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Ordinance No. 14,911ORDINANCE NO. 14,911 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 CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC; 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 CenterPoint Energy Houston Electric, LLC. 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 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 14th day of October, 2021. DON CAPETILL , Mayor KAREN L. HORNER, City Attorney R:\Karen Horner\DocumentsTiles\City Council\Ordinances\202 I\October14\IDAwithCenterPointEnergyHoustonElectric.docx 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 CenterPoint Energy Houston Electric, LLC, a limited liability corporation, 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: I. Parties This Agreement is made under the authority of Texas Local Government Code Annotated 542.044 (Vernon 1993), article XI, 55 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 Attn: City Attorney P.O. Box 424 Baytown, TX 77522 2. The "Property Owner" CenterPoint Energy Houston Electric, LLC P.O. Box 4567 Houston, TX 77210-4567 Tax Statement Address: . CenterPoint Energy Houston Electric, LLC Attn: Justin Hyland P.O. Box 4567 Houston, TX 77210-4567 Il. Identification of Property 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 2021 through 2027, 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 specific to the term hereof. IV. Limited Immunity from Annexation by the Cite 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: (1) the fair market value as agreed to and stipulated by the parties to be as follows for each year indicated: 2021 0 $14,838,486.00 2022 $14.838,486.00 2023 $14,838,486.00 2024 $14,838,486.00 2025 $14,838,486.00 2026 $14,838,486.00 2027 $14,838,486.00 hereinafter referred to as the "Base 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: TAX YEAR YEARLY PAYMENT RATE 2021 .66 2022 .66 2023 .66 2024 .66 2025 .66 2026 .66 2027 .66 VI. Valuations and Collections A. Generally The parties hereto recognize that said Chambers County Appraisal District is not required to appraise for the City the land, improvements, and tangible property, real or mixed, in the affected area, which is not within the corporate limits of the City, for the purpose of computing the payments hereunder. 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; and 4. detennine a capitalization rate for income -producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. The parties agree that the fair market value of the Property Owner's land, improvements, and tangible property subject to Subsections B and C of this section shall be determined in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment under this Agreement on properties annexed or disannexed subsequent to the commencement of this Agreement. The City may choose to use the appraised value as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination), or by appraisal conducted by an independent appraiser of the City's selection at the City's expense. The detennination of fair market values by the City shall be final and binding unless the Property Owner within thirty (30) days after receipt of the City's determination petitions for a Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section XIII hereof. Nothing contained herein shall ever be construed as in derogation of the authority of the Chambers County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. B. Adjustment of Base Value for Property Inside the Corporate Limits but Subsequently Dicannexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is 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 disannexed land, improvements and tangible property, real or mixed shall be detennined as described in Subsection A of this Section based upon the year in which the property is disannexed and shall be added to the Base Value specified in Article V each year after the disannexation for purposes of payment hereunder. 4 C. Adjustment of Base Value for Property Outside the Corporate Limits but Subsequently Annexed Land, improvements and tangible property, real or mixed, of the Property Owner, which is annexed into the corporate limits of the City during the tenn of this Agreement, shall be removed from the affected area the year after the annexation. The value for such annexed land, improvements and tangible property, real or mixed shall be detenmined as described in Subsection A of this Section based upon the year in which the property is annexed and shall be subtracted from the Base Value specified in Article V each year after the annexation for purposes of payment hereunder. 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 Paynent. 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 is pursuing through a declaratory judgment action as specified in Subsection A, the Property Owner shall, without prejudice to such action, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both Chambers County Appraisal District's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner; if not paid timely, the refund amount shall bear interest at the rate specified in Section 2251.025 of the Texas Government Code beginning 60 days after the City received both the Property Owner's written refund request and the Chambers County Appraisal District's fonnal 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 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, 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. V III. Inspections The Chief Appraiser of the Chambers County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as are provided in the Texas Property Tax Code as amended. N. 1X. Default A. Default by Property 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 (hat, in the case of a default under Section VI1 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 IX), 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 area to ad valorem taxes for any part of the period covered by the Property Owner's last payment hercunder. X. 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. XI. 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 tenn 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. X lI. 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. XI11. Declaratory Judgment Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris County, Texas, for a Declaratory Judgment detennining 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. XN. 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 34 days of the conveyance and shall thereafter cease to be obligated with respect to the property so conveyed and the Base Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed, only if the grantee thereof enters into 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. XV. Authority The Property Owner covenants that it has the authority to enter into this Agreement by virtue of being either the legal or equitable owner 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. XVI. No Municipal Services It is agreed that during the teen 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. XV II. 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 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 XVII 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 tenninated. XVIIL 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. X1X. 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. XX. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXI. 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 Nvith the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. IN XXII. 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 perfonnance for all purposes shall be Baytown, Harris County, Texas. XXIII. Agreement Read The parties acknowledge that they have read, understand and intend to be bound by the teens and conditions of this Agreement. IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf of the Property Owner this Ctl _ day of (2)ctc> her , 2021 and on behalf of the City this day of , 2021. CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC By: C'0-t4 C�jk/-J&j FqKl'"Le Printed Name Tax Title STATE O� § § COUNTY OF' �� § Before me, �� Ll- C �� , the undersi 'Ineduotary public, on this day personally appeared ( O( , the VIP 1tu— _ of CenterPoint Energy Houston Electric, LLC, the owner of the fected property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes, in the capacity, and for the consideration therein expressed. ot-) Pn SUBSCRIBED AND SWORN before me this — day of V1�(r- V , 2021. DEBRA DENISE HUGGINS �; 1�-- Notary Public. State of Texas AotarComm. ExpiresQ5-1 t-2Q25 is in and for the State of Notary ID 13309304-3 11 XXII. 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. XXIII. 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 Agreement is executed in multiple counterparts on behalf of the Property Owner this t, day of 0—64; , 2021, and on behalf of the City this_ day of____.__ _ 2021. STATE OF I& § CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC C W Imo., _♦ QiS11Q\j01\ yxt % . \'h1O ( Printed Name U \` - Title COUNTY OF Y S Before me, t ` the undersi red n y putllic, on this day personally appeared , the ► t � of CenterPoint Energy Houston Electric, LLC, the owner o the affected property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes, in the capacity, and for the consideration therein expressed. A SUBSCRIBED AND SWORN before me this V day of � � gr 2021. auo• KRISTI KEEL Notary Pu is mi and for the State of �g ?ovoty1� : •" '••.y, _ Notary Public. Stets of Tezea v� l4c Comm. Expires 03-14.2024 •,',tta'WS Notary ID 1190650.2 I1 CITY OF BAYTOWN BRANDON CAPETILLO, Mayor ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney VICTOR BROWNLEES, Finance Director RAKaren AndersonlIDAsl2021-2027UDA-CenterPointEnergyHoustonElectricExistist,2021.docx 12 EXHIBIT A Boundaries of Jordan Substation Real Estate Covered Under Industrial District Agreement NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS COUNTY OF CHAMBERS ) SPECIAL WARRANTY DEED KNOW ALL PERSONS BY THESE PRESENTS, This Special Warranty Deed is dated this day of August, 2012 ("Deed"). THAT, Patti K. Kroll, herein called Grantor, whether one or more, for and in consideration of the sum of TEN DOLLARS ($10.00) CASH and othervaluable considerations to Grantor paid by CenterPoint Energy Houston Electric, LLC, a Texas limited liability company, herein called Grantee, whose principal address is P. 0. Box 1700, Houston, Texas 77251, the receipt of which is hereby acknowledged, has GRANTED, SOLD AND CONVEYED and by these presents, does GRANT, SELL AND CONVEY unto said Grantee, and Grantee's successors and assigns, all of the following described lands, to wit Those certain tracts containing 31.799-acres of land and 8.16&acres of land out of a 144.93-acre tract in the Hannah Nash League, Abstract 20, in Chambers County, Texas, being further described on EXHIBITS "A" and "B," attached hereto and made part hereof (hereinafter the "Property") This Deed and conveyance is made subject to all oil, gas and mineral reservations or conveyances of record in the office of the County Clerk of Chambers County, Texas, and Grantor, for itself, its heirs, successors and assigns hereby reserves all oil, gas and other minerals on, in or under, or that may be produced from the Property herein granted; provided, however, that as to any mineral interest to which title shall remain vested in Grantor by virtue of this reservation, Grantor hereby waives all rights to use the surface of the Property herein granted for the purpose of exploring for, developing or producing said minerals. This Deed and conveyance is expressly made and accepted "as Is" and "where is" with all faults and is subject to: () all valid and subsisting restrictions, reservations, covenants, conditions, rights of way, easements, liens, and other encumbrances, if any, now in force and existing of record in the office of the County Cleric of Chambers County, Texas, to which reference is here made for all purposes; and (ii) those easements which, though not of record, are evidenced on the ground to the extent same pertain to the Property. If Grantee should elect to sell all or any portion the Property within ten (10) years of the date of this Deed, then Grantor shall have the right of first refusal to repurchase the Property for the same price Grantee paid to Grantor for same. A registered or certified Letter addressed to Grantor at the last known postal address shall constitute sufficient notice to the Grantor of Grantor's option to exercise the right of first refusal to repurchase the Property. Grantor shall exercise blight of first refusal solely in writing by certified or registered letter to Grantee's address, CenterPoint Energy Houston Electric, LLC, Attn: Surveying and Right of Way, P.O. Box 1700, Houston, Texas, 77251-1700. If Grantor falls to respond, in writing, at the above -named address, within sixty (60) days following the date of mailing of the aforesaid notice letter, then Grantor's right of first refusal shall automatically expire by its own terms. Taxes forthe current year have been prorated as of the date of execution of this instrument by Grantor and are assumed by Grantee. TO HAVE AND TO HOLD the above described Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto the said Grantee, Grantees successors and assigns, forever and Grantor does hereby bind Grantor and Grantors successors, heirs, assigns and legal representatives, to warrant and forever defend all and singular the premises unto the said Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. Special Warranty Deed: (Pahl K ftil) Page 1 of 2 Jab No. 58283711-2 Parcel Nos. 0547.OQ7 & C547-008 EXCEPT FOR THE WARRANTY OF TITLE HEREIN, ALL WARRANTIES ARE EXPRESSLY DISCLAIMED BY GRANTOR. EXECUTED AND ACKNOWLEDGED this 00day of August, 2012. B. Patti K Kroll, GRANTOR ACKNOWLEDGMENT STATE OF TEXAS I COUNTY OF ZO—~-1-5 BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Patti K Kroll, known to me to be the person whose name is subscribed to the foregoing Special Warranty Deed and acknowledged to me that she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. 1 �^ ,: Mle, We of TowOF AFTER RECORDING RETURN TO: SURVEYING & RIGHT OF WAY CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC P.O. BOX 1700 HOUSTON, TX 77251-1700 ate. Notary's Signature (Name typed or printed) _/ Commission Expires: ®,8 r �29A Special Warranty Deed: (Pats K. Krull) Page 2 of 2 Job No. 59283711-2 Parcel Nos. C547-007 C547-ODB Job 59283711 Map G-2461C-54 7 Parcel C547-007 EXHIBIT "A" A 31.799-acre tract or parcel of land out of the Hannah Nash League, Abstract 20, in Chambers County, Texas, being out of that certain 144.93-acre tract described in a deed to Patti Kroll from Lillian Anne Keyser, dated September 13,1996, and filed of record in Clerk's File (96) 312 110 of the Official Public Records of Chambers County, Texas, and being out of Share 1-K as referenced in Cause Number F412 815 as recorded in volume 177, page 583 of the Deed Records of Chambers County, Texas and volume 16, page 220 in the Minutes of District Court of Harris County, for the 127t' Judicial District of Texas. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1983, South Central Zone, as defined in the Texas Natural Resources Code, Sec. 21.071, et. Seq. and are based on an RTK and conventional survey performed in December of 2011 and January of 2012. All distances recited are surface and may be converted to grid by multiplying by the scale factor 0.999903439. Said 31.799-acre tract is described as follows: BEGINNING at a seta/" iron rod with plastic cap marked "CENTERPOINT ENERGY", on the east line of the said 144.93-acre tract and being on the north right-of-way line of F.M. Highway 1942 also known as Crosby -Barbers Hill Road, being 120 feet wide, and having coordinates X=3259796.52, Y=13880318.23, from which bears a found 1-1/4" iron pipe at- N:.120 15' 39" W., 1.39 feet; THENCE, S. 77" 2T 02" W., along the north right-of-way line of F.M. Highway 1942, a distance of 1605.30 feet to a call and found iron rod with aluminum cap marked "H.L.&P. Co." on the easterly line of a 340 feet wide CenterPoint Energy Company electric transmission easement as recorded in volume 307, page 311 of the Deed Records of Chambers County, Texas; THENCE, N. 35a21' 13" W., departing the north right-of-way line of F.M. Highway 1942 and along the east line of the said 340 feet wide CenterPoint Energy Company easement, a distance of 54.68 feet to a set 3/" iron rod with plastic cap marked "CENTERPOINT ENERGY." for a comer; ,t.Uab name2at UM83711 JORDAN SUBSTATIONWETES AND BOUNDS DESOWOUNDARY REVISIONS S 17 2012LPARGEL C547 GM JORDAN SUBSTATION 31399 ACRES.dae Job 59283711 Map C-246/C-547 Parcel C547-007 EXHIBIT "-A" THENCE, N. 150 23' 04" E., a distance of 1068,57 feet to a set 3/" iron rod with plastic cap marked "CENTERPOINT ENERGY" to a point 65 feet south of the south line of a CenterPoint Energy Co. 65 feet wide Easement Assignment as recorded in volume 562, page 237, in the Deed Records of Chambers County; THENCE, N. 77016' 22" E., along a line 65 feet south of and parallel to the south line of the said CenterPoint Energy Co. 65 feet wide Easement Assignment for a distance of 1130.95 feet to a set 3/" iron rod with plastic cap marked "CENTERPOINT ENERGY" for corner, being on the east line of the said 144.93 acre tract from which bears a found 2-1/2" iron pipe at N. 120 15' 39" W., 130.00 feet; THENCE, S. 12" 15' 39" E., along the east line of the said 144.93-acre tract and passing at 24.14 feet a point forthe southwest corner of the Edna Dunaway Tract 4 being called 4.387- acres as recorded in County Clerk's file (00) 443 189 of the Official Public Records of Chambers County, Texas, (1/2 interest) and County Clerk's file (.04) 683 167 of the Official Public Records of Chambers County, Texas (1/2 interest), and the northwest corner of the Sidonie Ulrich Tract 1, called the residue of 32.979-acres, as recorded in volume 242, page 441 of the Deed Records of Chambers Countyfrorn which bears a found iron rod with plastic cap marked "R.P.L.S.#4890" at S. 77' 30' 22" W., 2.11 feet, and passing at488.76 feet the southwest corner of the said residue of 32.979-acre tract, and the northwest comer of the Edna Dunaway Tract 3 called 13.473-acre tract as recorded in Clerk's file (00) 443189 of the Official Public Records of Chambers County,(1/2 interest) and County Clerk's file (04) 683 167 of the Official Public Records of Chambers County, Texas (112 interest) from which bears a found iron rod with plastic cap marked "R.P.L.S.#4980" at S. 7711 04, 38" W., 0.92 feet, and continuing for a total distance of 998.00 feet to the POINT OF BEGINNING of the herein described tract and containing 31.799-acres of land. Sketch 14-E-06F was drawn In conjunction with this description. This description is based on a survey performed by CenterPoint Energy Houston Electric, LLC. .:..............:.. C,FW9 9. q 45—/74- /zo i -L- Cra chneider, R.P.L.S. # 4566 J:Uob FlkstW201 M9253711 JORDAN SUBSTATIOMMETES ALSO SOUNDS DESCIBOUNDARY REVISIONS 511 2012WARCEL C547 007 JORDAN SUBSTATION 31.799 ACRES -dot 2 Job 59283711 Map C-246/C-547 Parcel C547-008 EXHIBIT "B" A 8.168-acre tract or parcel of land out of the Hannah Nash League, Abstract 20, in Chambers County, Texas, being out of that certain 144.93-acre tract described in a deed to Patti Kroll from Lillian Anne Keyser, dated September 13,1996, and filed of record in Clerk's File (96) 312 110 of the Official Public Records of Chambers County, Texas, and being out of Share 1-K as referenced in Cause Number F412 815 as recorded in volume 177, page 583 of the Deed Records of Chambers County, Texas and volume 16, page 220 in the Minutes of District Court of Harris County, for the 1271h Judicial District of Texas. All coordinates and bearings stated herein are referred to the Texas Coordinate System of 1983, South Central Zone, as defined in the Texas Natural Resources Code, Sec. 21.071, et. Seq. and are based on an RTK and conventional survey performed in December of 2011 and January of 2012. All distances recited are surface and may be converted to grid by multiplying by the scale factor 0.999903439. Said 8.168-acre tract is described as follows: COMMENCING at a set 3l" iron rod with plastic cap marked "CENTERPOINT ENERGY", on the east fine of the said 144.93-acre tract and being on the north right-of-way line of F.M. Highway 1942 also known as Crosby -Barbers Hill Road, being 120 feet wide, and having coordinates X=3259796.52, Y=13880318.23, from which bears a found 1-1/4" iron pipe at N. 120 15' 39" W., 1.39 feet; THENCE, S. 77° 2T 02" W., along the north right-of-way line of F.M. Highway 1942, a distance of 1605.30 feet to a call and found iron rod with aluminum cap marked "H.L.&P. Co." on the easterly line of a 340 feet wide CenterPoint Energy Company electric transmission easement as recorded in volume 307, page 311 of the Deed Records of Chambers County, Texas; THENCE, N. 35021' 13" W., departing the north right-of-way line of F.M. Highway 1942 and along the easterly line of the said 340 feet wide CenterPoint Energy Company easement, a distance of 138.64 feet to a set '/" iron rod with plastic cap marked "CENTERPOINT ENERGY" for the POINT OF BEGINNING of the herein described tract; J;1Job FRadB200532a3711 JORDAN SUBSTAMO METES AND BOUNDS DESCISOUNDARY REVISIONS S 17 2012WARCEI. C547 00B JORDAN SUBSTA'nON 0.160 ACRES.d= Job 59283711 Map C-246/C-547 Parcel C547-008 EXHIBIT "B" THENCE, N. 35"21' 13" W., a distance of 937.15 feet to a set'/" iron rod with plastic cap marked "CENTERPOINT ENERGY", for a corner and being 65 feet south of the south line of a CenterPoint Energy Co. 65 feet wide Easement Assignment as recorded in volume 562, page 237, in the Deed Records of Chambers County; THENCE, N. 77" 16' 22" E., along a line 65 feet south of and parallel to the said 65 feet wide easement assignment, a distance of 822.64 feet to a set'/" iron rod with plastic cap marked "CENTERPOINT ENERGY" for a corner; THENCE, S. 150 23' 04" W., distance of 980.71'feet to the POINT OF BEGINNING of the herein described tract and containing 8.168-acres of land. Sketch 14-E-06F was drawn in conjunction with this description. This description is based on a survey performed by CenterPoint Energy Houston Electric, LLC. �`---!7 CRAIG & � M 4W a., •- Craig Schneider, R.P.L.S. # 4566 I.Mob nas1B201 OS9283711 JORDAN SUBSTATIONMETES AND HUMS DESCSBOUNDARY REVISIONS S 17 2012WAPCEL C-W 003 JORDAN SUBSTATION BASS ACRES.doe 2 ` cam OF al1d7Atmi. wow .BCD tic m"m wo lam ow \ '\ //�Iyy ppeJ��t•�1�� 1a.%Imol AM CNrAM VWMM If Ur, ARIC i'M AIo 1. aatoo,taw$= myR,L•rom rt PC MU "am 1►y+ '\ •\ ptt1Y0Lii .7R oro=W ARC WAa Is, raw LMOaYRI IAfO "NO roll A rarnma qP Is, naa=. saw. \ •� vmmw.ro Pllomt nova . xT 1C a IV m= or ao[r Imam ATE TEXAS \ a. (gw�Y I iCTaos lrr�""h-4%*" +Tlrlwo�al°,ilt��-,a��9 \\ \ an ui 'u erAut pw A tQA w IIIAf~ b1 Z- P6- OriO[, rtn=0Xwrr it7 UK MILK 47 Woo" rr� vet 1.7L r.►Y 1W n14 ITR Y PAyTM MOLL AAAL V , 0 !1C fa71 Of ,IUAL 1-11 An. WkR M,X Ap,Yy IT71.. 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W r1wbT..1 r.A rb~ T.lr Ft• Wr1Ar•w oco Mwrd.1 4wp arrt- Lw w w A..Am --w EI•s M ENNIAM /ENTAL FUELS tail Us M OPAlect IR or I2t732 AA r�j�Pw R�+I'r✓�w 1ri�IrWIS yw�t+Pvlr}�!'Taw%Rfyrwl V^Nrabl lW- tp911F�11'WIhF�I�lr�lA�1___�] xo trim �-callmrcorr 914M.-- �._.-._.�.. - - - - - - - -p-�;-.-._._.-'-._-- r. xxor ( cmv= rr4K gaMAM 111raa/R.2 rpum TyY11rr [ ULM dote-W-U >rw -rom "Drat* P..i / 7 Nei tR. tQ. rt W. YA pat ,+7 a AIACCt ai v cams NIAAa AS IDU. Is Iso r 1F-1 H H H H PARCEL C547-007 anr.oat (VTLwt al• VA OF N:u ['uWtN tTR7fai (l1 au I,• GwALC.t. At LAWIa w nOA A7. NIIL TAAAa� fw1 Mt V.- rT, rA gob \ CAA M7. taa riMw/t CARIrNTT LQ /1. M tat AwA.. •r rlww 1 \ wA b t••. AIR IV 24/ OrA WaClr. wr,r Lwwl1 M M ITwI Arrr trNA •1 T.rw \ter_.+% iM a. AoeL CNA1Q S. SCHf>i�lflER� Crdp b.aof A PI-S. f 4460 . raA -IRY 1 AG1R 7Y R L; A7a- �t�leF<41k�1h•�1�4rt�I�l4t�1'ra�tk+�rh+�IhP r A AMR Wq- ir�ua+C AII• ij SiDOUaIUCN taMLE r/ i t»l.cf _ l� w 7rTKx• L - m.Ar ••/(�(,�, ml ijl ( IR II.Rf LAIr? .ArrlSM Wil Ll IY NCK m Iw = w MA W .pt r.nAc Mich+ y/y >a ACREAGE rRF"ARVI MSSwC M YL7f' lYrw w LTt not• 3 x7, oA r�"/j •'"wl J1.700 AC -M QtOD AG-fiE t•AAa ss7w�ex •a r 5 / PARCEL W47-002 Amu AREAL a IAAwAK olmvo [Ammrr Ao.0 [A7Cfem •Rln A7 as At CL[ COG" win T°�L qt cwrAw•/ awfA obh 1-.•wt TOTAL FEE- =57 AG WMA OUNAWAY war 1 (�1p�) 47 1M 0►•oG7.{� M} � 1 -0{ �ti / taa N, v% �IMAT Ac O)tfM�iR�---- w4 •Q rA N7. oA (•00 Ar.-EA: BWff " tall! M6T oil [ ' la IAC77q YwAW M�Mrr Itrl J W O.A..71 KNwi Wrw�•w�l� OVERALL TOTAL-44.917 AG ,{� 'V' IIH. 1+•w17 Y a.. ,Lill L•W b Y/, IC. ry AL tM PoO /N4'LYJ� WIi-007 CS47-00P [J/7-Atsl HANNAH NASH LEAGUE �tio/an.Rrn/olci•[aw:,Aa A-20 /-r/!r 1l: PS-253 . [oW~. L. ,i,AA, or mr ro,AR+.i 77�j ��{ /7 JVR�AN suOJ lanYH �. aTtl,s . _sots a ; twn a., Cenlerftnt Energy R V AWMW Or [-•.I•III D. T• .•wwt +rNl. M ® r A.•1•r1.1t1 «.1nM •wb 4 uuA m- jimr _ Itaar lAS714Yifi10 RW Cp WAY 1-t H 1--1 !-t H H }-� 1- I /--I /-1 h -1 I_I }y H 4--1 H •--a i--t H ♦--I i-_a /_I H H H 1-t H 1-t H /--+ i--t H i_/ I--1 H H 1--1 I--•- rn Itw r7oo I...IIL IX T7D1-IirO r.01917 faOMRD35 jt - �F17�s.- ►a- _ "A r•-.wl ' 44.0 JOR!" SUES7ATION CFlUI8i7i9 OWrRY, TK 1A0 vuJMAMM mrmr DATE. JANUARY 1 2017 r 1 M. I. ,\. m• 1 --i rAE N0. 5�011 I � ,'�, , r` 1 -►t� "' t =!7' i-r r+ #%�Tr�T'T'T Ti�Tt��'r�-�t-I�-F-!"rG�7'f IfTri+' �+eT �i T�fi+ �1-�it � t-t'�- _ ` SUWC/ED OY.' ILVlU-- NA Yi 11./1�1� 11'1 L. t71V111 H 17 V R Y L'Ar� asst aENt.E MAP NO, c240/c54r pRCAttN UY. 056• /� t'� I �. \•, 1i � „ A-24 sKErcN � of 2 FfLE N�.: 14--EAR 17Arr6+eVa/7oli 1