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Ordinance No. 12,449ORDINANCE NO. 12,449 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL DISTRICT AGREEMENT WITH LONE STAR NGL PIPELINE LP; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to an Industrial District Agreement with Lone Star NGL Pipeline LP. A copy of said Industrial District Agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediatelyfro and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative to of the City Council of the City of Baytown, this the 9th day of January, 2014. CIA BRYSCH, APPROVED AS TO FORM: NACIO RAMIREZ, SR., ity Attorney RAKarenTileslCity CounciR0rdinances12014Vanuary 91LonestarNGLPipelinelDAOrdinance.doc DONCARLOS, Mayor Exhibit "A" Industrial District Agreement This Industrial District Agreement ("Agreement") is made and entered into between the City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City," and Lone Star NGL Pipeline LP, a Delaware limited partnership, hereinafter referred to as "Property Owner." In consideration of the promises and of the mutual covenants and agreements herein contained, it is agreed by and between the City and Property Owner as follows: 1. Parties This Agreement is made under the authority of Texas Local Government Code Annotated §42.044 (Vernon 1993), article XI, §5 of the Texas Constitution and other applicable law. The parties to the Agreement and their addresses are: I. The "City" City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Copy to: City of Baytown AM City Attorney P.O. Box 424 Baytown, TX 77522 2. The "Property Owner" Tax Statement Address: Lone Star NGL Pipeline LP Lone Star NGL Pipeline LP 3738 Oak Lawn Avenue 3738 Oak Lawn Avenue Dallas, TX 752I9 Dallas, TX 75219 II. Identification of PropeM and Industrial District This Agreement includes provisions concerning certain real estate and tangible personal property owned or leased by the Property Owner. Real estate located outside the corporate limits of the City is sometimes referred to herein as the "affected area," and it is described in Exhibit A, which is attached to this Agreement and made a part hereof. Acting pursuant to the above mentioned authority, the City Council of the City has by ordinance, designated the affected area as an industrial district, the same to be known as Baytown Industrial District No. 2 (the "Industrial District"). III. Term The term of this Agreement is seven tax years, from 2013 through 2019 unless it is sooner terminated under the provisions hereof. This Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of the parties to this Agreement and shall remain in effect for seven years. This Agreement supersedes any prior existing agreements between the Property Owner and the City relating to the subject matter hereof and governing the affected area; to the extent any such prior existing agreement required payment on or after January 1, 2013, such payment obligations are hereby canceled and are superseded by the provisions contained herein. IV. Limited Immunity from Annexation by the City In consideration of the obligations of the Property Owner herein set forth, the City hereby guarantees for the term of this Agreement the immunity of the affected area from annexation of any type by the City except for such parts of the affected property as may be necessary to annex property owned by third parties within the Industrial District that the City may decide to annex. Additionally, this Agreement shall not affect the continuation of any limited purpose annexation status to which the affected area is now subject. V. Industrial District Payment As part of the consideration for the City's undertakings as set forth above, the Property Owner agrees to pay to the City on or before December 31" of each year during the term hereof a sum of money equal to: the Base Value Industrial District Payment plus the Added Value Industrial District Payment. The sum of the Base Value Industrial District Payment plus the Added Value Industrial District Payment shall be referred to as the Industrial District Payment. A. Base Value Industrial District Payment The Base Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area ➢ on January 1, 2002, on January 1, 2009, or ➢ as most recently certified by the chief appraiser of the appraisal district and/or approved by the Industrial Appraisal Review Board established and appointed by the City Council, as of the date of this Agreement, whichever is greater hereinafter referred to as the "Base Year." Such fair market value for the Base Year is agreed to and stipulated by the parties to be TWENTY MILLION TWO HUNDRED NINE THOUSAND SEVEN HUNDRED THIRTY AND N0/100 DOLLARS ($20,209,730.00), less the fair market value in the Base Year as determined by the City of that portion of the Property Owner's property, real, personal or mixed, which was located within the industrial district on the effective date of this agreement and subsequently annexed by the City, the difference of which is hereinafter referred to as the "Base Year Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City, multiplied by the applicable Yearly Payment Rate as detailed below. The applicable Yearly Payment Rate is the sum of the Industrial District Payment Rate plus the Public Community Improvement Rate and shall be determined using the following chart: B. Added Value Industrial District Pavment The Added Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area on January 1 of each year in which an Industrial District Payment is due hereunder minus the Base Year Value, hereinafter referred to as the "Added Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by the applicable total added value industrial district payment rate detailed below. INDUSTRIAL. PUBLIC YEARLY TAX YEAR DISTRICT COMMUNITY PAYMENT PAYMENT. RATE IMPROVEMENT RATE EN 2013 .61 .01 .62 2014 .62 .01 .63 2015 .62 .01 .63 2016 .63 .01 .64 2017 .63 .01 .64 2018 .63 .01 .64 2019 .64 .01 .65 B. Added Value Industrial District Pavment The Added Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property, real, personal or mixed, within the affected area on January 1 of each year in which an Industrial District Payment is due hereunder minus the Base Year Value, hereinafter referred to as the "Added Value," multiplied by (2) the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by the applicable total added value industrial district payment rate detailed below. The applicable Total Added Value Industrial District Payment Rate shall be determined using the following chart: TAX YEAR. ADDED VALUE INDUSTRIAL. DISTRICT PAYMENT RATE PUBLIC COMMUNITY' IMPROVEMENT RATE TOTAL ADDED VALUE INDUSTRIAL DISTRICT PAYMENT RATE 2013 0 .01 .01 2014 0 .01 .01 2015 0 .01 .01 2016 0 .01 .01 2017 .21 .01 .22 2018 .42 .01 .43 2019 .64 .01 .65 If the formula used in calculating the Added Value Industrial District Payment produces a negative number, then the Added Value Industrial District Payment shall be $0.00. VI. Valuations For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including, in particular, the Texas Property Tax Code), except, however, that (i) to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City, the provisions of this Agreement will control where in conflict with the provisions of such laws and (ii) the income method of appraisal as described in Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which a rental market exists. Specifically, nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists, instead if such method is used, the chief appraiser shall: 1. use income and expense data pertaining to the property, if possible and applicable; 2. make any projections of future income and expenses only from clear and appropriate evidence; 3. use data from generally accepted sources in determining an appropriate capitalization rate; 4. determine a capitalization rate for income-producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. 4 A. Valuation of Property Inside the Corporate Limits but Subsequently Disannexed Land, improvements and tangible property, real or mixed, of the Property Owner, which are disannexed from the corporate limits of the City during the term of this Agreement, shall become part of the affected area immediately upon disannexation. The value for such land, improvements and tangible property, real or mixed, shall be based upon the appraised value for the Base Year, as finally determined by the Harris County Appraisal District or its legal successor (or through administrative or judicial appeal of the Harris County Appraisal District's determination) and shall be added to the Base Year Value specified in Article V for purposes of payment hereunder on January I of the year the same is disannexed. B. Valuation of Property Outside the Corporate Limits The parties hereto recognize that said Harris County Appraisal District is not required to appraise the land, improvements, and tangible property, real or mixed, in the affected area, which are not within the corporate limits of the City, for the purpose of computing the payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Property Owner's land, improvements, and tangible property located outside the corporate limits of the City in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment in the manner described above, the City may choose to use the appraised value for each year in which an Industrial District Payment is due hereunder, as finally determined by the Harris County Appraisal District (or through administrative or judicial appeal of the Hams County Appraisal District's determination), or by appraisal conducted by the City and/or by an independent appraiser of the City's selection, and at the City's expense. Nothing contained herein shall ever be construed as in derogation of the authority of the Harris County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. C. Binding Effect Determination of the Base Year Value and the Added Value in the above -stated manner outside the corporate limits shall be made by the City and approved by the Industrial Appraisal Review Board. Such final fair market value as approved by the Industrial Appraisal Review Board shall be final and binding unless either party within thirty (30) days after receipt of the Board's determination petitions for a Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section XIV hereof. In determining the fair market value of property and improvements as used herein, the Industrial District Appraisal Board shall base its determination on the fair market value as defined in Section VI herein, giving due consideration to comparable present day facilities considering and giving effect to sound engineering valuation practices relative to service life, life expectancy, process and functional obsolescence. D. Statements The City shall mail one statement to the Property Owner on or about December 1 of each year showing the total amount due on December 31 of such year pursuant to this Agreement. Such statement shall be mailed to the "Tax Statement Address" noted in this Agreement. Any amounts due on December 31 that are not paid when due shall become delinquent on January 1 of the following year. Provided, however, if the tax statement is mailed after December 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties, interest, attorneys' fees and costs of collection as recoverable by the City in the case of delinquent ad valorem taxes. The City shall have a lien upon the Property Owner's land within the affected area upon any delinquency in the Industrial District Payment. E. Valuation Contests If any differences concerning the appraised values shall not have been finally determined by the due date of the Property Owner's payment hereunder and the Property Owner desires to pursue any additional available remedies, the Property Owner shall, without prejudice to such remedies, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Harris County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner; if not paid timely, the refund amount shall bear interest at eight percent per annum beginning 60 days after the City received both the Property Owner's written refund request and the Harris County Appraisal District's formal notification that the appraised value of the property has been reduced. VII. Compliance with Law The City and the Property Owner mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in the air emissions, water effluents and noise, vibration and toxic levels of those industries located in the Industrial District, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Property Owner and the City agree that the same standards and criteria relative to noise, vibration and toxic levels and drainage and flood control which are adopted by the City and made applicable to portions of the City adjacent to the Industrial District shall also be applicable to the affected area. The Property Owner agrees that any industrial or other activity carried on within the affected area will be constructed in strict compliance with all applicable valid state and federal air and water pollution control standards. If the Property 6 Owner's property within the affected area is subject to the Occupational Safety and Health Act, 29 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its facilities and improvements in the affected area comply with the applicable fire safety standards of such act and the resolutions from time to time promulgated hereunder (the `'OSHA Standards'), but there shall be no obligation to obtain any permits of any kind from the City in connection with the construction, operation or maintenance of improvements and facilities in the affected area not located within the corporate limits of the City. Nonetheless, for construction which commences after the execution of this Agreement, the Property Owner agrees that any structure built within the affected area shall be built in accordance with the building code adopted by the City in effect at the time of construction. The City and the Property Owner recognize that activities in the City's industrial districts are subject to regulation by other governmental entities, including the state and federal governments and their various departments and agencies. The City and the Property Owner also recognize that the City may have an interest in activities in the City's industrial districts that are regulated by other governmental entities. Nothing in this Agreement is intended to limit the City's right and authority to communicate its interest in, or opposition to, those activities to the applicable regulatory agencies or to participate, to the extent allowed by law, in any related administrative or judicial proceeding. VIII. Inspections The Chief Appraiser of the Harris County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided in the Texas Property Tax Code as amended. IX. Public Community Improvement The Property Owner may apply to the City for reimbursement for a Public Community Improvement Project designed to further the public community improvement goals of the City of Baytown. Such project, the duration of the project, and the location thereof must be approved in writing by the City Manager of the City based upon the public community improvement goals of the City in effect at the time of the application. The Public Community Improvement Project must be completed prior to the expiration of the Agreement year during which it is approved to be eligible for reimbursement, except if it is approved as a multi-year project. The Public Community Improvement Project may be for multiple years; however, in order to be eligible for reimbursement in accordance with this article, it must be completed prior to the expiration or termination of this Agreement. Further, the project may be constructed on the Property Owner's property; provided that the project is visible from and enhances a public way or other public property. Any reimbursement under this article shall be subject to the City Manager's determination that the completed Public Community Improvement Project meets or exceeds those improvement efforts proposed and approved prior to the start of the project. iil Reimbursement may not exceed the amount the Property Owner will pay to the City based solely upon the Public Community Improvement Rate established in Article V hereof during the term of this Agreement. It is expressly understood and agreed that in any year during the term of this Agreement, the Property Owner shall not submit a request for reimbursement which exceeds the amount the Property Owner has paid to the City based solely upon the Public Community Improvement Rate established in Article V hereof. If the Property Owner fails to receive the City Manager's approval of a Public Community Improvement Project prior to the expiration of an Agreement year, the Property Owner will have no claim to the monies paid to the City based upon the Public Community Improvement Rate and the City shall use such funds for a project consistent with the City's public community improvement goals. X. Default A. Default by ProRe= Owner In the event of default by the Property Owner in the performance of any of the terms of this Agreement, including the obligation to make the payments above provided for, the City shall have the option, if such default is not fully corrected within sixty (60) days from the giving of written notice of such default to the Property Owner to either (i) declare this Agreement terminated or (ii) continue the term of this Agreement and collect the payments required hereunder. Notwithstanding any to the contrary contained herein, should the City determine the Property Owner is in default according to the terms and conditions of Section VII hereof, the City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at the address stated in this Agreement, and if such default is not cured within sixty (60) days from the date of such notice (the "Cure Period") then such failure to cure shall constitute a material breach of this Agreement; provided that, in the case of a default under Section VII for causes beyond the Property Owner's control that cannot with due diligence be cured within such sixty (60) day period or in the event that the failure to cure results from ongoing negotiations with federal or state officials, administrative proceedings or litigation regarding the necessary cure steps, then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. B. Default by City In the event of default by the City, the Property Owner may, if such default is not fully corrected within 60 days from giving written notice of such default to the City, terminate this Agreement. Upon such termination, both the Property Owner and the City shall be relieved of all further obligations hereunder, but the Property Owner shall not be relieved of the obligation to pay any amounts that accrued prior to such termination. In the event of termination, the City shall have the right to repeal the ordinance designating the affected area as an industrial district. Provided, however, if the termination occurs as a result of the City's exercising its option to terminate (as provided in the first sentence of this Section X), the City shall not have the right to annex the affected area into the general corporate limits of the City so as to subject the affected 8 area to ad valorem taxes for any part of the period covered by the Property Owner's last payment hereunder. XI. Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth on the cover page of this Agreement. Any such notice in writing may be given in any other manner. If given by registered or certified mail, the notice shall be effective when mailed. With the exception of annual bills for payments due herein, notice given in any other manner shall be effective when received by the Property Owner or the City, as the case may be. XII. No Further Expansion of Taxing Jurisdiction Nothing herein contained shall be construed to change or enlarge the jurisdiction, power or authority of the City over or with respect to the affected area as prescribed by applicable law, except as specifically provided in this Agreement. The Property Owner shall not be obligated by virtue of this Agreement, or the establishment of the industrial district covering the affected area not within the corporate limits of the City, to make any payments to the City in the nature of a tax or assessment based upon the value of the Property Owner's property in the affected area during the term of this Agreement other than the payments specified herein. Specifically, the Property Owner shall not be liable for any City taxes within the affected area, including, without limitation, City ad valorem taxes on taxable property within the affected area. XIII. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and is a member of Channel Industries Mutual Aid organization ("CIMA") or similar organization, the Property Owner shall reimburse the City for costs incurred by the City in providing fire protection services to the Property Owner as shall be provided in the charter, bylaws and agreements pursuant to which CIMA or such similar organization is organized and operates. If the Property Owner requests and receives mutual aid firefighting assistance and is not a member of CIMA or a similar organization, then the Property Owner shall be required to reimburse the City for costs actually expended by the City in providing any firefighting assistance to the Property Owner, including chemical and personnel costs. XIV. Declaratory Judgment Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of 7 Harris County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried as other civil causes. If the controversy affects an Industrial District Payment, the Property Owner shall, pending final determination of said controversy, pay to the City on the due date the same amount which was paid to the City for the last preceding period as to which there was no controversy concerning the amount owed by the Property Owner to the City. The Property Owner agrees to tender any additional amount of potential liability to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. XV. Assignment This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Property Owner and the City only. If the Property Owner conveys all or any part of the property then covered hereby, the Property Owner shall notify the City within 30 days of the conveyance and shall thereafter cease to be obligated with respect to the property so conveyed and the Base Year. Value plus the Added Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed, only if the grantee thereof enters into an Industrial District Agreement with the City with respect to such property so conveyed. No right or obligation under this Agreement may be sold, assigned or transferred. XVI. Authorijy The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner of a possessory estate (including a leasehold estate) in the land comprising the affected area, which will not terminate before the expiration date of this Agreement. Additionally, the officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he represents. XVII. No Municipal Services It is agreed that during the term of this Agreement, the City is under no obligation to provide any governmental, proprietary or other municipal services to the affected area. Specifically, but without limitation, it is agreed that the City shall not be required to furnish (1) sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5) garbage pickup service. XVIII. Severability If any provision of this Agreement, or any covenant, obligation or agreement contained herein, including, without limitation, that term hereof, is determined by a court to be invalidated or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to 10 comply with applicable law. If it is not possible to so reform such provision, covenant, obligation or agreement, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Provided, further that such invalidity or unenforceability shall not affect any valid and enforceable provision thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the above, if the application of this Section XVIII requires reformation or revision of any term that removes or materially diminishes the obligation of the Property Owner to make the payments to the City described herein (except in the event of a reformation that shortens the term of this Agreement), the City shall have the option to declare this Agreement terminated. XIX. Complete Agreement This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. XX. Non -waiver Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. XXI. Ambi ui�ties. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXII. Headings The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. XXIII. Choice of Law: Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XXIV. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. IN WITNESS WHEREOF, this Agregment is executed in multiple counterparts on behalf of the Property Owner this oZ day of, 20I�and on behalf of the City this D day of _ QLL , 201%.4 ATTEST: Secretary 12 LONE STAR NGL PIPELINE, LP By: LONE STAR NGL ASSET, GP, its general pa e By: S%CvErJ �TGLc.�ii-Ta Printed Name VP &V-'JT"ttr'1 Title BEVERLY M. HERNANDEZ Notary Public, State of Texas ., '.. My Commission Expires ru September 03, 2014 jayw0j\'q ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney LOUISE RICHMAN, Finance Director RMeanenelMy DocumentslCentractsllDAUAneStarNOLAipctinclDA(b).doe 13 CITY OF BAYTOWN STEPHEN H. DONCARLOS, Mayor EXHIBIT "A" DESCRIPTION OF A 363..0534 -ACRE TRACT HANNAH NASH SURVEY A-54. W. GREGORY SURVEY rThomas Toby), A-760. W. GREGORY SLUM (Thomas Tabyl. A-782, and the L HEMEHWAY SURVEY fFhomas:Tobv). A-803 HARRIS AND CHAMBERS COUNTY, TEXAS Being a 363.0534 -acre parcel of land situated in the HANNAH NASH SURVEY, A-64, W. GREGORY SURVEY (Thomas Toby), A-780. W. GREGORYSURVEY (Thomas Toby). A -78Z and the L HEi1 MiVAY SURVEY pomas Yobyj A4M, In Harris and Chambers County, Texas, being the residue *of a pried 490.300 -acre trait conveyed unto Cedar Bayou Rands, L%by the Estate of J6= Newton Ray2or. being comprised of (Raynor fust tract). called 418.225ean:s dtuntad In the HANNM HASH SURVEY. A-54,.desaibed hCotinly Clews Fie No. D64261CL Deed Record* turd In the (Razor second tract). a called 63.1775 acre tract situated in rho W. GREGORY SURVEY (Ttoomos Toby), A- 780, Nlr. GREGORY SURVEY rrhomas Toby), A-782, and rho L HEMENWAY SURVEY (Thomas Toby). A-803, described M County Clerks File No.D842797. teed Records said 63.1778 -seas being also described In a deed conveyed unto Cedar Bayou Ranch, LP, from CSR Grass Farm and Cattle Company In County Clerk's File Na 20080103173, Official Public Records of Real Pmpe rty, said 480.300 -acre parcel being recorded in County Clark's File No. Y598473, Official Public Records of Real 137 Property, less a called 130.479 -acre tract situated In the HANNAH NASH SURVEY, A-84, conveyed CN unto LDH Energy Mont Behrfeeu recorded in County Clark's File No. 20070671987, Offrclal Public O Records of Real Property., togetherwdh a called 5.124 -acre tract situated in the W. GREGORY SURVEY (Thomas Toby), A-780, conveyed unfo Cedar Bayo4 Rartch. LP, recorded in County Clerk's n Fde!20080103192, being out of the a certain Tract 4-8,. being a 128 -acre tract of land described In CA Volume 725, Page 467, Deed Records, In County Clerk's File No. 20060103192, an of Harris County. 00 Texas. Said 383.0534 -acre tract being more particularly described as follows. CO d- BEGIN at a found 1 -inch Iron pipe found for the northwest corner of a said 63.8922 -acro parcel beim O the southwest corner of said Tract 4.9 on the easterly right-of-way Puna of Farm to Market Road 1942 being a 100 foot wide right-of-way. said POINT OF BEGINNING having 8 grid coordinate of IY N. 13,881.037.7S. E. 3,235,623.99; W THENCE North 87' 29' 39' East, wrong the common One of said 83.8922 -acro tract and said Tract 4-13 for a distance of 3122.84 feet to a found Iron rod with a cap stamped 'BMHE' being the southwest coiner of said 5.124 -acre tract from which a found iron rod with a cap stamped 'Babcock Eagleton' found for the northwest corner of said 63.8922-2crrr tract bears North 87' 30' 41' East, for a distance of 2060.26feef. THENCE North 80' 08' 13' East, departing the northerly line of said 63.8922-adre tract, for a distance of 1203.27 feet, caped (North 80' 07' 06 East, 1204.69 feet) to a found ken rod with a cap stamped 'BIIMHE' for an artgta corner of said 5.124 -acre tract THENCE Nord: 87' 29' 59' East, along the rottenly fine of said 5.124 -acre tract. for a distance o, 832.53 feet, tatted (831.12 feet) to a 5184nch iron rod %vith a rip stamped 'S Oliver and Associates' (herein after referred to as with a cap) set for the northeast comer of the said 5.124 -acre parcel on the west Eine of said 418.225 -afire (Rami first tract) the caged west line of the HANNAH NASH SURVEY and the East One of said Tract"; THENCE North 11' 2T 00' West, along ft westerly rune of sold 418.225 -acre tract, the easterly Fine of said tract 4-B rand the westerly One or the HANNAH NASH SURVEY as called for In said doed recorded in County Clerk's File No. D642610, Deed Records, Harris County, Texas. passing the soul erest comer ot'a 25 -acro tract conveyed to Novina Rains in County Clerks File No. 2008036Q144. of the Official Public Records for Real Property of Harris County, Texas, being the v rnd tract of land described In County Cleric's File No. D02OW6 of the Deed Records of Harris County, Torras, at 3090.56 fact. and continuing for a total distance of 4005.11 feet to the northwest comer of sold 416225 -saes and the northwest comer of the herein described tract on the easf right -of way of Halt' Rodd (not open) called for In said County Cleric's File Na D0200W, on the caped vrest One of the said HANNAH NASH SURVEY and on the called nonan fine of said HANNAH NASH SURVEY and the south Gne of 160 -acre tract eomreyed to Max W. Ackerman and Viola S: Ackerman in Courtly Clerks File No. M3T8759 of the Deed Records of HarrfsCw*, Texas. a cross sot on the top of a concrete culvert for reference bears South'82'OZW West, a distance of 0.18 feet Page 1 of 3 'fJ 1ENGE North 7e,' 52' 34' fast along the common line dt said 418.226 -acro tract and seed Adcdrnian tract acid the northerly Gna of the HANNAH NASR SURVEY ,= called. for in said ¢eed recorded in County Ctetl; s File No. D542610, Deed Records, Harris•Cotinty, Tw ds', passing at 29.791Y feet a 518' iron rod with a cap set fqr reference, passing the old chapnel of Cedar Bayou being. ft 41viding lime or Harris and Ownbers County, passfrsg at 3431.41 fdet a S!8' hon rod rrith a cap set for reference xhd contiruirsg for a total distance of 3561.41 feet to the current anter of Cedaf Baybu ('!Tse General Land Office Stated that the State does not claim the bed sof Cedar Bayou.In the Hannah Nash Survey), and on the west Una of the residue of 22%acres caged Tract 2 convLyed to Wht BeMeu CaVeM. LLC, recorded in County Clerk's Ffla No.'201162639of the Clidal Public Regards of Chambers •County, Texas, a found 112' iron rod shimped 'M CHANDLER 5292' on the north Eine of wilt residue of 2214 - acres bears North 7749'55* East, for a.distance of 176.13 feet, a found 2' iron pipe on said norttr line beers Korth .77'49' 55' East, for a distance of 5375.92 faet; THENCE to a southerly direction along the centerline of Cedar Bayou and the vresterly One of satd*Mont Belvieu Cavems, LLC, tract, the fcllwvtng course's: S6uth 14' 16'45' West,dor'a distance of 21326 feet; Sguth Q2' 1Z 4r West, for a distance of 406.41 feet; O South08' 25 57* West, fora distance of 140.63 fee:; M South 32.43' 2r West, fora distance of 216.78 feet: N' South 02' 24' 58' l=ast, for a distance of 74.85 feet; O South 41.09' 60' East; for a distance of 64.62 feet: South T6' 13' S2' East, for a distance of 154.45 feet; South 70' 02' 23' East, for a distance:of 82.46 foot; M South 45' 07' 41' East for a distance of 110.94 feel: r South 31' O9' Or East, for a distance of 175.79 feet; t� 9outir22.1tY 89' East; fpra distance of 206.37 faot; O South 55.25' 26' Fast, for a distance of 95.91 feet; South, 6r W'212' East, for a distance of 167.11 feet; ixSouth South 47.24'23 East, for a distance of 14266 feet; 62.05'53' Fast, for a distance of 143.33 feet: Sotrth 80` 33'11!' East, for a Atance of 256.41 feet; South 63' Zr Cc" East, for a distance of 145.22 feet; South 3,V'OZ 14' East, for a distance of 77.64 feet; South 20.38' Sir East for a distance of 75.70 feet; South 04.41 1-23' East, for a distance of 83:19 feet; South 21' 25'51.7 East, for a distance of 269.46 feet; South -37.08' 21' East, for a distance of 5922 feel; Scant 68' 13' 44' East, for a distance of 93.25 feet; THENCE South 63. 26'24' Sast, along the centedlne of Cedar Bayou to the northerly lino of said 130.4711 -acre tract, for a distance of 93.98 fest to the most easterly. caner of the herein described tract; THENCE South 80' 20' 27 West, departing the centeriine,or Cedar Bayou along the northerly fine of sold 130.479 -acre tract; passing at 128.46 feet a found 516 -inch Iron rod with a cap stamped•'BMME , and continuing fdr a total distance of 3021.86 feet caged (3p30.93 feet) to a steel fence post wtflch occupies the northwest comer of said 130.479-2cre tract and an tntecW comer of the herehi'descxibed trsrct; THENCE South 09' 39' Sr East, along the westerly line of said 130.479 -acre, bad, for a distance of 175281 feet to a found 5184nch iron rod with a cap stamped 'SMHE for the southwest comer of said 130.479 -acre tract and an exterior comer of the herein described tract on the north Ifne of a parcel of land conveyed unto the Coastal MdttsLfal Water Authority recorded in Volume 7897, Page 224, of the Deed Records of Hdnis Cou*. Texas; THENCE South 81' 14' O9' Wc*L along tho common lana of said Coastal rndustrisl Water Aufhority tract fora• distance of 14207 feet to a found 518 -Inch iron rod' for the northeast corner of a parcel or land conveyed unto the Coastal Industrial Water Authority recorded In Volume 7921, Page 328, of the Deed lards of Barris County,Texas; Page 2 of 3 THENCE South 81' 20' 64' West,, along the coannon fine of said, Coastal trldustriat.W..ater AVthorily tradt,.for a disbirm of 7.83.46, few (called South 81.21' 10' West. 785:21 feefl to a found Sl8-Intl lrbn rod for the northeast co*ier of a paroel of bdid conveyed unto the Coastal Industrial Vater Authority recorded fn Volume 8032, Page 297, of the Deed Retards or ttarris Codnly, Texas: TF1F.t t:E $oath 811, lir 05" Wes{, dlong the common one of said' Coastal IndirstrialWate'r Authof► tract. fat adis>ance of 620.73 feet to d found &Vtitch lron rod with a cap set forthe northeast t arRr said tract. being ll e south mA tamer of saki 418.226 -acre (Raynor first iract)-on the east tinW6f said SiA9,22-acre 014mor second tract): A survey plat of even date accompanies thisdescriptlon. THEkft South 11.2y' 00' East along the common tine of said Coastal industrial Water Authcrky tract and said 63.8= -acre (Raynor second trod). for a distance of 1159.24 feet called (South 11'21' last, 1158.86 feet) to a point i:r a cartel, being the southeast comer of said frac; THENCE South 87' 14' 30' West, passing at 164,65 feet a 518' jron rod with a cap cot for referahce, and. contig ring along the eonimon fries of a p2lcel of sand conveyed crib Data R. Stow -and Mary I_ Stow recorded In County Clerk's Fls a No. 200701.42857 of the Official PubilaRetordc fol' Real Property r— of Harris County, Texas, for a total dislanco of 89+1.86 feet cailsd $92.62 feet) to a found 5!84noh Iron M rodVAth a cap stamped 'RPLS 4980' being a horthedy comer of the said Stow trail on the easterly line of the residue -d a 78.1468 -acre tract conveyed to Aaron David Brawn et. al racorded in Cobrdy C*A's CD File'No. V169758, Oficial Public Records of Resiftperty of'Harris County. Texas; r tT 00 THENCE North Or 27' 05" West, along'the ccmmoin fine of said 76.1488 -acre tract and said 63.8922- 0 acre (lkayzar second tract). for a distance of 861.33 feet to a $W Iron rod wsth a cap set for- the CD northeast corner of said 76.1468 -acre Browne tract and an inferior coiner of said �Rayzor secwW tri3et) Id, and a corner of the -'herein described tract; O THERCE South 87' 27'4W West, along the common late of saki 76.1468 -sue tract and said 63.8922- W acte (kayzor second btet), f6r a distance of 4071.56 feet, tailed (South 87.' 28' 3V W_st, 4071.03 feet) to a Ste" iron rod with a cap set for the northwest comer of said 76.1468-eere Bio Wd frac WW ft. souftvast cooler of seM (Rayner second Tract) and a corner of the heroin described .tract an the viesterly dght-af-way imp of said roan to Market 1942; THENCE North 46* 52' 15' West: along the saki Westerly right-ol-way line. passing at 42:12 fetita found 516' kon rod and cortfinlprq for a total distance of 582.59 feet called (North 46' 55'21T West. •58259 feat) to the PDINT OF BEGINNING and containing 363.0534 -acres more or less. All bearings and coordinates sham hereon are referenced to tate Texas Coordinate System of 1983, Central Zone. A survey plat of even date accompanies thisdescriptlon. R2eyise.d Ji Iy 9.2013• pwg. No.13�033-001 Compiled by. S' Oliver & Asaophle3, L.P. 7507 Bayway Drive Ba�vm, Taxes 7752a TyZS�f a;2. ` o a 7fo9��3 uarstinn�'a�exK , tp� Marvin L. k9ar�tOclG ' SSO {O Registered l?roiesstonal Land Surveyor No. Page 3 of 3 5008 July 04, 2013 R2eyise.d Ji Iy 9.2013• pwg. No.13�033-001 Compiled by. S' Oliver & Asaophle3, L.P. 7507 Bayway Drive Ba�vm, Taxes 7752a TyZS�f a;2. ` o a 7fo9��3 uarstinn�'a�exK , tp� Marvin L. k9ar�tOclG ' SSO {O Registered l?roiesstonal Land Surveyor No. Page 3 of 3 N 20130344322 dM' 0 # Pages 6 ' 07/11/2013 08:15:35 AM 00 00 e -Filed & e -Recorded in the I Official Public Records of cD d' HARRIS COUNTY STAN STANART 0: COUNTY CLERK LU Fees 32.00 RECORDERS MEM MUMUM This instrument was received and recorded electronically and any blackouts, additions or changes xezo resent at the time the instrument was filed and reco9ded. Any provision herein which restricts the sale, rental, or U30 of the described real property because of color or race is invalid and unenforceable under federal law. THE STATE OF TEXAS COUNTY OF HARRIS I hereby certify that this instrument was FILED in File Number Sequenco on the date and at the timo stamped hereon by me; and was duly RECORDED in the Official Public Records of Real Property of Harris County, Texas. ®RP, � cwrn ppc motto cin. mut LO L0 It a1 Metes and Bounds LDH Energy Mont Belvieu L.P. 130.000 Acres Tank Ferre Site Harris County, Texas BEING all that certain tract or parcel of lend containing 130A79 acres of land situated In the Hannah Nash Survey, A-54, Harris County, Texas and being out of and a purl of a certain 490.106 acre tract of land comprised of three parcels of land situated in the Hannah Nash Survey, A.54, the Thomas Toby Survey (W. Gregory Survey), A780, the Thomas Toby Survey (W. Gregory Survey), A-796 and the Thomas Toby Survey (L. Hemenway Survey), A-803, Harris County, Texas, sold 130.478 acres being more particularly described by metes and bounds as follows; COMMENCING at a 518" Iron rod found for an all comer or most northerly southwest comer of e certain Called 490.300 acre tract of land conveyed by Special Warranty Deed from The Estate of Jess Newton Rayzor to Cedar Bayou Rench, LP, described and recorded under Clark's File No. Y598473 of the Official Public Records of Real Property of Harris County, Texas (OPRRPHCT) and being a composite of the same tracts or parcels of tend described and recorded under C.F. No. D642810 (Called the Rayzor First Tract) and G.F. No. D642797 (Called the Rayzor Second Tract) and being the same parent tract of land resurveyed as 460.106 acres by Steven Ray Estes, RPLS No. 6631 on September 27, 2007, same 518' Iran rod sited on the northwest comer of a certain tract conveyed In deed to Coastal Industrial Water Authority described and recorded under Film Coda No. 117.0025-1749, OPRRPHCT same point sited on the Abstract division line between the Hannah Nash Survey, A-54 and the Thomas Toby Survey (W. Gregory Survey), A-786, Harris County, Texas; THENCE N 81x0641" E (Deed Call N 8190T05"E, 821.49' C.F. No. Y598473 OPRRPHCT) along the scuth One of said 490.108 acre Cedar Bayou Ranch, LP tract and the north line of sold Coastal Industrial Water Authority tract for a distance of 621.68 feet to a 112" iron rod found for an angle corner of same 490.106 sores and the northwest comer of a certain Coastal industrial Water Authority tract described under F.C. No. 1*14-0022-1612, OPRRPHCT; THENCE N 81021'050 E (Deed Call N 81021'10"1:, 783.21' C.F. No Y598473) continuing along the south tine of saki 490.106 acre Cedar Bayou Ranch, LP tract and the north line of sold LU Coastal Industrial Water Authority parcel for a distance of 782.96 feet to a 1" Iron pips found for an angle comer of some 490.106 acres and the northwest comer of a certain Coastal Industrial Water Authority tract described under F.C. No. i 13-00x8-2325, OPRRPHCT; THENCE N 81019'43" E (Deed Call N 81°19'30"E) continuing along the south fine of said 490.106 acre Cedar Bayou Ranch, LP tract and the north line of sold Coastal Industrial Water Authority parcel for a distance of 143.21 feet to a 618" Iran rod with cap scribed 'BMHE' sat In concrete for the southwest comer and POINT OF BEGINNING of the herein described tract; THENCE N 091138'37' W departing the south line of said 490.106 acre Cedar Bayou Ranch, LP tract and north Una of said Coastal Industrial Water Authority tract and crossing transversely a pipeline corridor with multiple Right -of -Way Easements Including a Pipeline Easement of undefined width to Texas Pipe Line Company (Called 1`r Tract) described and recorded in Vol. 1640, Pg. 732. HCDR, a 30 Fl. Pipeline Easement to Colonial Pipeline Company recorded under Film Code No. 110.0098-2274, OPRRPHCT, a 50 Ft. Pipeline Easement to Colonial Pipeline Company recorded under F.C. No. 073-0016.1134, OPRRPHCT, a 30 Ft. Pipeline Easement to Sinclair Pipeline Company described and recorded under F.C. No. 045.0029-0266, OPRRPHCT, a 30 Ft. Pipeline Easement recorded under F.C. No. 052-0024-0663, OPRRPHCT together with modifications of said Sinclair easements to Arco Pipe Una Company described and recorded under F.C. Nos, 110-0001.0923, 122.0015-1353 and 161-0020-1791, a 30 Ft. Pipeline Easement to Explorer Pipeline Company recorded under F.C. No. 121-0024.1380, OPRRPHCT and a Pipeline Easement of undetermined width to Explorer Pfpef)ne Company recorded under F.C. No. 124-0027-0826, OPRRPHCT, continuing for a distance of 1752.86 feet to a 518' Iron rod with cap scdbed'BMHE' set In concrete for the northwest comer of the haroln described tract; EXHIBIT 0Y 3 0 Metes and Bounds LOH Energy Mont Belvieu L.P. 130.000 Acres Tank Farm Site Harris County, Texas Page 2 THENCE northeasterly N 80220'22' E and at a distance of 2893.23 feet passing a 518' iron rod with cap sorbed 'BMHE' set In concrete for a Reference Monument near the west bank of Cedar Bayou and within the confines of a Harris County Flood Control District 200 ft. channel described In Vol. 1748, Pg. 639, HCOR and continuing for a total distance of 3030.93 feet to a point In the canterilne of aforementioned Cedar Bayou being the east riperlan boundary of said 480.106 acre Cedar Bayou Ranch, LP tract, the west riparian boundary of a certain tract conveyed to Encore Trust Company and Texas ABM University Development Foundation described and recorded under Film Code No. 094.0260-0272, OPRRPHCT, same Cedar Bayou recognized as the common line between Harris County and Chambers County, Texas, for the northeast comer of the herein described tract; THENCE generally In a southeasterly direction along the meanders of Cedar Bayou and the east riparian boundary of aforementioned 480.106 acre tract the following courses and distances: S 61034'09* E for a distance of 204.70 feet; S 37.14'46' E for a distance of 100.81 feet; S 15°49'21' E for a distance of 163.83 fest; S 12066132' W for a distance of 121.75 feet; S 111,28'01' W for a distance of 218.41 feet; S 19°38'40' E for a distance of 44.61 feet; S 271,28'08' E for a distance of 260.28 feet; S 62008'03" E for a distance of 141.11 real; S 75010'12' E for a distance of 183.64 feet; S 8806210' E for a distance of 23262 feel; 9 3602 VW E for a distance of 216.20 fact; THENCE continuing along Cedar Bayou meanders S 37421'52' E for a distance of 142.18 feet to a point in the south fine of aforementioned 490.106 acre Cedar Bayou Ranch, LP parcel and sited on the north fine of a certain tract conveyed to L. W. Massey, described and recorded in 1967 /168, HCDR for the southeast corner of the herein described tract; THENCE S 78040112" W departing cold Cedar Bayou along the soulh [Ina of sold 490.106 acre tract, the north line of sold L. W. Messay tract, at an approximate distance of 60.05 foot passing a point for the northwest comer df some and continuing along the north tine of a certain Coastal industrial Water Authority tract described and recorded under F.C. No. 113.0028 2332, OPRRPHCT and at a distance of 72,86 feet passing a $18` Iron rod with cep scribed'BMHE' set in concrete for a Reference Monument near the west bank of Cedar Bayou and within the confines of said Harris County Flood Control District channel, conllnuing generally along a barbed wire fence line for a total distance of 1132.47 feel to a V Iron pipe found for the northwest comer of same Coastal Industrial Water Authority parcel, for an angle corner of the herein described tract; THENCE S 76035'60' W (Dead Call S 760381104W, 381.60'0.F. No. Y598473) along the south line of sold 490.106 acre tract, the north line of a certain Coastal Industrial Water Authority tract described and recordod under F.C. No. 116-0024.2393, OPRRPHCT for a distance of 381.39 feet to a 112" iron rod found for an angle comer of the herein described tract; THENCE S 76032'17" W (Deed Call 8 76036'00"W, 804.68') along the south line of sold 480.106 acre tract, The north line of a certain Coastal Industrial Water Authority tract described and recorded under F.C. No. 117.0038-0679, OPRRPHCT for a distance of 805.48 feet to a 518" Iron rod found for an angle comer of the herein described tract and from whence a 518" Iron rod found bears S 30007'39" E a dislence of 8.78 feet; THENCE S 77-42'30' W (Deed Call S 77042'26'W, 1018.12) continuing along the south line of sold 460.106 acre tract, the north line of a certain Coastal Industrial Water Authority tract described and recorded under F.C. No. 113.0028-0837, OPRRPHCT for a distance of 1017.80 feet to a 1" iron pipe found for an angle comer of the herein described tract, same being the northeast corner of a certain Coastal Industrial Water Authority tract described and recorded under F.C. No. 113-0020-2325; Metes and Bounds LDH Energy Mont Belvieu L.P. 130.000 Acres Tank Farm Site Herds County. Texas Page 3 THENCE S 81619'43" W (Deed Call S 81019'30"W C.F. No. Y598473) continuing along the south line of aforementioned Ceder Bayou Ranch, LP 490.106 acra tract and north line of sold Coastal Industrial Water Authority parcel for a distance of 610.01 feet to the soulhvrest corner and POINT OF BEGINNING of the herein described tract, In all containing 130.479 acres (5,683,874 square feet) of land, more or loss and situated wholly within the Hannah Nash Survey, Abstract No. 54. !Vote: This metes & bounds description is based upon a standard land survey and survey plat prepared by Steven Ray Estes, RPLS No. $631, of even date and to which reference Is hereby made. Bearings and distances are derived from GPS observations end based on the Texas State Plane Coordinate System, South Central Zone, NAD 1983. P.O.B. coordinates are as follows: N 13881373.5697, E 3242348.1761. Ln Babcock Eagleton, Inc. r F NT 0 0 Of w f�Sl R. Estes, RPLS Texas Reglstratlon No. 5631 October 1 Z. 2007 Babcock Eagleton, Inc. 2800 N Loop West, Suite 1000 Houston. Texas 77092 (713)671-5787