cocheres. No flat roof line shall be
visible.
ii. A parapet wall shall be acceptable if constructed so that no
flat roof shall be visible.
iii. No more than one color shall be used for visible roof
surfaces, however, if more than one type of roofing
material is used, the materials shall be varying hues of the
same color.
iv. All primary structures shall have a minimum roof pitch of
6:12.
1. Accent roofing features such as gables, overhangs, etc,
shall be permitted to have a minimum 3:12 roof pitch.
f. Accessory structures
i. All offices, amenity centers, pool houses, utility buildings,
detached garages, and other structures accessory to the
Exhibit B—page 27
DM-#8007326.12
primary multi-family buildings shall conform with the design
criteria within this section.
ii. Dumpsters and trash receptacles
1. Must be 100% masonry
2. Must be constructed of the same material(s) used on
the primary building
3. Must be located out of sight of the public right of way,
within a rear or side yard. Must adhere to all setbacks.
6) Amenities
a. The development shall provide a minimum of five (5) on-site
amenities as prescribed in this section.
b. The following items shall be classified as acceptable
amenities. Providing two or more of the same amenity shall
not count as multiple required amenities:
i. Swimming pool (minimum 1,000 square foot surface area)
with cooling deck (minimum ten feet wide in all areas).
ii. Centralized swimming pool (minimum 3,000 square foot
surface area) with cooling deck (minimum 20 feet wide in
all areas). This amenity shall qualify as two required
amenities.
iii. Ramada(s), arbor(s), and/or trellis(es) covering at least
2,000 square feet of recreation space.
iv. Playground (minimum 4.000 square foot area) with playscapes
and equipment.
v. A dog park which is at least 5,000 square feet in area which
satisfies the following requirements:
1. The dog park is enclosed by a minimum five-foot tall
vinyl coated chain link fence.
2. No side of the enclosure shall be shorter than 50 feet in
length.
3. One dog waste station which shall include a bag
dispenser and waste receptacle must be installed along
the perimeter of the enclosure for every 2,500 square
feet of the associated dog park.
4. One 25 square foot animal washing bay (with
associated plumbing) is provided in conjunction with
the dog park.
vi. One regulation size volleyball, basketball, tennis, or other
similarly related playing court. Each court shall count as an
amenity up to a limit of two.
vii. Fitness center and/or weight room (minimum 500 square
feet).
viii. Library and/or business center (minimum 500 square feet).
Exhibit B—page 28
DM-98007326.12
e. Townhome (Attached) Development Regulations
Townhomes (attached) development shall conform to Exhibit J3
and/or the following Regulations:
1) Lot Regulations
Setbacks
Units Per Acre Lot Area
Rear(Ft) Interior Corner Height Maximum
(Minimum Minimum Front Frontload Side Side Maximum Lot
District Sq.Ft.) Lot Width' (Ft) /alley (Ft) (Ft) (Ft) [overage
Livable
[enters 12 1,700 20' 10 10/20 0 10 45 80%
*when measured at the building line.
2) Parking
a. Parking shall comply with the below standards:
i. Two (2) off street parking spaces per dwelling unit. (a 2-car
garage may count toward this requirement) Visitor parking
spaces shall also be provided at a ratio of one (1) space
for every 10 units
1. The visitor parking may be provided by the following
means:
a. Head-in and/or parallel on street parking.
i. Parallel stall shall me a minimum of ten
(10) feet in width by twenty (20) feet in
length
ii. Head in stalls shall be a minimum of eight
(8) feet in width by eighteen (18) feet in
length.
b. Designated parking lots within open space or
park areas
3) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all
landscaping in public areas throughout the attached
townhome development. This includes, landscaping along
public right of ways, parks, detention areas and public open
spaces. See Exhibit H2 for planting palettes.
b. Landscaping within the Townhome (Attached) Development
shall be in compliance with the below chart:
66'8" 88'8" 110'8" 132'8"
Building Width 3 4
pack pack 5 pack 6 pack
1 gallon shrubs 27 36 45 54
3 gallon shrubs 18 24 30 36
15 gallon (tree) 3 4 5 6
Total 45 60 75 90
Exhibit B—page 29
DM-#8007326.t 2
4) Architectural Character
a. All attached townhome development shall be in compliance
with the architectural character, material palette and elevation
articulation as shown in Exhibit J3.
b. Each building must be a minimum of 60% masonry.
i. The following materials shall be considered masonry:
1. Brick
2. Stone
3. 3-Part Concrete
ii. Non Masonry materials may include:
1. Stucco board
2. Cementitious Fiber (Hardie) Panel
3. Cementitious Fiber (Hardie) siding
4. Vertical Board & Batten
5. Treated Wood
iii. Prohibited materials include:
1. Plywood
2. Untreated wood
c. Each home shall incorporate two (2) of the following features:
i. Dormers
ii. Recessed Entry
iii. Covered Porch or entry
iv. Box Windows, Bay Windows or similar protruding window
design
v. Shutters
d. Roofs
i. All structures shall have a minimum roof pitch of 5:12.
1. Accent roofing features such as gables, overhangs,
etc., shall be permitted to have a minimum 3:12 roof
pitch.
e. Unit Variation & Facade Depth
i. The architectural style of attached units shall vary; no
facade of adjacent attached units shall be identical. Front
facades shall have various depths to provide aesthetic
relief. Fagade depths must vary by at least 2 feet across
each building.
Exhibit B—page 30
DM-98007 326.12
f. Townhome (Detached) Development Regulations
Townhomes (Dettached) development shall conform with Exhibit A and the
following regulations:
1) Lot Regulations
Setbacks
Units Per Acre Lot Area Maximum
(Minimum Minimum Front Rear Interior Corner Side Height Lot
District Sq.Ft.) Lot Width- (Ft) (Ft) Side(Ft) (Ft) Maximum(Ft) Coverage
Livable 5'or
Centers 1 23 1 2,500 1 30' 1 15' 1 5' 1 5'/0'* 1 3' 1 45 1 80%
*0'setbacks must include a notation on the face of the plat designating which side of
the lot is the 0'setback.
2) Parking
a. Parking shall comply with the below standards:
i. Two (2) off street parking spaces per dwelling unit (a 2-car
garage may count toward this requirement)
ii. Visitor parking spaces shall also be provided at a ratio of
one (1) space for every 10 units
1. The visitor parking may be provided by the following
means:
a. Head-in and/or parallel on street parking.
i. Parallel stall shall me a minimum of ten
(10) feet in width by twenty (20) feet in
length
ii. Head in stalls shall be a minimum of eight
(8) feet in width by eighteen (18) feet in
length.
b. Designated parking lots within open space or
park areas
3) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all
landscaping in public areas throughout the detached
townhome development. This includes, landscaping along
public right of ways, parks, detention areas and public open
spaces. See Exhibit H2 for planting palettes.
b. Landscaping within the Townhome (Detached) Development
shall be in compliance with the below chart:
#per
unit
1 gallon shrubs 10
3 gallon shrubs 6
15 gallon (tree) 1
Tota 1 17
Exhibit B—page 31
DM48007326.12
4) Architectural Character
a. All attached townhome development shall be in compliance
with the architectural character, material palette and elevation
articulation as shown in Exhibit J4.
b. Roofs
i. All structures shall have a minimum roof pitch of 6:12.
1. Accent roofing features such as gables, overhangs, etc,
shall be permitted to have a minimum 3:12 roof pitch.
c. Each home must provide an aggregate amount of 50%
masonry materials.
i. The following materials shall be considered masonry:
1. Brick
2. Stone
3. 3 Part Concrete Stucco
ii. Non Masonry materials may include:
1. Stucco Board
2. Cementitious Fiber (Hardie) Panel
3. Cementitious Fiber (Hardie) siding
4. Vertical Board and Batten
5. Treated Wood
iii. Prohibited materials include:
1. Plywood
2. Untreated wood
d. Each home shall incorporate two (2) of the following features:
i. Dormers
ii. Recessed Entry
iii. Covered Porch or Entry
iv. Covered Back Patio
v. Bay Windows or similar protruding window design
vi. Shutters
vii. Gables and/or varying roof line
viii. Pillars/Posts
Exhibit B—page 32
DM-#8007326.12
ix. Two (2) or more materials on front facade
g. Single Family Residential Development Regulations
Single Family Residential development shall conform with Exhibit J5
and the following regulations:
1) Lot Regulations
Setbacks
Units Lot Area Height Parking Maximum
Per (Minimu Minimum Rear Interior Corner Maximum Requirements Zero Lot Lot
Acre m Sq.Ft.) Lot Width Front(Ft) (Ft) Side(Ft) Side(Ft) (Ft) (per Unit) Line(Y/N) Coverage
Livable 5'
Centers 9 4,840 50, 20' 10 10' 35 2 N 65%
2) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all
landscaping in public areas throughout the single family
development. This includes landscaping along public right of
ways, parks, detention areas and public open spaces. See
Exhibit H2 for planting palettes.
b. Landscaping within the Single Family Development shall be in
compliance with the below chart:
#per
home
1 gallon shrubs 25
5 gallon shrubs 15
15 gallon 3
4" caliper shade tree 1
Exhibit B—page 33
DM-#8007326.12
2" caliper ornamental
tree 1
Total 45
3) Architectural Character
a. All attached single family development shall be in compliance
with the architectural character, material palette and elevation
articulation as shown in Exhibit J5 and as provided below.
i. Each home must provide an aggregate amount of 75%
masonry materials.
1. The following materials shall be considered masonry:
a. Brick
b. Stone
c. 3 Part Concrete Stucco
2. Non-masonry materials may include:
a. Stucco Board
b. Cementitious Fiber (Hardie) Siding
c. Cementitious Fiber (Hardie) Panels
d. Vertical Board and Batten
e. Treated Wood
3. Prohibited materials include:
a. Plywood
b. Untreated wood
ii. All color selections shall be harmonious with other
residential development in the PUD. No primary colors are
permitted.
iii. Each home shall incorporate two (2) of the following
features:
1. Dormers
2. Recessed Entry
3. Covered Front Porch
4. Covered Back Patio
5. Bay Window or similar protruding window design
6. shutters
7. Gables/varying roof line
8. Cupola
9. Pillars/Posts
10.Two (2) or more materials on the front fagade
iv. Roofs
1. All structures shall have a minimum roof pitch of 6:12.
a. Accent roofing features such as gables, overhangs,
etc, shall be permitted to have a minimum 3:12 roof
pitch.
Exhibit B—page 34
UM-98007326.12
v. Accessory Dwelling Units, Structures, and Uses
1. Accessory dwelling units and structures shall be
regulated in accordance with Sec.2.10 (Conditions B1
and B2) and Sec.3.115 of the ULDC.
2. Residential accessory uses shall be consistent with
those permitted in the SF2 column within Table 2.5—
Residential Accessory Use Table of the ULDC, and
shall adhere to any condition(s) prescribed therein.
h. Community Signage
Signage within the PUD will conform to the City of Baytown Sign
Ordinance Chapter 118, as of the effective date of the PUD:
1) Neighborhood monumentation
a. Neighborhood monumentation is permitted at all entrances to
each separate platted section within the development,
individual sections, and intersections. Signage must be in
compliance with applicable sight triangle requirements. See
Exhibit H3 &H4 for monument signage.
Exhibit B—page 35
DM-98007326.12
i. Open Space/ Parkland Dedication
Lakes, detention, parks and open space areas account for
approximately 20% of the gross acreage of the project. This
calculation includes all parks, landscape reserves, landscaped right
of ways, power easements, drainage easements, trails, tot lots,
lakes, detention and drainage area, etc. These open spaces will
create a community that will encourage walkability and connectivity
from residential areas to commercial areas. See Exhibit H — Open
Space/Amenity Plan. The proposed open space amenities and the
approximate acreages are as follows:
Open Space Amenity Acreage*
Lakes/Detention +/-16.8
Drainage +/-7.4
Rec Center and Parks +/-2.8
TOTAL +/-27.0
*All acreages are preliminary and subject to changes as development occurs. Because detention
requirements may change, all acreages and locations of detention and open space within this
category may shift without triggering a PUD amendment.
1) The following amenities and/or improvements must be provided
within the development:
a. Amenities around Lake
i. A trail must be provided and make a full loop. The trail
must be in accordance with Section III(b)(5)(i) of the PUD.
ii. Lighting shall be provided along the trail (See Exhibit H1
for site lighting). The minimum spacing between light poles
along the trail shall be 150 .
iii. Benches shall be provided along the trail (See Exhibit H1
for site furnishing). Benches shall be placed at minimum of
one (1) bench per 600 feet.
iv. Cohesive landscaping utilizing the same landscape palette
used throughout the community (See Exhibit H2 for
planting palettes) providing the following:
1. Three (3) shade or ornamental trees per every 100
linear feet of trail shall be provided.
2. Two (2) planting area shall be provided for every
100 linear feet of trail with a minimum of 200 square
feet each, consisting of plantings prescribed by the
cohesive landscaping palette.
3. Credit may be provided for existing trees over 5
caliper inches.
4. The Director may approve adjustments to the
location of required trees and plantings at their
discretion.
b. Trail system linking public parks/open space
Exhibit B—page 36
DM-98007326.12
i. Trails must be provided to connect open spaces and parks
to the overall neighborhood sidewalk system. The trail
shall meet the following requirements:
1. Be in accordance with Section III(b)(6)(i) of this
PUD
2. Lighting shall be provided along the trail (See
Exhibit H1 for site lighting) in a manner prescribed
above.
3. Benches shall be provided along the trail (See
Exhibit H1 for site furnishings) in a manner
prescribed above.
4. Cohesive landscaping utilizing the same landscape
palette used throughout the community (See Exhibit
H2 for planting palettes) providing the following:
a. Three (3) trees per every 100 linear feet of
trail shall be provided. Required trees may be
grouped or spaced along the trail network.
b. Two (2) planting areas shall be provided for
every 100 linear feet of trail with a minimum
of 200 square feet each, consisting of
plantings prescribed by the cohesive
landscaping palette.
c. Credit may be provided for existing trees
over 5 caliper inches).
d. The Director may approve adjustments to the
location of required trees and plantings at
their discretion.
c. Parks
i. Parks must provide two or more of the following:
1. Playground
2. Pool
3. Picnic tables
4. Pavilion
2) All amenities, parkland, trails, etc, will be maintained by the Home
Owners Association (HOA) and, or the Property Owners Association
(POA).
j. Subdivision Plats
All subdivision platting within the PUD shall conform to Chapter 126
of the Baytown Code of Ordinances.
Exhibit B—page 37
DM-48007326.12
k. Definitions
Land uses presented in Section III(d) of this PUD shall conform to the
definitions prescribed in Article IV of the ULDC of the City of Baytown
as of the effective date of the PUD, with the following exceptions:
AGGREGATE shall mean the sum of all required masonry materials
provided for the entire structure.
COHESIVE LANDSCAPE PALETTE shall mean a landscaping design
principal guiding superior quality and aesthetics by emphasizing
massing and form over individual or small groupings of trees and
shrubs by utilizing various species that coordinate and contribute to
the overall character and interest of the built environment.
CONSUMER SHOWROOM WAREHOUSE means a hybrid retail
sales and warehousing facility for consumer products that—by nature
of the bulk quantities of product—requires a larger than normal storage
area ratio to sales and office area to maintain a normal operating
product inventory. A showroom warehouse is specifically not intended
to be a wholesale distribution and warehousing center. All activities
and storage shall be totally within an enclosed building; a maximum of
80 percent of the gross floor area of any unit or multiple unit facility
shall be used for warehouse activity; and no manufacturing, fabrication
or assembly operation shall be conducted in any part of any unit,
except for articles to be sold on the premises.
INDOOR SELF-STORAGE FACILITY means a building which
provides individual storage units of varying sizes, with access to such
units only from interior lobbies and corridors, offered for rent to
residential households and businesses on short and long-term leases.
PUBLIC VIEW means any area visible from any adjacent property or
public right-of-way.
TELECOMMUNICATION FACILITIES mean structures supporting
antennas for transmitting or receiving any portion of the radio
Exhibit B—page 38
DM48007326.12
spectrum, but excluding cell towers and noncommercial antenna
installations for home use of radio or television.
UTILITY SERVICE means facilities, including subsidiary stations, that
serve to distribute, transmit, transform, or reduce the pressure of gas,
water, or electric currents, including, but not limited to, electrical
transmission lines, gas transmission lines, and metering stations.
I. Drainage
Within the development, a wet bottom amenity detention lake will be a
combination of pumped and gravity outfall to the existing Harris County
Flood Control District Cary Bayou. It is anticipated that a minimum
detention volume of 0.79 ac-ft per acre of development will be
provided. In addition, a proposed condition flood study to raise the site
out of the FEMA mapped Zone A floodplain and determine if any
floodplain fill mitigation is required to confirm no adverse impact.
The Harris County Flood Control District has required a dedication of
additional easement to the already existing drainage easements on
the eastern boundary of the property. This enhancement will bring the
width to 110' of total easement for their total 186' easement needed
for the future widening project of Cary Bayou.
IV. EXISTING UTILITIES
Water
Water utilities are available surrounding the project via the Barkuloo
Annexation Utilities. There are three new segments being proposed along
existing roadways with the annexation:
1) Crosby Cedar Bayou Road/Barkuloo Road
a. Between I 10 and East Cedar Bayou Lynchburg Road
b. 10,629 linear feet
c. Twelve (12) inch water line
Exhibit B—page 39
DM-#8007326.12
d. Will tie into existing twelve (12) inch PVC waterline at I 10
frontage road
2) East Archer Road
a. Between Barkuloo Road and North Main Street
b. 1,772 linear feet
c. Twelve (12) inch water line
3) East Cedar Bayou Lynchburg Road
a. Between Barkuloo Road and North Main Street
b. 2,586 linear feet
c. Twelve (12) inch water line
Water service will be tapped along Crosby Cedar Bayou Road and brought
into the development via the proposed 60' right-of-way. Service will then
extend to each portion of the development.
If the future water lines along Crosby Cedar Bayou Road are not
constructed prior to the development of the subject property, a 12" water
line along North Main Street will be extended eastward along the proposed
80' east-west right-of-way and will be continued across Crosby Cedar
Bayou Road and along the proposed 60' right-of-way to service each
portion of the development.
Water capacity will be provided by the City of Baytown at adequate
pressure and capacity to serve the site without any offsite upgrades or
onsite storage boosters.
Wastewater
Wastewater utilities are available surrounding the project via the Barkuloo
Annexation Utilities. There are four new segments being proposed along
existing roadways with the annexation:
1) Crosby Cedar Bayou Road/Barkuloo Road
a. Between IH 10 and East Archer Road
b. 6,727 linear feet
c. Twelve (12) inch sanitary sewer line
d. Will tie into existing thirty-six (36) inch sanitary sewer gravity line
at I 10 frontage road
2) Barkuloo Road
a. Between East Archer Road and East Cedar Bayou Lynchburg
Road
b. 4,047 linear feet
c. Eight (8) inch sanitary sewer line
3) East Archer Road
a. Between Barkuloo Road and North Main Street
Exhibit B—page 40
DM-9$007326.12
b. 1,906 linear feet
c. Eight (8) inch sanitary sewer line
4) East Cedar Bayou Lynchburg Road
a. Between Barkuloo Road and North Main Street
b. 2,586 linear feet
c. Eight (8) inch sewer line
d. Will tie into existing sanitary sewer gravity line at North Main
Street
Other proposed sanitary sewer facilities include:
1) Lift Station near the intersection of Barkuloo and East Archer Roads.
2) Sixty (60) linear feet of six (6) inch diameter Force Main
Wastewater service will be tapped along Crosby Cedar Bayou Road and
brought into the development via the proposed 60' right-of-way. Service will
then extend to each portion of the development.
If the future wastewater lines along Crosby Cedar Bayou Road are not
constructed prior to the development of the subject property, a 21"
wastewater line along North Main Street will be extended eastward along
the proposed 80' east-west right-of-way and will be continued across
Crosby Cedar Bayou Road and along the proposed 60' right-of-way to
service each portion of the development.
Electrical Lines
Electrical utilities are available surrounding the project via existing overhead
power along the south side of the IH 10 frontage road as well as along the
west side of Crosby Cedar Bayou Road.
Exhibit B—page 41
DM-98007326.12
V. DEFERRED APPROVAL OF MASTER SITE DEVELOPMENT PLAN FOR
+/- 29 ACRE COMMERCIAL TRACT
The (+/-29 acre) commercial property, fronting on 1-10, shall not be developed
or subdivided in any manner prior to approval of a Master Site Development
Plan. The Master Site Development Plan shall provide the following
information:
1) Preliminary Parcel boundaries
2) Proposed land uses for each parcel
3) Primary entrance and exit points along Crosby-Cedar Bayou Rd., 1-10
Frontage and the proposed collector road.
4) The owner and/or developer shall submit Design Guidelines, CCR's
and/or deed restrictions that specify requirements for architectural
materials, building design, signage, landscaping, and pedestrian
circulation. These standards shall be in conformance with the
Commercial Development regulations and all other criteria specified
within this PUD document.
The Director of Planning & Development Services reserves approval
authority for the Master Site Development Plan. If the Director and applicant
fail to reach agreement on application and the content of the Master Site
Development Plan, the Plan will be forwarded to the Planning & Zoning
Commission for review and a recommendation forwarded to the City Council
for action.
VI. PHASING AND DEVELOPMENT
The development is intended to be constructed in +/- four phases. See
Exhibit K.
Phase I will consist of all the horizontal development, including the Main 80'
ROW from N Main to Cedar Bayou Road, the road from Cedar Bayou to I-
10 Frontage Road, the Amenity Lake w/water features, monument signage
and all drainage, sanitary and water. Construction to start immediately after
PID Approval & Road Approvals.
Phase II will consist of the development of the Meritage Homes Tract and
one half of the History Maker Homes Tract. This will include 119 Single
Family Lots (50'), 155 Detached Townhome Lots, 92 Attached Townhome
Units, wayfinding signage, neighborhood trail and a shared Park &
Community Pool. Also, included in this Phase will be 350 Units of Multi-
Exhibit B—page 42
DM-#8007326.12
Family developed by McGrath Development. Construction to start
approximately 6 months after PID Approvals or immediately after
substantial completion of the horizontal development (Phase 1).
Phase III will consist of the development of the other half of History Maker's
development which will be 92 Units of Attached Townhomes and the 5 Acre
Commercial Reserve development. The Commercial Reserve will consist of
a restaurant pad site featuring sit down dining (5,000 SF Bldg) and a Retail
building (25,000 SF). Construction start time will be 12-18 Months following
PID Approval.
Phase IV will consist of the 29 Acre Commercial Tract. The development on
this tract will include Retail, Residential, Restaurant, & Office Flex Space.
Construction start time for this tract will be 36+ Months after PID Approval.
At the time of initial development on the 29 acre tract, a Master Site
Development Plan in accordance with Section V. above, shall be submitted
of the entire 29 acre tract.
This proposed phasing and lot counts are based on preliminary projections,
but the final timing of development as well as the number of lots and
location of phases may be modified based on market conditions.
VII. EXHIBITS
The exhibits hereto are incorporated herein for all purposes and represent
the approved project (subject to revisions as permitted within this
document).
ExhibitA—Area Map
Exhibit B— Existing Conditions
Exhibit C — Legal Description
Exhibit D— Conceptual Plan
Exhibit E — Land Use Plan
Exhibit F — Circulation Plan
Exhibit G1 — East-West Collector Cross Section
Exhibit G2— North South Collector Cross Section
Exhibit G3— 80' Collector Cross Section
Exhibit G4— Local Street Cross Section (Townhome attached)
Exhibit G5— Local Street Cross Section (Townhome detached)
Exhibit G6 — Local Street Cross Section Residential Single Family
Exhibit H — Open Space/Trails and Amenity Plan
Exhibit H1 — Site Furnishings
Exhibit H2 — Planting Exhibit
Exhibit H3 — Monument Signage and Entry Concepts
Exhibit H4— Monument Signage and Fencing
Exhibit J1 — Commercial Elevations
Exhibit J2— Multi Family Elevations
Exhibit J3 —Townhome (attached) Elevations
Exhibit B—page 43
DM-#8007326.12
Exhibit J4—Townhome (detached) Elevations
Exhibit J5—Single Family Elevations
Exhibit K— Phasing
Exhibit B—page 44
DM-98007326.12
EXHIBIT C
PUBLIC IMPROVEMENT PROJECT COSTS
The Public Improvements and costs are estimates and final Public Improvements and costs shall
be as set forth in the applicable Service and Assessment Plan. The Service and Assessment Plan
will also include costs of issuance for the PID Bonds.
Exhibit C—page 1
DM-#8007326.12
History Maker Homes
WS&D(Excludes Alley) $ 1,185,000.00
Paving-Streets(Excludes Alley) $ 1,066,300.00
Contigency(10%) $ 225,130.00
Total $ 2,476,430.00
McGrath Development(Apts)
V✓S&D $ 746,190.00
Contigency(10%) 5 74,619.00
Total 5 820,809.00
5 Acres Retail
WSD 5 400,000.00
Engineering $ 60,000.001
$ 460,000.00
Parks&Green Areas
Improvements 5 300,000.00
Total 5 300,000.00
TOTAL 5 22,847,453.87
Total Traunch1 5 8,305,353.87
Total Traunch II $ 14,542,100.00
Total PID Costs $ 22,847,453.87
Exhibit C—page 1
DM-#8007326.12
EXHIBIT D
eserved
Exhibit C—page 1
DM48007326.12
EXHIBIT E
LANDOWNER CONSENT
CONSENT AND AGREEMENT OF LANDOWNERS
This Consent and Agreement of Landowner is issued by , A Texas limited
partnership, as the landowner (the "Landowner")who collectively hold record title to all property
located within The Crossings at Baytown Public improvement District(the "PID") created by the
City of Baytown pursuant to a petition of Landowner. Capitalized terms used herein and not
otherwise defined shall have the meaning given to such terms in the City's ordinance levying
assessments on property within the PID, dated , 2021, including the Service and
Assessment Plan and Assessment Roll attached thereto (the "Assessment Ordinance"). [TO BE
EXECUTED PRIOR TO THE LEVY OF ASSESSMENTS FOR EACH SERIES OF BONDS
WITH EACH PID PHASE]
Landowner hereby declare and confirm that they collectively hold record title to all
property in the PID which are subject to the Assessment Ordinances, as set forth on Exhibit A.
Further, Landowner hereby ratify, declare, consent to, affirm, agree to and confirm each of the
following:
I. The creation and boundaries of the PID, the boundaries of each Assessed Property,
and the Public Improvements for which the Assessments are being made, as set
forth in the Service and Assessment Plan.
2. The determinations and findings as to benefits by the City in the Assessment
Ordinance and the Service and Assessment Plan.
3. The Assessment Ordinance and the Service and Assessment Plan and Assessment
Roll.
4. The right, power and authority of the City Council to adopt the Assessment
Ordinances and the Service and Assessment Plans and Assessment Roll;
5. Each Assessment levied on each Assessed Property as shown in the Service and
Assessment Plan (including interest and Administrative Expenses as identified in
the Service and Assessment Plan and as updated from time to time as set forth in
the Service and Assessment Plan).
6. The Authorized Improvements specially benefit the Assessed Property in an
amount in excess of the Assessment levied on each Assessed Property, as such
Assessments are shown on the Assessment Roll.
7. Each Assessment is final, conclusive and binding upon such Landowners,
regardless of whether such Landowners may be required to pay Assessments under
certain circumstances pursuant to the Service and Assessment Plan.
Exhibit E- page 1
DM-#8007326.12
8. The then-current owner of each Assessed Property shall pay the Assessment levied
on the Assessed Property owned by it when due and in the amount required by and
stated in the Service and Assessment Plan and the Assessment Ordinance.
9. Delinquent installments of the Assessment shall incur and accrue interest,penalties,
and attorney's fees as provided in the PID Act.
10. The "Annual Installments" of the Assessments may be adjusted, decreased and
extended in accordance with the Service and Assessment Plan,and the then-current
owner of each Assessed Property shall be obligated to pay its revised amounts of
the Annual Installments, when due, and without the necessity of further action,
assessments or reassessments by the City.
11. All notices required to be provided to it under the PID Act have been received and
to the extent of any defect in such notice, Landowners hereby waive any notice
requirements and consents to all actions taken by the City with respect to the
creation of the PID and the levy of the Assessments.
12. That the resolution creating the PID, the Ordinance levying the Assessments, the
Service and Assessment Plan and a Notice of Creation of Special Assessment
District and Imposition of Special Assessment to be provided by the City. shall be
filed in the records of the County Clerk of Harris County, with copies of the
recorded documents delivered to the City promptly after receipt thereof by the
recording party, as a lien and encumbrance against the Assessed Property.
13. Each Assessed Property owned by the Landowner identified in the Service and
Assessment Plan and Assessment Roll are wholly within the boundaries of the PID.
14. There are no Parcels owned by the Landowners within the boundaries of the PID
that are not identified in the Service and Assessment Plan and the Assessment Roll.
15. Each Parcel owned by the Landowners identified in the Service and Assessment
Plan and Assessment Roll against which no Assessment has been levied was Non-
Benefited Property as of , 20 .
Originals and Counterparts. This Agreement may be executed in a number of identical
counterparts. each of which shall be deemed an original for all purposes.
[Execution page follows]
Exhibit E- page 2
DM-#8007326.l2
IN WITNESS WHEREOF, the undersigned has caused this Agreement and Consent of
Landowner to be executed as of , 2021.
LP,
a Texas limited partnership
By:
By:
By:
Name:
Its
STATE OF TEXAS
COUNTY OF HARRIS §
This instrument was acknowledged before me on the day of ,
20 by as, a Texas limited liability company on behalf of said
company.
Notary Public, State of Texas
Exhibit E-page 3
DM48007326.12
EXHIBIT F
FORM OF PAYMENT CERTIFICATE
PAYMENT CERTIFICATE NO.
Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated
as of (the "Indenture") relating to the "City of Baytown, Texas, Special
Assessment Revenue Bonds, Series 20_(The Crossings at Baytown Public Improvement District
Project)" (the "Bonds"). Unless otherwise defined, any capitalized terms used herein shall have
the meanings ascribed to them in the , Texas
(the "Developer") and requests payment to the Developer (or to the person designated by the
Developer) from:
the Public Improvement Account of the Project Fund
the Developer Improvement Account of the Project Fund
from , N.A., (the "Trustee"), in the amount of
($ ) for labor, materials, fees, and/or other general costs related to the creation,
acquisition,or construction of certain Public Improvements providing a special benefit to property
within the Public Improvement District.
In connection with the above referenced payment, the Developer represents and warrants to the
City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters
set forth herein.
2. The itemized payment requested for the below referenced Public Improvements has not
been the subject of any prior payment request submitted for the same work to the City or, if
previously requested, no disbursement was made with respect thereto.
3. The itemized amounts listed for the Public Improvements below is a true and accurate
representation of the Public Improvements associated with the creation, acquisition, or
construction of said Public Improvements and such costs (i) are in compliance with the
Development Agreement,and(ii)are consistent with and within the cost identified for such Public
Improvements as set forth in the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Development
Agreement, the Indenture, and the Service and Assessment Plan.
Exhibit F- page l
DM-#8007326.12
5. The Developer has timely paid all ad valorem taxes and Annual Installments of Public
Assessments it owes or an entity the Developer controls owes, located in the
Public Improvement District and has no outstanding delinquencies for such Public Assessments.
6. All conditions set forth in the Indenture and the Development Agreement for the payment
hereby requested have been satisfied.
7. The work with respect to Public Improvements referenced below (or its completed
segment) has been completed. and the City has inspected such Public Improvements (or its
completed segment).
8. The Developer agrees to cooperate with the City in conducting its review of the requested
payment, and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
9. No more than ninety percent (90%) of the budgeted or contracted costs for the Public
Improvements identified may be paid until the work with respect to such Public Improvements (or
segment) has been completed and the City has accepted such Public Improvements (or segment).
Payments requested are as follows:
Payee/Description Total Cost Public Budgeted Cost of Amount requested Amount requested
of Public Improvement Public be paid from the to be paid from the
Improvement Improvement Public Improvement Developer
Account Improvement
Account
Attached hereto are receipts, purchase orders, change orders, and similar instruments which
support and validate the above requested payments. Also attached hereto are "bills paid"affidavits
and supporting documentation in the standard form for City construction projects.
Pursuant to the Development Agreement, after receiving this payment request, the City has
inspected the Public Improvements(or completed segment)and confirmed that said work has been
completed in accordance with approved plans and all applicable governmental laws, rules, and
regulations.
Payments requested hereunder shall be made as directed below:
a. X amount to Person or Account Y for Z goods or services.
Exhibit F- page 2
DM-98007326.12
b. Payment instructions
I hereby declare that the above representations and warranties are true and correct.
LP.,
a Texas limited partnership
By:
Name:
Title:
Exhibit F-page 3
DM-#8007326.12
APPROVAL OF REQUEST
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for
Payment, and finds the Certificate for Payment to be in order. After reviewing the Certificate for
Payment, the City approves the Certificate for Payment and authorizes and directs payment of the
amounts set forth below by Trustee from the Project Fund to the Developer or other person
designated by the Developer as listed and directed on such Certificate for Payment. The City's
approval of the Certificate for Payment shall not have the effect of estopping or preventing the
City from asserting claims under the Development Agreement, the Reimbursement Agreement,
the Indenture,the Service and Assessment Plan,or any other agreement between the parties or that
there is a defect in the Public Improvements.
Amount of Payment Amount to be Paid by Trustee from Amount to be paid by Trustee from
Certificate Request Improvement Account Developer Improvement Account
CITY OF BAYTOWN, TEXAS
By:
Name:
Title:
Date:
Exhibit F- page 4
DM-#8007326.12
EXHIBIT G
FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for , (the "Developer") and requests
payment from:
[tile Cost of Issuance Account of the Project Fund][the Improvement Account of the Project
Fund] from ,(the "Trustee")in the amount of DOLLARS
($ ) for costs incurred in the establishment, administration, and operation of the
Crossings at Baytown Public Improvement District (the "District"), as follows:
—Closing Costs Description Cost PID Allocated Cost
TOTAL
In connection to the above referenced payments, the Developer represents and warrants to
the City as follows:
I. The undersigned is a duly authorized officer of the Developer, is qualified to
execute this Closing Disbursement Request on behalf of the Developer, and is
knowledgeable as to the matters set forth herein.
2. The payment requested for the above referenced establishment,administration, and
operation of the District at the time of the delivery of the Bonds has not been the subject
of any prior payment request submitted to the City.
3. The amount listed for the below itemized costs is a true and accurate representation
of the Actual Costs incurred by Developer with the establishment of the District at the time
of the delivery of the Bonds, and such costs are in compliance with and within the costs as
set forth in the Service and Assessment Plan.
4. The Developer is in compliance with the terms and provisions of the Development
Agreement, the Indenture, and the Service and Assessment Plan.
5. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
6. The Developer agrees to cooperate with the City in conducting its review of the
requested payment, and agrees to provide additional information and documentation as is
reasonably necessary for the City to complete said review.
Exhibit G- page I
DM-#8007326.12
Payments requested hereunder shall be made as directed below:
C. X amount to Person or Account Y for Z goods or services.
d. Payment instructions
I hereby declare that the above representations and warranties are true and correct.
By:
Name:
Title:
Date:
APPROVAL OF REQUEST
The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing
Disbursement Request, and finds the Closing Disbursement Request to be in order. After
reviewing the Closing Disbursement Request, the City approves the Closing Disbursement
Request to the extent set forth below and authorizes and directs payment by Trustee in such
amounts and from the accounts listed below, to the Developer or other person designated by the
Developer herein.
Exhibit G- page 2
DM-#8007326.12
Closing Costs Amount to be Paid by Trustee from Amount to be paid by Trustee from
Cost of Issuance Account Improvement Account
CITY OF BAYTOWN,TEXAS
By:
Name:
Title:
Date:
Exhibit G-page 3
DM-#8007326.12
EXHIBIT H
HOME OR PROPERTY BUYER DISCLOSURE PROGRAM
The Developer (as defined in the Service and Assessment Plan) for the Crossings at Baytown
Public Improvement District (the "PID") shall facilitate notice to prospective homebuyers in
accordance with the following minimum requirements:
l. Record notice of the PID in the appropriate land records for the Property.
2. Require homebuilders to attach the Recorded Notice of the Authorization and
Establishment of the PID and the final Assessment Roll for such Assessed Parcel (or if the
Assessment Roll is not available for such Assessed Parcel,then a schedule showing the maximum
30-year payment for such Assessed Parcel) in an addendum to each residential homebuyer's
contract on brightly colored paper.
3. Collect a copy of the addendum signed by each buyer from homebuilders and provide to
the City.
4. Require signage indicating that the Property for sale is located in a special assessment
district and require that such signage be located in conspicuous places in all model homes.
5. Prepare and provide to homebuilders an overview of the existence and effect of the PID
for those homebuilders to include in each sales packet of information that it provides to prospective
homebuyers.
6. Notify homebuilders who estimate monthly ownership costs of the requirement that they
must include special assessments in estimated Property taxes.
7. Notify Settlement Companies through the homebuilders or cause the homebuilders to
notify settlement companies that they are required to include special taxes on HUD I forms and
include in total estimated taxes for the purpose of setting up tax escrows.
8. Include notice of the PID in the homeowner association documents in conspicuous bold
font.
The Developer shall regularly monitor the implementation of this disclosure program and shall
take appropriate action to require these notices to be provided when one of them discovers that
any requirement is not being complied with.
Exhibit H- page 1
DM-#8007326.12
IN WITNESS WHEREOF,the undersigned has caused this Agreement and Consent of
Landowner to be executed as of , 20 .
CITY OF BAYTOWN
By:
Name:
Title: City Manager
ATTEST:
City Secretary
Exhibit H-page 2
DM-#8007326.12
EXHIBIT I
DEVELOPMENT PHASES
............................................................................................................ ..
.1 ^
ri
1
1
i
1
THE CROSSINGS
-- AT BAYTOWN
j - 140,4 MAIL 01 LAND
DAMN, ITD
META 1
.............................................................................................................. .
Exhibit I- page I
DM-ro8007326.12
Exhibit I-page 2
DM-#8007326.12
EXHIBIT J
DEVELOPMENT STANDARDS
Vill. DEVELOPMENT STANDARDS
Unless otherwise outlined in this document, all City of Baytown Subdivision and
Zoning regulations in place at the time this document is adopted shall apply to
the PUD. Any change to the below standards shall require a variance or an
amendment to the PUD. These development standards shall control over any
contrary provisions of the applicable base zoning district or other provisions of
the City Subdivision or Zoning regulations, including any later changes thereof.
a. Roadway Design
The following roadway classifications shall be permitted within the PUD:
5) Collector
a. Minimum 60' right of way
b. Minimum 41' paving section or equivalent divided paving section
c. Collector Roads shall be constructed as depicted on Exhibits G 1, G2,
&G3.
d. Collector Road entrances shall be constructed as depicted on Exhibit
H3
e. Street trees shall be provided at the calculations
i. Minimum of one (1) shade tree or ornamental tree for every
thirty (30) feet of right of way, along both sides of the street.
ii. Trees may be spaced at intervals or planted in groupings, so
long as the total number provided meets the minimum
required above.
iii. Two (2) planting areas shall be provided for every 100 linear
feet of right of way with a minimum of 200 square feet each,
consisting of plantings prescribed by the cohesive
landscaping palette. Credit may be provided for existing trees
over 5 caliper inches.
iv. The Director may approve adjustments to the location of
required trees and plantings at their discretion.
v. The roadway section from North Main Street to Crosby Cedar
Bayou Road shall also adhere to the street tree and planting
specifications prescribed above.
6) Minor/local Street
a. Minimum 50' right of way
b. Minimum 28' paving section or equivalent divided paving section
c. Cul de sacs shall not exceed eight hundred (800) feet in length
Exhibit J-page I
DM-#8007326.12
i. Cul de sac length shall be measured along the centerline,
from the point of the nearest intersection to the center
point of the cul de sac.
d. Minor/local streets shall be constructed as depicted on Exhibits
G4, G5 & G6.
7) Alleys
a. Minimum 20' easement width
b. Paving shall be a minimum 16' in width
c. Shall be dedicated as a private easement
d. See below exhibit for reference only. The below exhibit shall not
be construed as requiring anything beyond the standards
prescribed in Section "e" of this document.
50'PUBLIC ROW _
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20'PAIVAit.ni
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53'PuauC ROW
8) Points of Access
c. Any residential section (Townhome (attached), Townhome
(detached), or Single Family) within the PUD that contains more
Exhibit J- page 2
DM-#8007326.12
than 30 lots must have two points of access. Points of access
shall be achieved through any of the following methods:
i. Public and/or private right of way
ii. Emergency Access Easement (to existing or future
development)
1. The easement shall be shown on the recorded plat for
residential section.
2. The easement shall be for emergency vehicle access
only, not for any other vehicular travel.
3. The easement shall have a gate where it adjoins
adjacent property. The gate shall be operable by all
emergency personal.
d. Shared Access
i. Cross-access easements are required and shall be provided
in accordance with article II of this chapter
ii. Connection access spacing
6. The location of any non-residential access connection
point to a public right-of-way, street or alley shall be
approved by the director prior to the issuance of a
construction permit.
7. If a tract of land which is to be divided, subdivided,
developed, or redeveloped has an existing access
connection point, this existing access connection point
does not need the approval of the director to remain;
provided that, the nature, character, or volume of
vehicular traffic to or from the tract of land does not
change. If the nature, character, or volume of the
vehicular traffic to or from the tract of land changes due
to the division, subdivision, development, or
redevelopment of said tract, then all access connection
points for the tract shall meet the requirements of this
code.
8. To provide for the safe ingress and egress of vehicular
traffic, to reduce the number of conflict points, and to
facilitate traffic flow within the public right-of-way, non-
residential access connection points shall be placed no
closer than the following distances from an existing or
proposed access connection point, as measured
between the nearside edges of the vehicular traveled
ways:
Exhibit J- page 3
DM-#8007326.12
9.
Postedor •
<30 200
35 250
40 300
45 350
>50 425
10.When the separation requirements for non-residential
connection access points cannot be achieved because of
the location of existing or proposed access connection
points, the director may grant a separation variance for a
connection access point provided the applicant provides
documentation showing all of the following:
d. The minimum separation requirements cannot be met
due to existing or proposed access connection points;
e. The applicant has made good faith efforts to obtain
cross access from an adjacent land-owner, who can
provide the applicant with an acceptable connection
access point to public right-of-way, and failed. This
good faith effort is to be documented and provided as
part of the variance submittal process; and
f. Access cannot be obtained from any other public
right-of-way or private access connection point.
11.When granting a separation variance, the director will
indicate the approved location of the connection access
point.
e. Driveway Alignment
A. Proposed access connection points shall align with existing
and proposed access connection points on the opposite side
of the public right-of-way, street or alley and meet the
minimum separation requirements from existing and
proposed access connection points on both sides of the
public right-of-way, street or alley. Access connection points
must be aligned with existing median openings or meet the
Exhibit J- page 4
DM-#8007326.12
access point separation requirements treating the median
openings as a connection access point.
xii. Connection access points proposed along a public right-of-
way, street or alley which is physically divided by a non-
traversable median or other method are not required to align
with or meet the connection access point separation to, from
or with a connection access point on the opposite side of the
physical divide.
xiii. Cross-median access shall not be granted, allowed or
provided for when a proposed connection access point does
not align with or meet the connection access point
separation to, from or with a connection access point on the
opposite side of a physical divide.
xiv. At an intersection where a public street terminates at the
intersection of a connecting cross street, a non-residential
connection access point on the cross street in alignment with
the terminating street must safely accommodate the cross
section of the intersection street.
xv. Residential connection access points shall not be placed
within the intersection of two streets or alleys.
xvi. Residential connection access points shall maintain a
minimum spacing of 30' from an adjacent, parallel publicly
traveled way.
xvii. Connection access points shall not be placed within
acceleration, deceleration, left-turn or right-turn lanes.
xviii. Driveways are not allowed within signalized intersections
unless a variance from the director is granted; provided:
1. The driveway's egress approach traffic volume is at least
half of the approach volume for the opposing intersection
approach.
2. The cross-section of the proposed driveway aligns with
and can accommodate the traffic flow from the
intersecting approach.
3. The minimum connection access point spacing for all
other connection access points is maintained.
4. The driveway's egress approach traffic would satisfy
either Warrant 1 or Warrant 2, as described in Chapter 4
of the Texas Manual on Uniform Traffic Control Devices.
xix. Residential lots may have only one connection access point
to publicly maintained rights-of-way or alleys unless:
7. The frontage for the lot exceeds 75 feet in width;
8. The connection access points are connected, as with a
circular drive;
Exhibit J-page 5
DM-#8007326.12
9. The total number of connection access points for the lot
does not exceed two;
10.The spacing between the connection access points is at
least 40 feet;
11.The width of each connection access point is no greater
than 16 feet; and
12.All other connection access point connection spacing
requirements are met.
xx. Residential connection access points may not be made with
roadways classified as a collector or greater without
approval of the director.
f. Design
iv. All connection access points are to be designed in
accordance with the current city driveway standards.
v. The width of a driveway is measured at the right-of-way line.
vi. Non-residential driveways located on collector streets or
above shall have a minimum throat depth of 20 feet,
measured from and perpendicular to the right-of-way line.
Exhibit J- page 6
DM-#8007326.l2
c. Walkways, Connectivity and Community Features
To ensure connectivity and access throughout all uses within the PUD, an
overall sidewalk/walkway system must be provided between uses. All
sidewalks shall have a broom finish with a picture frame border. Exhibit H
shows a preliminary route of the community trail system. Final location and
alignment of the trails will be determined at the time of construction plans.
The following standards shall apply:
11)Freeways
a. A five (5) foot wide joint use trail shall be provided along the
East Freeway (Interstate Highway 10) at the time that shared
access points and drives are constructed.
12)Arterial Streets
a. A five (5) foot wide joint use trail shall be provided along the
perimeter of the development, adjacent to Crosby Cedar Bayou
Road. This trail can be provided in the right-of-way or within a
sidewalk/trail easement.
13)Collector Streets
a. A sidewalk is required along the internal collector road. The
sidewalk shall be provided by either;
iii. Two — six (6) foot wide sidewalks, one on each side of
the street
iv. All sidewalk widths are minimums and may be increased
if desired by the developer.
14)Local Streets
d. Two —five (5) foot wide sidewalks, one on each side of the
street
e. To be constructed by builders as each lot is developed.
f. May be constructed at back-of-curb for the detached townhome
sections of the development.
15)Around Lake/Detention Area
a. A trail must be provided and make a full loop around the
lake/detention area. The trail must be a minimum of eight (8)
feet in width and must be paved with concrete, asphalt or
decomposed granite
16)Trail system linking public parks/open space
Exhibit J- page 7
DM-48007326.l2
a. Trails must be provided to connect open spaces and parks to
the overall neighborhood sidewalk system
ii. Trails must be a minimum of six (6) feet in width and
must be paved.
17)Maintenance
a. All sidewalks may meander in and out of the right of way if a
platted landscape and sidewalk easement runs adjacent to the
right of way. If the sidewalk meanders in and out of the right of
way, then the sidewalks would be maintained by the Home
Owners Association (HOA) and, or the Property Owners
Association (POA).
18)Fencing
a. Community fencing shall be provided along the perimeter of all
single family residential or townhome (attached or detached)
development where it is adjacent to a collector road or higher
road classification.
b. The fencing must be consistent with Exhibit H4.
c. The fencing shall be precast concrete panels with stone
masonry columns a minimum of every 200'. Columns must also
be provided at all corners.
d. Residential fencing along the southern boundary of the PUD
shall provide a top rail and rot boards. Stone masonry columns
shall be provided every 200' and at all corners.
19)Materials
a. All sidewalks shall be constructed with all-weather, concrete
pavement.
20)Streetlig hts
A standard streetlight fixture must be selected and utilized
throughout the entire PUD subject property. Per Exhibit H1, the
fixture shall be Granville Luminaire with Katy Post Pole.
e. Commercial Development Regulations
Commercial Development shall conform with Exhibit J1 and the following
regulations:
4) Parking
a. Shall comply with Chapter 112 of the City of Baytown Code of
Ordinances as of the effective date of this PUD.
b. Bicycle parking must be provided on each commercial tract.
5) Landscape, trails and Screening
a. A cohesive landscape palette shall be utilized for all landscaping in
public areas throughout the commercial development. This includes
Exhibit J- page 8
DM-#8007326.12
commercial development, landscaping along public right of ways,
parks, detention areas and public open spaces. See Exhibit H2 for
planting palettes.
b. Unless specified otherwise, all landscaping and screening
requirements for this section shall comply with applicable standards
prescribed in the ULDC.
c. IH-10 Streetscape
i. The streetscape along the interstate shall be installed in
accordance with Sec. 18-1206, regardless and outside of any
easements or encumbrances on the property.
d. Landscape Buffer
i. A landscape buffer a minimum of twenty (20) feet in width is
required along any shared property line between commercial
and residential (multi or single family) uses.
1. The landscape buffer shall include a minimum of one tree for
every 30' feet, spaced evenly or grouped together.
2. The buffer must be composed of sod, mulch and/or
vegetative ground cover. No paving is permitted within this
area.
3. See Exhibit H2 for planting palettes.
6) Architectural Character
a. All Commercial Development shall utilize a cohesive architectural
character and material palate. See Exhibit J 1. The following
elements shall be incorporated on all future uses:
i. Building Articulation
1. There shall be a minimum of one (1) architectural relief for
every 50' of elevations. Relief shall be provided thru the
following means:
a. Change in roofline (gable, overhang, roof pitch shift,
etc.)
b. Building elevation being recessed or protruding by
minimum of one (1) foot.
c. Columns
d. Cornice or parapets
e. Canopies, awnings or porticos
f. Other features approved by the Planning Director
2. All bay doors, service and mechanical areas, delivery and/or
loading zones, etc. shall be located pursuant to conditional
land use matrix A-1, iii.
3. All rooftop equipment must be screened from view
ii. Materials
1. Each use shall incorporate a minimum of three (3) materials
and a maximum of five (5).
Exhibit J-page 9
DM-#8007326.12
2. Each building shall be 100% masonry with the following
exception:
a. Accent materials are permitted for architectural
variation but shall not exceed 20% of the overall
building elevation.
i. Non masonry accent materials may include the
following:
1. Cementitious Fiber (Hardie)
2. Architectural metal panels
3. Treated wood
3. The following materials shall be considered masonry:
a. Brick
b. Stone
c. Concrete (tilt wall)
d. 3-part Concrete Stucco
e. Decorative CMU
4. All color selections shall be harmonious with adjacent
development within the site
a. The use of high-intensity colors, neon, or a
fluorescent color is prohibited. Neon tubing shall not
be an acceptable feature for building trim or accent
areas.
iii. Supplemental Standards
1. Dumpsters Enclosures
a. Must be screened by 100% masonry walls
b. Must be constructed of the same material(s) used on
the primary building
c. Must be located out of sight of the public right of way,
within a rear or side yard. Must adhere to all setbacks.
d. Enclosure shall be bordered by shrubs that are a
minimum of two feet in height when measured at time
of planting.
2. Load zones, mechanical and service areas, and non-
residential rear access drives
b. Loading zones, mechanical and service areas, and
rear access drives for delivery or waste hauling
vehicles shall be screened from public view in
accordance with following provisions:
vi. Screening walls constructed of masonry
materials complementary to those used in the
construction of the principle structure(s).
vii. Screening walls shall be at least one foot taller
than any service or delivery vehicle within the
Exhibit J- page 10
DM-#8007326.12
loading zone, mechanical and service area, or
non-residential rear access drive.
viii. Commercial-grade landscaping lattice or trellis
platforms, permanently attached or affixed to
the screening wall and to accommodate
plantings of evergreen vines.
ix. Lattice or trellis platforms shall be no less than
five feet wide and less than one foot shorter
than the height of the required screening wall.
Lattice or trellis platforms shall be spaced no
more than five feet apart on the masonry
screening wall.
X. Evergreen vines shall be a minimum of two feet in
height immediately after planting. Vines shall be
adequately watered and maintained at all times.
Exhibit J- page 1 I
nM-#8007326.1 2
f. Multi-Family Development Regulations
Multi-family development shall conform with exhibit J2 and the following
regulations:
7) Parking
b. Shall comply with the Chapter 112 of the City of Baytown Code of
Ordinances.
8) Landscape and Screening
c. In addition to the minimum landscape standards as specified in the
City of Baytown Ordinances, the following additional requirements
shall be met:
i. A cohesive landscape palette shall be utilized for all landscaping
in public areas throughout the multifamily development. This
includes commercial development, landscaping along public
right of ways, parks, detention areas and public open spaces.
See Exhibit H2 for planting palettes.
ii. Landscaping must be provided around the perimeter of all
primary buildings, with exception of elevations with garage
doors or similar vehicular access.
iii. Parking lot landscaping shall be broken up by landscape
islands. There shall be a minimum of one (1) every eight (8)
spaces.
d. Plantings and opaque screen shall be installed in accordance with
the Transition buffer zone prescribed in Sec.1 8-1206.5(e)(2) along
the eastern property boundary abutting the existing drainage
easement.
9) Architectural Character
c. All multi family development shall be in compliance with the
architectural character, material palette and elevation articulation as
shown in Exhibit J2.
d. Materials
i. Each Multi-family building shall be a minimum of 90% masonry
along collector streets and 60% masonry on all building
elevations. The following materials shall be considered masonry
1. Brick
2. Stone
3. 3-part Concrete Stucco
ii. Non Masonry materials include:
1. Cementitious Fiber (Hardie) Siding
2. Cementitious Fiber (Hardie) Panel
3. Treated Wood
4. Vertical Board and Batten
iii. Prohibited materials include:
Exhibit J- page 12
DM-#8007326.l2
1. Plywood
2. Untreated wood
iv. All color selections shall be harmonious with other residential
development in the PUD.
c. Building Massing
i. Horizontal wall planes longer than 30 feet in width shall be
segmented in to smaller sections by a structural or ornamental
minor facade offset (recess or projection) of a minimum 10 feet
wide.
ii. The height of such offsets shall be equal to the building's height
at the location of the offset.
iii. Exterior stairways shall be covered with a roof, roof overhang,
or porch and shall be incorporated into the architectural design
of the building rather than appearing as an appendage to the
building.
e. Minor architectural enhancements. All buildings or developments
shall be required to provide at least two of the following elements:
i. Each elevation of each building that is visible from the right-of-
way or adjacent property contains two types of complementary
masonry finishing materials and each of the materials is used on
at least 25 percent of the elevation.
ii. A minimum of 15 percent of each elevation of each building
which is visible from the right-of-way or adjacent property
features patterned brickwork (not including running bond or
stacked pattern).
iii. At least one dormer is provided for each roof plane over 1,000
square feet in area that faces a public street. The dormer must
be appropriately scaled for the roof plane and shall not be wider
than the windows on the building elevation below.
iv. All windows feature shutters. The shutters provided must be operational
or appear operational and must be in scale with the corresponding
window.
v. All windows are emphasized through the use of molding around
the windows, plant ledges, sills, shaped frames, awnings, or
another similarly related architectural element.
vi. Elevations within internal courtyards and/or elevations that are
not visible from adjacent rights-of-way or adjacent properties
shall not be required to satisfy these minor architectural
enhancement requirements.
g. Roof Treatments
i. A pitched roof of any style, including, but not limited to, hipped,
gabled or shed roofs shall be acceptable. The roof must cover
Exhibit J-page 13
DM-#8007326.12
100 percent of the total roof area, excluding porches and porte-
cocheres. No flat roof line shall be visible.
ii. A parapet wall shall be acceptable if constructed so that no flat
roof shall be visible.
iii. No more than one color shall be used for visible roof surfaces,
however, if more than one type of roofing material is used, the
materials shall be varying hues of the same color.
iv. All primary structures shall have a minimum roof pitch of 6:12.
1. Accent roofing features such as gables, overhangs, etc, shall
be permitted to have a minimum 3:12 roof pitch.
h. Accessory structures
iii. All offices, amenity centers, pool houses, utility buildings,
detached garages, and other structures accessory to the
primary multi-family buildings shall conform with the design
criteria within this section.
iv. Dumpsters and trash receptacles
4. Must be 100% masonry
5. Must be constructed of the same material(s) used on the
primary building
6. Must be located out of sight of the public right of way, within
a rear or side yard. Must adhere to all setbacks.
i.
Exhibit J- page 14
DM-48007326.12
g. Townhome (Attached) Development Regulations
Townhomes (attached) development shall conform to Exhibit J3 and/or the
following Regulations:
3) Parking
b. Parking shall comply with the below standards:
ii. Two (2) off street parking spaces per dwelling unit. (a 2-car
garage may count toward this requirement) Visitor parking
spaces shall also be provided at a ratio of one (1) space for
every 10 units
1. The visitor parking may be provided by the following means:
a. Head-in and/or parallel on street parking.
i. Parallel stall shall me a minimum often (10)
feet in width by twenty (20) feet in length
ii. Head in stalls shall be a minimum of eight (8)
feet in width by eighteen (18) feet in length.
b. Designated parking lots within open space or park
areas
5) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all landscaping in
public areas throughout the attached townhome development. This
includes, landscaping along public right of ways, parks, detention
areas and public open spaces. See Exhibit H2 for planting palettes.
b. Landscaping within the Townhome (Attached) Development shall
be in compliance with the below chart:
66'8" 88'8" 1101" 132'8"
Building Width 3 4
pack pack 5 pack 6 pack
1 gallon shrubs 27 36 45 54
3 gallon shrubs 18 24 30 36
15 gallon (tree) 3 4 5 6
Total 45 60 75 5:01
6) Architectural Character
a. All attached townhome development shall be in compliance with the
architectural character, material palette and elevation articulation as
shown in Exhibit J3.
b. Each building must be a minimum of 60% masonry.
i. The following materials shall be considered masonry:
1. Brick
2. Stone
Exhibit J- page 15
DM-#8007326.12
3. 3-Part Concrete
ii. Non Masonry materials may include:
1. Stucco board
2. Cementitious Fiber (Hardie) Panel
3. Cementitious Fiber (Hardie) siding
4. Vertical Board & Batten
5. Treated Wood
iii. Prohibited materials include:
1. Plywood
2. Untreated wood
c. Each home shall incorporate two (2) of the following features:
i. Dormers
ii. Recessed Entry
iii. Covered Porch or entry
iv. Box Windows, Bay Windows or similar protruding window
design
v. Shutters
d. Roofs
i. All structures shall have a minimum roof pitch of 5:12.
1. Accent roofing features such as gables, overhangs, etc.,
shall be permitted to have a minimum 3:12 roof pitch.
e. Unit Variation & Facade Depth
i. The architectural style of attached units shall vary; no fagade of
adjacent attached units shall be identical. Front facades shall
have various depths to provide aesthetic relief. Facade depths
must vary by at least 2 feet across each building.
Exhibit J- page 16
DM-#8007326.12
h. Townhome (Detached) Development Regulations
Townhomes (Detached) development shall conform with Exhibit J4 and the
following regulations:
3) Parking
b. Parking shall comply with the below standards:
iii. Two (2) off street parking spaces per dwelling unit (a 2-car
garage may count toward this requirement)
iv. Visitor parking spaces shall also be provided at a ratio of one (1)
space for every 10 units
1. The visitor parking may be provided by the following means:
a. Head-in and/or parallel on street parking.
i. Parallel stall shall me a minimum often (10)
feet in width by twenty (20) feet in length
ii. Head in stalls shall be a minimum of eight (8)
feet in width by eighteen (18) feet in length.
b. Designated parking lots within open space or park
areas
5) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all landscaping in
public areas throughout the detached townhome development. This
includes, landscaping along public right of ways, parks, detention
areas and public open spaces. See Exhibit H2 for planting palettes.
b. Landscaping within the Townhome (Detached) Development shall
be in compliance with the below chart:
#per
unit
1 gallon shrubs 10
3 gallon shrubs 6
15 gallon (tree) 1
Tota 1 17
6) Architectural Character
a. All attached townhome development shall be in compliance with the
architectural character, material palette and elevation articulation as
shown in Exhibit J4.
b. Roofs
i. All structures shall have a minimum roof pitch of 6:12.
1. Accent roofing features such as gables, overhangs, etc, shall
be permitted to have a minimum 3:12 roof pitch.
Exhibit J-page 17
DM-#8007326.12
c. Each home must provide an aggregate amount of 50% masonry
materials.
i. The following materials shall be considered masonry:
1. Brick
2. Stone
3. 3 Part Concrete Stucco
ii. Non Masonry materials may include:
1. Stucco Board
2. Cementitious Fiber (Hardie) Panel
3. Cementitious Fiber (Hardie) siding
4. Vertical Board and Batten
5. Treated Wood
iii. Prohibited materials include:
1. Plywood
2. Untreated wood
d. Each home shall incorporate two (2) of the following features:
i. Dormers
ii. Recessed Entry
iii. Covered Porch or Entry
iv. Covered Back Patio
v. Bay Windows or similar protruding window design
vi. Shutters
vii. Gables and/or varying roof line
viii. Pillars/Posts
ix. Two (2) or more materials on front facade
g. Single Family Residential Development Regulations
Single Family Residential development shall conform with Exhibit J5 and
the following regulations:
4) Landscape and Screening
a. A cohesive landscape palette shall be utilized for all landscaping in
public areas throughout the single family development. This
includes landscaping along public right of ways, parks, detention
areas and public open spaces. See Exhibit H2 for planting palettes.
b. Landscaping within the Single Family Development shall be in
compliance with the below chart:
Exhibit J- page 18
DM-#8007326.12
#per
home
1 gallon shrubs 25
5 gallon shrubs 15
15 gallon 3
4" caliper shade tree 1
2" caliper ornamental
tree 1
Tota 1 45
5) Architectural Character
a. All attached single family development shall be in compliance with
the architectural character, material palette and elevation
articulation as shown in Exhibit J5 and as provided below.
i. Each home must provide an aggregate amount of 75% masonry
materials.
1. The following materials shall be considered masonry:
a. Brick
b. Stone
c. 3 Part Concrete Stucco
2. Non-masonry materials may include:
a. Stucco Board
b. Cementitious Fiber (Hardie) Siding
c. Cementitious Fiber (Hardie) Panels
d. Vertical Board and Batten
e. Treated Wood
3. Prohibited materials include:
a. Plywood
b. Untreated wood
ii. All color selections shall be harmonious with other residential
development in the PUD. No primary colors are permitted.
iii. Each home shall incorporate two (2) of the following features:
11.Dormers
12.Recessed Entry
13.Covered Front Porch
14.Covered Back Patio
15.Bay Window or similar protruding window design
16.shutters
17.Gables/ varying roof line
18.Cupola
Exhibit J-page 19
DM-#8007326.12
19.Pillars/Posts
20.Two (2) or more materials on the front fagade
iv. Roofs
1. All structures shall have a minimum roof pitch of 6:12.
a. Accent roofing features such as gables, overhangs, etc,
shall be permitted to have a minimum 3:12 roof pitch.
h. Community Signage
Signage within the PUD will conform to the City of Baytown Sign Ordinance
Chapter 118, as of the effective date of the PUD:
2) Neighborhood monumentation
a. Neighborhood monumentation is permitted at all entrances to each
separate platted section within the development, individual
sections, and intersections. Signage must be in compliance with
applicable sight triangle requirements. See Exhibit H3 &H4 for
monument signage.
Exhibit J- page 20
DM-#8007326.l 2
L Open Space/ Parkland Dedication
Lakes, detention, parks and open space areas account for approximately
20% of the gross acreage of the project. This calculation includes all
parks, landscape reserves, landscaped right of ways, power easements,
drainage easements, trails, tot lots, lakes, detention and drainage area,
etc. These open spaces will create a community that will encourage
walkability and connectivity from residential areas to commercial areas.
See Exhibit H — Open Space/Amenity Plan. The proposed open space
amenities and the approximate acreages are as follows:
Open Space Amenity Acreage*
Lakes/Detention +/- 16.8
Drainage +/-7.4
Rec Center and Parks +/-2.8
TOTAL +/-27.0
'All acreages are preliminary and subject to changes as development occurs. Because detention
requirements may change, all acreages and locations of detention and open space within this category may
shift without triggering a PUD amendment.
2) The following amenities and/or improvements must be provided within
the development:
a. Amenities around Lake
i. A trail must be provided and make a full loop. The trail must be
in accordance with Section III(b)(5)(i) of the PUD.
ii. Lighting shall be provided along the trail (See Exhibit H1 for site
lighting). The minimum spacing between light poles along the
trail shall be 150'.
iii. Benches shall be provided along the trail (See Exhibit H 1 for
site furnishing). Benches shall be placed at minimum of one (1)
bench per 600 feet.
iv. Cohesive landscaping utilizing the same landscape palette used
throughout the community (See Exhibit H2 for planting palettes)
providing the following:
1. Three (3) shade or ornamental trees per every 100 linear
feet of trail shall be provided.
2. Two (2) planting area shall be provided for every 100
linear feet of trail with a minimum of 200 square feet
each, consisting of plantings prescribed by the cohesive
landscaping palette.
3. Credit may be provided for existing trees over 5 caliper
inches.
4. The Director may approve adjustments to the location of
required trees and plantings at their discretion.
b. Trail system linking public parks/open space
Exhibit J-page 21
DM-#8007326.12
i. Trails must be provided to connect open spaces and parks to
the overall neighborhood sidewalk system. The trail shall meet
the following requirements:
1. Be in accordance with Section III(b)(6)(i) of this PUD
2. Lighting shall be provided along the trail (See Exhibit H1
for site lighting) in a manner prescribed above.
3. Benches shall be provided along the trail (See Exhibit H1
for site furnishings) in a manner prescribed above.
4. Cohesive landscaping utilizing the same landscape
palette used throughout the community (See Exhibit H2
for planting palettes) providing the following:
a. Three (3) trees per every 100 linear feet of trail
shall be provided. Required trees may be grouped
or spaced along the trail network.
b. Two (2) planting areas shall be provided for every
100 linear feet of trail with a minimum of 200
square feet each, consisting of plantings
prescribed by the cohesive landscaping palette.
c. Credit may be provided for existing trees over 5
caliper inches).
d. The Director may approve adjustments to the
location of required trees and plantings at their
discretion.
c. Parks
i. Parks must provide two or more of the following:
1. Playground
2. Pool
3. Picnic tables
4. Pavilion
2) All amenities, parkland, trails, etc, will be maintained by the Home Owners
Association (HOA) and, or the Property Owners Association (POA).
IX. EXISTING UTILITIES
Water
Water utilities are available surrounding the project via the Barkuloo Annexation
Utilities. There are three new segments being proposed along existing roadways
with the annexation:
4) Crosby Cedar Bayou Road/Barkuloo Road
a. Between lH 10 and East Cedar Bayou Lynchburg Road
Exhibit J- page 22
DM-#8007326.12
b. 10,629 linear feet
c. Twelve (12) inch water line
d. Will tie into existing twelve (12) inch PVC waterline at IH 10 frontage
road
5) East Archer Road
a. Between Barkuloo Road and North Main Street
b. 1,772 linear feet
c. Twelve (12) inch water line
6) East Cedar Bayou Lynchburg Road
a. Between Barkuloo Road and North Main Street
b. 2,586 linear feet
c. Twelve (12) inch water line
Water service will be tapped along Crosby Cedar Bayou Road and brought into
the development via the proposed 60' right-of-way. Service will then extend to
each portion of the development.
If the future water lines along Crosby Cedar Bayou Road are not constructed
prior to the development of the subject property, a 12" water line along North
Main Street will be extended eastward along the proposed 80' east-west right-of-
way and will be continued across Crosby Cedar Bayou Road and along the
proposed 60' right-of-way to service each portion of the development.
Water capacity will be provided by the City of Baytown at adequate pressure and
capacity to serve the site without any offsite upgrades or onsite storage boosters.
Wastewater
Wastewater utilities are available surrounding the project via the Barkuloo
Annexation Utilities. There are four new segments being proposed along existing
roadways with the annexation:
5) Crosby Cedar Bayou Road/Barkuloo Road
a. Between IH 10 and East Archer Road
b. 6,727 linear feet
c. Twelve (12) inch sanitary sewer line
d. Will tie into existing thirty-six (36) inch sanitary sewer gravity line at IH
10 frontage road
6) Barkuloo Road
a. Between East Archer Road and East Cedar Bayou Lynchburg Road
b. 4,047 linear feet
c. Eight (8) inch sanitary sewer line
7) East Archer Road
a. Between Barkuloo Road and North Main Street
Exhibit J-page 23
DM-98007326.12
b. 1,906 linear feet
c. Eight (8) inch sanitary sewer line
8) East Cedar Bayou Lynchburg Road
a. Between Barkuloo Road and North Main Street
b. 2,586 linear feet
c. Eight (8) inch sewer line
d. Will tie into existing sanitary sewer gravity line at North Main Street
Other proposed sanitary sewer facilities include:
3) Lift Station near the intersection of Barkuloo and East Archer Roads.
4) Sixty (60) linear feet of six (6) inch diameter Force Main
Wastewater service will be tapped along Crosby Cedar Bayou Road and brought
into the development via the proposed 60' right-of-way. Service will then extend
to each portion of the development.
If the future wastewater lines along Crosby Cedar Bayou Road are not
constructed prior to the development of the subject property, a 21" wastewater
line along North Main Street will be extended eastward along the proposed 80'
east-west right-of-way and will be continued across Crosby Cedar Bayou Road
and along the proposed 60' right-of-way to service each portion of the
development.
Electrical Lines
Electrical utilities are available surrounding the project via existing overhead power
along the south side of the IH 10 frontage road as well as along the west side of Crosby
Cedar Bayou Road.
X. PHASING AND DEVELOPMENT
The development is intended to be constructed in +/-four phases. See Exhibit K.
Phase I will consist of all the horizontal development, including the Main 80'
ROW from N Main to Cedar Bayou Road, the road from Cedar Bayou to 1-10
Frontage Road, the Amenity Lake w/water features, monument signage and all
drainage, sanitary and water. Construction to start immediately after PID
Approval & Road Approvals.
Phase II will consist of the development of the Meritage Homes Tract and one
half of the History Maker Homes Tract. This will include 119 Single Family Lots
(50'), 155 Detached Townhome Lots, 92 Attached Townhome Units, wayfinding
signage, neighborhood trail and a shared Park & Community Pool. Also, included
in this Phase will be 350 Units of Multi-Family developed by McGrath
Development. Construction to start approximately 6 months after PID Approvals
Exhibit J- page 24
DM-#8007326.12
or immediately after substantial completion of the horizontal development (Phase
1).
Phase III will consist of the development of the other half of History Maker's
development which will be 92 Units of Attached Townhomes and the 5 Acre
Commercial Reserve development. The Commercial Reserve will consist of a
restaurant pad site featuring sit down dining (5,000 SF Bldg) and a Retail building
(25,000 SF). Construction start time will be 12-18 Months following PID Approval.
Phase IV will consist of the 29 Acre Commercial Tract. The development on this
tract will include Retail, Residential, Restaurant, & Office Flex Space.
Construction start time for this tract will be 36+ Months after PID Approval. At the
time of initial development on the 29 acre tract, a Master Site Development Plan
in accordance with Section V. above, shall be submitted of the entire 29 acre
tract.
This proposed phasing and lot counts are based on preliminary projections, but
the final timing of development as well as the number of lots and location of
phases may be modified based on market conditions.
Exhibit J- page 25
DM-#8007326.l 2
EXHIBIT K
CONCEPT PLAN
Exhibit K-page 1
DM-#8007326.12
Exhibit K-.page 2
DM-#8007326.12
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Exhibit K-page 3
DM-#8007326.12