HomeMy WebLinkAbout2000-IDA-26
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STATE OF TEXAS
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NO. 2000-IDA-26
.COUNTY OF HARRIS
CITY MANAGER'S
OFFICE
ZHDUSTRZAL DISTRZCT AGREEMENT
This AGREEMENT made and entered in'to by and between the CITY
OF LA PORTE, TEXAS, a municipal corporation of Harris County,
Texas, hereinafter 'called "CITY", and Reliant Energy, Incorporated
, a Texas corporation, hereinafter
called "COMPANY",
WIT N E SSE T H:
WHEREAS, it is the established policy of the City Council of
the City of. La Porte, Texas, to adopt such reasonable measures from
time to time as are permitted by law and which will tend to enhance
the economic stability and growth of th,! city and its environs by
attracting the location of new and the expansion of existing
industries therein, and such policy is hereby reaffirmed and
adopted by this City'Council as being in the best interest of the
City and its citizens; and
WHEREAS, pursuant to its policy, City has enacted Ordinance
No~ 729, designating portions of the area located' in its
extraterritorial jurisdiction as the "Battleground Industrial
District of La Porte, Texas", and Ordinance No. 842A, designating
portions of the area located in its extraterritorial jurisdiction
as the "Bayport Industrial District of La Porte, Texas",
hereinafter collectively called "Distric:t", sU9h Ordinances being
in compliance with the Municipal Annexation Act of Texas, codified
as section 42.044, Texas Local Government Code; and
WHEREAS, Company is the owner of land within a designated
Industrial District of the City of La Porte, said land being
legally described on the attached Exhibit "A" (hereinafter "Land") i
and said Land being more particularly shown on a plat attached as
Exhibit "B", which plat describes th~ ownership boundary lines; a
site layout, showing all improvements, including pipelines and
railroads, and also showing areas of the Land previously annexed by
the City of La Porte; and
WHEREAS, City desires to encourage the expansion and growth of
industrial plants within said Distric1:s and for such purpose
desires to enter into' this Agreement with Company pursuant to
Ordinance adopted by the City Council of said City and recorded in
the official minutes of said city:
NOW, THEREFORE, in consideration of the premises and the
mutual agreements of the parties contained herein and pursuant to
the authority granted under the Municipal Annexation Act and the
Ordinances of ci ty"'referred to above, ci ty and Company hereby agree
with each other as follows:
FZBAL DRAFT: February 24, 2000
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I.
City covenants, agrees and guarantees that during the term of this
Agreement, provided below, and subj ect t:o the terms and provisions
of this Agreement, said District shall continue to retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the Land belonging to Company and its
assigns, unless and until the status of said Land, or a portion or
portions thereof, as an industrial district may be changed pur~uant
to the terms of this Agreement. Subject to the foregoing and to
the later provisions of this Agreement, City does further covenant,
agree and guarantee that such industrial district, to the extent
that it covers said Land lying within said District and not now
within the corporate limits of City, shall be immune from
annexation by City during the term hereof (except as hereinafter
provided) and shall have no right to have extended to it any
services by City, and that all Land, including that which has been
heretofore annexed, shall not have extended to it by ordinance any
rules and regulations (a) governing plat~; and subdivisions of land,
(b) prescribing any building, electrical, plumbing or inspection
code or codes, or (c) attempting to exercise in any manner whatever
control over the conduct of business thereon; provided, however,
any portion of Land constituting a strip of land 100' wide and
contiguous to either Fairmont Parkway, State Highway 225, or State
Highway 146, shall be subject to the rules and regulations attached
hereto as Exhibit "c" and made a part hereof; and provided,
however, it is agreed that City shall helve the right to institute
or intervene in any administrative and/or judicial proceeding
authorized by the Texas Water Code, the Texas Clean Air Act, the
Texas Health & Safety Code, or other federal or state environmental
laws, rules or regulations, to the sam.e extent and to the same
intent and effect as if all Land covered by this Agreement were not
subject to the Agreement.
II.
In the event that any portion of the Land has heretofore been
annexed by city, Company agrees to render and pay full City ad
valorem taxes on such annexed Land and i.mprovements, and tangible
personal property.
Under the terms of the Texas Property Ta.x Code (S. B. 621, Acts of
the 65th Texas Legislature, Regular Session, 1979, as amended), the
appraised value for tax purposes of the annexed portion of Land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recogn,ize
that said Appraisal District has no authority to appraise the Land,
improvements, and tangible personal prop~!rty in the unannexed area
for the purpose of computing the "in lieu" payments hereunder.
Therefore, the parties agree that the appraisal of the Land,
improvements, and tangible personal property in the un annexed area
shall be conducted by city, at City's expense, by an independent
appraiser of ci ty' s selection. The parties recognize that in
making such appraisal for "in lieu" payment purposes, such
appraiser must of necessi ty appraise the entire (annexed and
unannexed) Land, improvements, and tangible personal property.
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Nothing herein contained shall ever be interpreted as lessening 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.
III.
A. On or before April 15, 2001, and on or before each April 15th
thereafter, unless an extension is granted in accordance with the
Texas Property Tax Code, through and including April 15, 2007,
Company shall provide City with a written description of its Land
and all improvements and tangible personal property located on the
Land as of the immediately preceding January 1st, stating its
opinion of the property's market value, and being sworn to by an
authorized officer of the Company authorized to do so, or company's
duly authorized agent, (the Company's "Rendition"). Company may
file such Rendition on a Harris County Appraisal District rendition
form, or simil~r form. The properties. which the Company must
render and upon which the "in lieu of" taxes are assessed are more
fully described in subsections 1, 2, and 3 of subsection D, of this
Paragraph III (sometimes collectively called the "Property");
provided, however, pollution control equipment installed on the
Land which is exempt from ad valorem taxation pursuant to the
provisions of Sec. 11.31 of the Texas Property Tax Code is exempt
from ad valorem taxation and "in lieu of taxes" hereunder. A
failure by Company to file a Rendition as provided for in this
paragraph, shall constitute a waiver by Company for the current tax
year, of all rights of protest and appeal under the terms of this
Agreement.
B. As part of its rendition, Company shall furnish to City a
written report of the names and addrE~sses of all persons and
entities who store any tangible personal property on the Land by
bailment, lease, consignment, or other clrrangement with Company
("products in storage"), and are in th.~ possession or under the
management of Company on January 1st of each Value Year, further
giving a description of such products in storage.
C. On or before the later of December 31, 2001, or 30 days from
mailing of tax bill and in like manner on or before each December
3lst thereafter, through and including December 31, 2007, Company
shall pay to City an amount "in lieu of taxes" on Company's
Property as of January 1st of the current calendar year ("Value
Year").
D. Company agrees to render to City and pay an amount "in lieu of
taxes" on Company's Land, improvements and tangible personal
property in the unannexed area equal to the sum of:
1. Fifty-three percent (53%) of the amount of ad valorem
taxes which would be payable to City if all of the
Company's Land and improvements which existed on January
1, 2001, and each January 1 thereafter of the applicable
Value Year during the term of this Agreement, (excluding
amounts payable pursuant to subparagraph 2, below), had
been within the corporate limits of City and appraised
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each year by City's independent appraiser, in accordance
with the applicable provisions of the Texas Property Tax
Code; and
2. (a) On any Substantial Increase in value of the Land,
improvements, and tangible personal property
(excluding inventory) dedicated to new
construction, in excess of the appraised value of
same on January 1, 2000, resulting from new
construction (exclusive of construction in
progress, which shall be exempt from taxation), for
each Value Year following completion of
construction in progress, an amount equal to Thirty
percent (30%) of the amount of ad valorem taxes
which would be payable to City if all of said new,
construction had been within the corporate limits
of City and appraised by City's independent
appraiser, in accordance with the applicable
provisions of the Texas Property Tax Code.
(b) A Substantial Increase in value of the Land,
improvements, and tangible personal property
(excluding inventory) as used in subparagraph 2(a)
above,' is defined as an increase in value that is
the lesser of either:
i. at least Five percent (5%) of the total
appraised value of :Land and improvements, on
January 1, 2000; or
ii. a cumulative value of at least $3,500,000.00.
For the purposes of this Agreement, multiple
projects that are complet.ed ina Value Year can be
cumulated to arrive at the amount for the 'increase
in value.
(c) If existing Property values have depreciated below
the Property value established on January 1, 2000,
an amount equal to the ~nount of the depreciation
will be removed, from the calculation under this
subparagraph 2 to restore the value to the January
1, 2000, value; and
3. Fifty-three percent (53%) of the amount of ad valorem
taxes which would be payable to ci ty on all of the
Company's tangible personal property of every
description, located in an industrial district of City,
including, without limitation, inventory, oil, gas, and
mineral interests, items of leased equipment, railroads,
pipelines, and products in storage located on the Land,
if all of said tangible personal property which existed
on January 1, 2001, and each January 1 thereafter of the
applicable Value Year during the term of this Agreement,
had been within the corporate limits of City and
appraised each year by the City's independent appraiser,
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in accordance with the applicable provisions of the Texas
Property Tax Code.
wi th the sum of 1, 2 and 3 reduced b~' the amount of City's ad
valorem taxes on the annexed portion thereof as determined by
appraisal by the Harris County Appraisal District.
IV.
This Agreement shall extend for a period beginning on the 1st day
of January, 2001, and continuing therE!after until December 31,
2007, unless extended for an additional period or periods of time
upon mutual consent of Company and Ci ty as provided by the
Municipal Annexation Act; provided, howe~/er, that in the event this
Agreement is not so extended for an additional period or periods. of
time on or before August 31, 2007, the agreement of City not to
annex property of Company within the Dis.trict shall terminate. In
that event, City' shall have the right to commence immediate
annexation proceedings as to all of company's property covered by
this Agreement, notwithstanding any of the terms and provisions of
this Agreement.
Company agrees that if the Texas Municipal Act, Section 42.044,
Texas Local Government Code, is amended after January 1, 1994, or
any new legislation is thereafter enacted by the Legislature of the
State of Texas which imposes greater restrictions on the right of
City to annex land belonging to Company or imposes further
obligations on City in connection therewith after the annexation of
such land, Company will waive the right to require City to comply
with any such additional restrictions or obligations and the rights
of the parties shall be then determined in accordance with the
provisions of said Texas Municipal Annexation Act as the same
existed January 1, 1994.
V.
This Agreement may be extended for an additional period or periods
by agreement between city and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part.
VI.
A. In the event Company elects to protest the valuation for tax
purposes set on its said properties by ci.ty or by the Harris County
Appraisal District for any year or years during the terms hereof,
nothing in this Agreement shall preclude such protest and Company
shall have the right to take all legal steps desired by it to
reduce the same.
Notwithstanding such protest by Company, Company agrees to pay to
City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the
annexed portions, ."'plus (b) the total amount of the "in lieu of
taxes" on the unannexed portions of Company's hereinabove described
property which would be due to ci ty in accordance wi th the
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foregoing provisions of this Agreement on the basis of renditions
which shall be filed by Company.
When the City or Harris County Appraisal District (as the case may
be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion
of the controversy, then within thirty (30) days thereafter Company
shall make paYment to City of any additional paYment due hereunder
based on such final valuation, together with applicable penalties,
interests, and costs.
B. Should Company disagree wi th any appraisal made by the
independent appraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement. In the event Company does not give such
written notice of disagreement within such time period, the
appraisal made by said independent appraiser shall be final and
controlling for purposes of the determination of "in lieu' of taxes"
payments to be made under this Agreement.
Should Company give such notice of disagreement, Company shall also
submit to the city with such notice a written statement setting
forth what Company believes to be the market value of Company's
hereinabove described property. Both parties agree to thereupon
enter into good fai~h negotiations in an attempt to reach an
agreement as to the market value of Cc)mpany' s property for "in
lieu" purposes hereunder. If, after the expiration of thirty (30)
days from the date the notice of disagreement was received by City,
the parties have not reached agreement as to such market value, the
parties agree to submi t the dispute to final arbi tration as
provided in subparagraph 1 of this Artic:le VI B. Notwithstanding
any such disagreement by Company, Company agrees to pay to City on
or before December 31 of each year during the term hereof, at least
the total of (a) the ad valorem taxes on the annexed portions, plus
(b) the total amount of the "in lieu" pa.yments which would be due
hereunder on the basis of Company's valuations rendered and/or
submitted to City by Company hereunder, or the total assessment and
"in lieu of taxes" thereon for the last preceding year, whichever
is higher.
1. A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be
named by those two. In case of no agreement on this
arbitrator in 10 days, the parties will join in a .written
request that the Chief Judge of the u.s. District Court
for the Southern District of Texas appoint the third
arbitrator who, (as the "ImpcLrtial Arbitrator") shall
preside' over the arbitration proceeding. The sole issue
to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair
market value of company's property for calculation of the
"in lieu" payment and total payment hereunder for the
year in question. The Board shall hear and consider all
relevant and material evidenCE! on that issue including
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expert opinion, and shall render its written decision as
promptly as practicable. That decision shall then be
final and binding upon the parties, subject only to
judicial review as may be aLvailable under the Texas
General Arbitration Act (Chapter 171, "General
Arbitration", Texas civil Practice and Remedies Code).
Costs of the arbitration shall be shared equally by the
Company and the city, provided that each party shall bear
its own attorneys fees.
VII.
City shall be entitled to a tax lien on Company's above described
property, all improvements thereon, and all tangible personal
property thereon, in the event of defaul1: in payment of "in lieu of
taxes" payments hereunder, which shall accrue penalty and interest
in like manner as delinquent taxes, and which shall be collectible
by City in th~ same manner as provided by law for delinquent taxes.
VIII.
This Agreement shall inure to the benefit of and be binding upon
ci ty and Company, and upon Company's successors and assigns,
affiliates and subsidiaries, and shall remain in force whether
Company sells, assigns, or in any other manner disposes of, either
voluntarily or by operation of law, all or any part of the property
belonging to it within the territory hereinabove described, and the
agreements herein contained shall be held to be covenants running
with the land owned by Company situated within said territory, for
so long as this Agreement or any extension thereof remains in
force. Company shall give City written notice within ninety (90)
days, with full particulars as to property assigned and identity of
assignee, of any disposition of the Land, and assignment of this
Agreement.
IX.
If City enters into an Agreement with any other landowner with
respect to an industrial district or ent.ers into. a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is. in effect7 which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and city agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement.
X.
The parties agree that this Agreement complies with existing laws
pertaining to the subj ect and that all 'terms, considerations and
condit~~ns set forth herein are lawful, reasonable, appropriate,
and not unduly restrictive of Company's business activities.
without such agreement neither party hereto would enter into this
Agreement. In th~ event anyone or more words, phrases, clauses,
sentences, paragraphs, sections, articles or other parts of this
Agreement or the application thereof to any person, firm,
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corporation or circumstances shall be held by any court of
competent jurisdiction to be invalid or unconstitutional for any
reason, then the app~ication, invalidity' or unconstitutionality of
such words, phrase'; clause, sentence, paragraph, section, article
or other part of the Agreement shall be deemed to be independent of
and separable from the remainder of this Agreement and the validity
of the remaining parts of this AgreemEmt shall not be affected
thereby.
XI.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said Land shall terminate.
ENTERED INTO effective the 1st day of January, 2001.
Reliant Energy, Incorporated
By:
(COMPANY)
p~
N:!:Ir~ Mary P. Ricciardello
Title: Sr. Vice President & Ccmptroller
Address: 1111 Louisiana
Houston, TX 77002
ATTEST:
~D.-a. Aw4.
Ci't ecretary
CD~~_
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City Attorney
City of La Porte
P.O. Box 1218
La Porte, TX 77572-1218
By: ~~ T: ~~
Robert T. Herrera
City Manager
CITY OF LA PORTE
P.O. Box lll5
La Porte, TX 77572-1115
Phone: (281) 471-1886
Fax: (281) 471-i2047
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ORDINANCE NO. 2000-IDA-26
AN ORDINANCB AUTHORIZING THE EXECUTION ]BY THE CITY OF LA PORTE OF
AN INDUSTRIAL DISTRICT AGRBEMENT WITH REI.IAN'l' ENERGY, INCORPORATBD,
FOR THB TBRM CODBNCING JANUARY 1, 2001., DD BNDING DBCEMBBR 31,
2007; MAKING VARIOUS FINDINGS AND PROVISIONS RBLATING TO THE
SUBJBCT; J'INDING COMPLIANCB WITH THB OPBN MBBTINGS LAW; AND
PROVIDING AN EJ'FECTIVE DATE HERBOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1.
RELIANT ENERGY, INCORPORATED has executed an
industrial district agreement with the City of La Porte, for the
term commencing January 1, 2001, and ending December 31, 2007, a
copy of which is attached hereto, incorporated by reference herein,
and made a part hereof for all purposes.
section 2. The Mayor, the City Manager, the City Secretary,
and the City Attorn'ey of the City of Lei Porte, be, and they are
hereby, authorized and empowered 'to exec:ute and deliver on behalf
of the City of La Porte, the i~dustrial district agreement with the
corporation named in Section 1 hereof.
Section 3. The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
City for t~e time required. by law prt!ceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government
Code; and that this meeting has been open to the public as required
by law at all times during which this ()rdinance and the' subject
matter thereof has been discussed, cons:ldered and formally acted
upon. The City Council fu..rther ratifiE!s, approves and confirms
such written notice and the contents and posting thereof.
Section 4. This Ordinance shall be effective from and after its
passage and approval, and it is so ordered.
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PASSED AND APPROVED, this 28th day of August, 2000.
ATTEST:
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Mart a A. Gillett
city Secretary
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Knox W. Ask1ns,
city Attorney
By:
tOF~
Norman L. Malone,
Mayor
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City of La Porte
Established 1892
September 7, 2000
Reliant Energy, ,Incorporated
Attn: Mary' P. Ricciardello .
Sr. Vice President & Comptroller
1111 Louisiana
Houston, Texas. 77002
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Dear Ms. Ricciardello:
Enclosed is a' fully executed duplicate original of the Industrial District Agreement between
your firm and the City of La Porte, effective January 1,2001, for the term expiring
December 31,2007: I also enclose a certified copy of the City's approval ordinance, for your
records.
, As part of the document preparation, the City examined Exhibits" A" and "B" furnished by
your firm. While reviewing the documents, we found that:
Exhibit" A" does not adequat~ly describe properties ill. question. Exhibit "B" does not
clearly -indicate properties described and is difficult to interpret.
We feel that these exhibits will assist'in nionitoring the faithful performance of the, Industrial
District Agreements as well as aiding long-range planning activities.
If you do not have this information~ cannot readily develop it, or need to discuss this request,
please contact John Joerns, Assistant City Manager. .
Thank you for your assistance in completing these documc::nts.
Respectfully,
G<~ t. \-\~
Robert T. Herrera
City Manager
P.O. Box 1115 · La Porte, Texas 77572-1115 · (281) 471-5020
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Exhibit A
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LA PORTE BATTLE GROUND INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE AND HOUSTON LIGHTING & POWER COMPANY
LAND
SURVEY: ABSTRACT SUBDIVISION OR ADDITION
Arthur McCormick Survev. Abstract-46
Alexander Island
10.024 ac Less 4.00 ac Annexed
18.992 ae Less 2.199 ac Annexed
18.406 ac Less 9.214 ac Annexed Less 3.576 ac sold
61.612 ac Less 6.1 ac sold
20.202 ae Less 1.383 ac sold
61.726 ac Less 9.1 ac sold
324.485 ae Less 6.439 ac Annexed Less 2.0 ae sold
25.000 ac Less 1.8 ac sold
2.143 ac Less 0.2 ac sold
LaPorte Outlots .
Pt OIL 623-1/2 and 635-1/2; 9.362 ae Less 2.82 ae Annexed
ANNEXED PROPERTY
. Arthur McCormick Survev. Abstract 46
LaPorte Outlots
ENOCH BRINSON SURVEY. ABSTRACT-5
Strang Subdivision
Pt Lots 21 and 38
Blackwell (Perrv) Subdivision
Pt Lot 9
Total
NO. OF ACRES
2.500
7.216
14.71 6
6.024
3.541
31.058
12.953
14. 1 56
1 6.793
5.616
55.512
18.819
. 52.626
316.046
23.200
1.943
2.624
.647
2.640
3.133
6.906
6.542
21.852
2.820
16.93
8.856
655.669
,
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Exhibit A
LA PORTE BATTLE GROUND INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE AND HOUSTC)N LIGHTING & POWER COMPANY
IMPROVEMENTS
Sam Bertron Power Plant
Alexander Island Substation
PERSONAL PROPEI~TY
Transmission Lines
345 KV Steel Tower
138 KV Steel Tower
138 .KV Steel Tower
138 KV H-Frame
69 KV Steel Tower
69 KV H-Frame
69 KV Wood Pole
1CKT
2CKT
1CKT
1CKT
2CKT
1CKT
1CKT
0.93 miles
8.93 miles
9.04 miles
3.39 miles
2.44 miles
.90 miles
1 .75 miles
Pioelines
1975 12-inch Fuel Oil
1975 18-inch Fuel Oil
Fuel Oil in Storage
0.84 miles
4.75 miles
Page 2
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"BXHIBIT B"
(Attach Plat reflecting the ownership boundary lines; a
site layout, 'showing all improvements, including
pipelines and railroads, and also showing areas of the
Land previously annexed by the City of La Porte.)
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"BXBIBIT e"
Page 1 of 2
RULES AND RIGULATIOHS
Any portion of Land constituting a strip of land lOO' wide and
contiguous to either Fairmont Parkway, state Highway 225, or state
Highway 146 shall be subject to the following rules and regulations
pertaining to new signage, screening, driveways and median
crossovers. These rules and regulations shall apply after the
effective date of this Agreement when Company develops or
constructs improvements on vacant Land described in Exhibit "A"
which is adjacent to Fairmont Parkway, state Highway 225, or state
Highway 146.
1. Any sign erected in said 100' strip of land shall be subject
to the following provisions:
. One freestanding identification sign shall be permitted
for each side of an industrial establishment that fronts
on an improved publ~c right-of-way.
. Freestanding identification signs for ,single tenant
buildings shall not exceed 150 square feet in area.
. One freestanding identificati.on sign for identifying
multiple businesses is allowaJ::lle at the intersection of
improved public rights-of-way.
. Freestanding identification signs for multiple' businesses
shall not exceed 350 square feet.
. Freestanding identification signs shall not exceed 45
feet in height.
. Minimum setback for sign construction shall be ten (10)
feet from property lines.
2. When Land adjacent to said 100' strip is developed, the
initial 50' of said strip beyond. any existing pipeline
easement contiguous to either Fairmont Parkway, state Highway
225, or state Highway 146 shall bE~ screened by one of the
following techniques:
a) Leaving in place existing trees, vegetation, underbrush,
etc. to provide a thorough and e.ffecti ve visual screening
of the development. Existing t,rees shall, together with
other vegetation and underbrush, create a continuous
visual screen.
:;",
b) The use of earthen berms with approximately 3: 1 side
slopes, 50' wide at the base and 8' high. The berms may
be landscaped with a combination of trees, shrubs, and
ground cover. All berms and landscaping will be
maintained by the pr<;>perty owm~rs.
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"BXHIBIT e"
paqe 2 of 2
c) A screening plan, to be approved by the City, that
includes a combination of tree~;, shrubs, and ground cover
that after 5 years growth will be at least 20 feet in
height and shall, together with shrubs and ground cover,
create a continuous visual SCrE!en. Provided, however, in
public utility easements or rights-of-way, the vegetation
shall be installed and maintained in a manner which is
acceptable to the public utility company, and does not
interfere with the operation and maintenance of the
public utility facilities.
For items band c above, the actual length of required
screening along the roadway will be equal to the length of the
new development that is parallel to the roadway. Screening
shall not be required for new devell:>pment that is to the rear
of or behind existing facilities.
In all cases the 50' strip, along th,e entire roadway frontage,
shall be dedicated as a landscape easement and shall be kept
free from any improvements except for approved driveway access
and identification signs.
For cases of new development or improvements where a 50 '
landscape easement is not available or practical, Company
shall meet with City to determine a suitable landscaping
alternative.
3. Driveways opening from said strip of land onto State Highway
225 or state Highway 146 shall be subject to the rules and
regulations of the Texas Department of Transportation and
provisions of the City I s Code of Ordinances, whichever is more
restrictive.
Driveways opening from said strip of land onto Fairmont
Parkway shall be subj ect to the rules and regulations of
Harris County and provisions of the City's Code of Ordinances,
whichever is more restrictive.
4. Driveways opening from said strip of land onto Fairmont
Parkway shall be approved by the ci ty and may require the
installation of separate accelerati,on/deceleration lanes.
5. Installation of a median crossover on Fairmont Parkway shall
be subject to the approval of both Harris County and city.
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May 2, 2000
City of La Porte
Established 1892
~-n-"'~ '''0' w j[G,i1
i Ill'
MAY I 92DDD LV!
Reliant Energy, Incorporated
Attn: Mary P. Ricciardello
Sr. Vice President & Comptroller
1 n 1 Louisiana ..; : :"
Houston, Texas 77002
"- ASST. CITY MANAGER
,'r' OFFICE
Re: Industrial District Agreement (IDA) (Series 2001-2(07)
Ms. Ricciardello:
Two executed originals of the Industrial District Agreement (IDA) were received from.
you on May 1,2000. While reviewing the documents for completeness, we noticed your
firm did not furnish an Exhibit "B". If you warrant that Exhibit "B" furnished for. the ,'~,
previous IDA (Series 1994-2000) is current, we will attach the previous'Exhibit "B"to
both originals. If changes have occurred, please send us (2) copies no later $m June 1,.
~O. '.
Please indicate your acknowledgement and agreement by signing and returning this letter.
Once these matters are resolved we will present these documents to City Council for
approval and we will return an original set to you. If you have any questio~ or concerns
regarding this matter call John Joerns at (281) 471-5020.
Thank: you for your co~peration in this matte~.
Sincerely,
G~~~,
Robert T. Herrera
City Manager
Yes
'~
New Exhibi~ "B" to b~ ~s~ed . D D
REt./~r ENC'fl,(;Y -TNC.
., '. (Company)
By: r -r"~<<-J
Name: TI'\/'IIE5 F.' r<"IVISf:Y
Title: D,U'c.1'O( AD YA.t.DtEtIt M-x ~1.
Address: ~ 0. Box I 'f?S
P.O. Box 1115 II La Porte, Texas 77572-1115 . (281) 471-5020 ~"'S'7Z"~ rR 7?2s'/-1'I7.}'
Use,previous "Exhibit B"
No
D
. Mj\'( 5 2000.'. '...
M. P. RiCCIARDEllO
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-
.
City of La,Porte'
Established 1892
May 2, 2000
Reliant Energy, Incorporated
Attn: Mary P. Ricciardello
Sr. Vice President & Comptroller
11 ~.1 Louisiana
. Houston, Texas 77002
Re: Industrial District Agreement (IDA) (Series 2001-2007)
Ms. Ricciardello:
Two executed originals of the Industtial District Agrf:ement (IDA) were received from
you on May 1, 2000. While reviewing the documents for completeness, we noticed your
firm did not furnish an Exhibit "B". If you warrant that Exhibit "B" ,furnished for the
previous IDA (Series 1994-2000) is'current, we will attach the previous Exhibit "B" to
both originals. If changes have occurred, please send us (2) copies no later than June 1,
2000.
Please indicate your acknowledgement and agreement by signing and returning this letter.
Once these matters are resolved we will present these documents to City Council for
approval and we will return 'an original set to you. If you have any questions or concerns "
regarding this matter call10hn 10erns at (281) 471-soio. .
Thank you for your cooperation in this matter.
Sincerely,
G<~T~
Robert T. Herrera
. City Manager
Use previous "Exhibit B"
New Exhibit "B" to be furnished
Yes
o
o
p{p
No
o
o
(Company)
By:
Name:
Title:
Address:
P.o. Box 1115 · La Porte, Texas 77572-1115 · (281) 471-5020
~ReIiant
", Energy.
HL&P'
..
e: JA.. JJiJI,di
,: ..., _ J. J~e.rI\S -'
. '",.' P.O. Box'2'1Q K-. Po uJl." -
Baytown. TX 77522-0210
281 425 7352
J
September 30, 2002
RECEIVED
Bob Herrera .
City Manager, City of La Porte
604 W. Fairmorit Parkway
La Porte, Texas 77571 .
OCT 0 3 2002
CITY MANAGER\S)
OFFICE C JY
RE: Partial Assignment of La Porte IDC from Reliant Energy Inc. to
Texas Genco, LP
Dear Mr. Herrera,
As prescribed in the "Industrial District Contract Between the City of La Porte,
Texas and Reliant Energy, Inc.," I would like to provide notification of the partial
assignment of the Industrial District Contract from Reliant Energy, Inc. to Texas
Genco, LP.
Pursuant to the terms of the Industrial District Contract, this notification is being
provided within ninety (90) days from the effective date ~f the assignment.
Please find enclosed one copy of each of the following documents in support of
the partial assignment:
1. Industrial District.Agreement dated January 1, 2001.
2. Partial Assignment of Industrial District Agreement dated effective
August 31, 2002.
3. Deed for S. R. Bertran EGS dated effective August 31, 2002.
4. Deed for S. R. Bertran EGS (Barnes Island) dated effective August 31,
2002.
5. Memorandum of First Amendment and Partial Termination of Lease
dated effective August 31, 2002.
..
"
~ ~ .
6. Memorandum of Lease dated effective August 31, 2002.
7. Deed for San Jacinto SES'dated effective August 31, 2002.
If there should be any questions, please contact me at 281.425.7300.
Sincerely,
~
David Baker
Service Area Manager
Baytown/Channelview/Berry
Enclosures
c: Mayor Norman Malone (w/o Encls.)
Received this day
of September 2002.
By:
Title:
'1
1
0;,
....
l
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NO. 2000-IDA-___ {
{
STATE OF TEXAS {
{
COUNTY OF HARRIS {
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY
OF LA PORTE, TEXAS, a municipal corporation of Harris County,
Texas, hereinafter called "CITY", and Reliant Energy, Incorporated
, a Texas corporation, hereinafter
called "COMPANY",
WIT N E SSE T H:
WHEREAS, it is the established policy of the City Council of
the City of La Porte, Texas, to adopt such reasonable measures from
time to time as are permitted by law and which will tend to enhance
the economic stability and growth of the City ~nd its environs by
attracting the, location of 'new and the expansion of existing
industries therein, and such policy is hereby reaffirmed and
.adopted by this City Council as being in the best interest of the
City and its citizens; and
..J
WHEREAS, pursuant to its policy, City has enacted Ordinance
No. 729, designating portions of 'the area located in its
extraterritorial jurisdiction as the "Battleground Industrial
District of La Pdrte, Texas", and Ordinance No. 842A, designating
portions of the area located in its extraterritorial jurisdiction
as the "Bayport Industrial District of La Porte, Texas",
hereinafter collectively called "District", such Ordinances being
in compliance with the Municipal Annexation Act of Texas, codified
as Section 42.044, Texas Local Government Code; and
WHEREAS, Compan.y is the owner of land wi thin a designated
Industrial District of t.he City of La Porte, said land being
legally described on 1:he attached Exhibi.t "A" (hereinafter "Land''') ;
and said Land being more particularly shown on a plat attached as
Exhibit "B", which plat describes the ()wnership boundary ,lines; a
site layout, showing all improvements, including pipelines and
railroads, and also showing areas of the Land previously annexed by
the City of La Porte; and
WHEREAS, City desJ.res t.o encourage the expansion and growth of
industrial plants within said Distric:::ts and for such purpose
desires to enter into this Agreement with Company pursuant to
Ordinance adopted by the City Council of said City and recorded in
the official'minutes of. said City:
NOW, THEREFORE, in ,consi.deration of the premises and the
mutual agreements of the parties contained herein and pursuant to
the authority granted under the Municipal Annexation Act and the
Ordinances of city'...referred to above, City and Company hereby agree
with each other as follows:
FINAL DRAFT: February 24, 2000
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city covenants, agrees and guarantees that during the term of this
Agreement, 'provided below, and subject to the terms and provisions
of this Agreement, said District shall continue to retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the Land belonging to Company and its
assigns, unless and until the status of said Land, or a portion or
portions thereof, as an industrial district may be changed pursuant
to the terms of this Agreement. Subject to the foregoing and to
the later provisions of this Agreement, City does further covenant,
agree and guarantee that such industrial district, to the extent
that it covers said Land lying within said District and not now
within the corporate limits of City, shall be immune from
annexation by City during the term hereof (except as hereinafter
provided) and shall have no right to have extended to it any
services by City, and that all Land, including that which has been
heretofore annexed, shall not have extended to. it by ordinance 'any
rules and regulations (a) governing plats and subdivisions of land,
(b) prescribing any building, electrical, plumbing Or inspection
code or codes, or (c) attempting to exercise in any manner whatever
control over the conduct of business thereon; provided, however,
any portion of Land constituting a strip of land lOO' wide and
contiguous to either Fairmont Parkway, state Highway 225, or State
Highway l46, shall be subject to the rules and regulations, attached
hereto as Exhibit "C" and made a part hereof; and provided,
however, it is agreed that City shall have the 'right to institute
or intervene in any administrativ~ and/or judicial proceeding
authorized by the Texas Water Code, the Texas Clean Air Act, the
Texas Health & Safety Code, or other federal or state environmental
laws, rules or regulations, to the same extent and to the same
intent and effect as if all Land covered by this Agreement were not
subject to the Agreement.
II.
In the event that any portion of the Land has heretofore been
annexed by city, Company agrees to rE:mder and pay full city ad
valorem taxes 'on'such annexed Land and improvements, and tangible
personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts of
the 65th Texas Legislature, Regular Session, 1979, as amended), the
appraised value for tax purposes of the annexed portion of Land,
, improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said Appraisal District has. no authority to appraise the Land,
improvements, and tangible personal property in the unannexed area
for the purpose of computing the "in lieu" payments hereunder.
Therefore, the parties agree that the appraisal of the Land,
improvements, and tangible personal property in the unannexed area
shall be conducted by City, at City's expense, by an independent
appraiser of City' s selection. The parties recognize that in
making such appraisal for "in lieu" payment purposes, such
appraiser must of necessi ty appraise the entire (annexed and
unannexed) Land, improvements, and tangible personal property.
2
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Nothing herein contained shall ever be interpreted as lessening the
authority of the Harris County App~aisal District to establish the
appraised value of Land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
A. On or before April l5, 2001, and on or before each April l5th
thereafter, unless an extension is granted in accordance with the'
Texas Property Tax Code, through and including April l5,. 2007,
Company shall provide City with a writt:en description of its Land
and all improvements and tangible personal property located on the
Land as of the immediately preceding January 1st, stating its
opinion of the Property's ,market value, and being sworn to by an
authorized officer of the Company authorized to do so, or" Company's
duly authorized agent, (the Company's "Rendition"). Company may
file such Rendition on a Harris County Appraisal District rendition
form, or similar form. The properties. which the Company must
render and upon which the "in lieu of" taxes are assessed are more
fully described in subsections l, 2, and 3 of subsection D, of this
Paragraph III (sometimes cOllectively called the "Property");
provided, however, pollution control equipment installed on the
Land which is exempt from ad valo~em taxation pursuant to the
provisions of Sec. ll.31 of the Texas Property Tax Code is exempt
from ad valorem taxation and "in lieu of taxes" hereunder. A
failure by Company to file a Rendition as provided for in this
paragraph, shall constitute a waiver by Company for the current tax
. year, of all rights of protest and appeal under the terms of this
Agreement.
B. As part of its rendition, Company shall furnish to city a
written report of the names and address~s of all persons and
entities who store any tangible personal property on the Land by
bailment, lease, consignment, or other a~rangement with Company
("products in storage"), and are in the possession or under the
management of Company on January 1st of each Value Year, further
giving a description of such products in storage.
c. On or before the later of December 31, 2001, or 30 days from
mailing of tax bill and in like'manner .:>n or before each December
31st the~eafter, through and including December 31, 2007, Company
shall pay to City an amount "in lieu of taxes" on Company's
Property as of January 1st of. the current calendar year ("Value
Yearn).
D. Company agrees to render to City and pay an amount "in lie~ of
taxes" on Company's Land, improvements and tangible personal
property in the unannexed area equal to the sum of:
1. Fifty-three percent (53%) of the amount of ad valorem
taxes which would be payable to City, if all of the
company's Land and improvements which 'existed on January
I; 2001, and each January 1 thereafter of the applicable
Value Year during the term of. this Agreement, (excluding
. amounts payable pursuant to subparagraph 2, below), had
been within the corporate limits of City and appraised
, 3
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each year' by City's independent appraiser, in accordance
'with the applicable provisions of the Texas Property Tax
Code; and
2. (a) On any Substantial Inc~ease in value of the Land,
improvements, and tangible personal property
(excluding inventory) dedicated to new
construction, in excess of the appraised value of
same on January 1, 2000, resulting from new
construction (exclusive of construction in
progress, which shall be exempt from taxation), for
each ,Value Year following completion of
construction in progress, an amount equal to Thirty
percent, (30%) of the amount of ad valorem taxes
which would be payable to City 'if all of said new
construction had been within the corporate limits
of City and appraised by City's independent
appraiser, in ac~ordance with the applicable
provisions of the Texas Property Tax Code.
(b) A Substantial Increase in value of the Land,
improvements, and tangible personal property
(excluding inventory) as used in subparagraph 2(a)
above, is defined as an increase in value that is
the lesser of either:
1. at least Five percent (5%) of the total
appraised value of Land and improvements, on
January 1, 2000; C)r
ii. a cumulative value of at least $3,500,000.00.
For the purposes of this Agreement, multiple
projects that are completed in a Value Year can be
cumulated to arrive at the amount for the increase
in value.
(c) If existing Property values have depreciated below
the Property value established on January 1, 2000,
an amount equal to the amount of the. depreciation
will be removed from the calculation under this
subparagraph 2 to restc.re the value to the January
1, 2000, value; and
3.' Fifty-three percent (53%) of the amount of ad valorem
taxes which would be payable to City on all of the
Company' s tangible personal - property of every
description, located in an industrial district of City,
including, without limitation, inventory, oil, gas, and
mineral interests, items of leased equipment, railroads,
pipelines, and products ip storage located on the Land,
if all of said tangible personal property which existed
on January 1, 2001, and each January 1 thereafter of the
applica&le Value Year during the term of this Agreement,
had been within the' corpc1rate limits of City and
appraised each year by the C~tyrs independent appraiser,
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in accordance with the applicable provisions of the Texas
Property Tax Code.
with the sum of 1, 2 and 3 reduced by the amount of City's ad
valorem taxes on the annexed portion thereof as determined by
appraisal by the Harris County Appraisal District.
IV.
This' Agreement shall extend for a period beginning on the lst day
of January, 200l, and continuing thereafte~ until December 31,
2007, unle~s extended for an additional period, or periods of time
upon mutual consent of Company and City as provided by the
Municipal Annexation Act; provided, however, that in the event this
Agreement is not so extended for an additional period or periods of
time on or before August 31, 2007, the agreement of City not to
annex property of Company within the District shall terminate. In
that event, City shall have the righ.t to commence immediate
annexation proceedings as to all of Cc)mpany' s property covered by
this Agreement, notwithstanding any of the terms and provisions of
this Agreement.
Company agrees that if the Texas Municipal Act, Section 42.044,
Texas Local Government Cod~, is amended after January 1, 1994, or
any new legislation is thereafter enacted by the Legislature of the
state of Texas which imposes greater restrictions on the right of
City to annex land belonging to Company or imposes further
obligations on City in connection therewith after the annexation of
such land, Company will waive the right to require City to comply
with any such additional restrictions or obligations and the rights
of the parties shall be then determi.ned in accordance with the
provisions of said Texas Municipal Annexation Act as .the same
existed January 1, 1994.
v.
This Agreement may be extended for an additional period or periods
by .agreement between City and CompanY and/or its assig.ns even
though it is not extended by agreement between City and. all of the
owners of all land within. the District of which it is a part.
VI.
A. In the event Company elects to protest the valuation for tax
purposes set on its said'properties by City or by the Harris County.
Appraisal District for any year or years during the terms hereof,
nothing in this Agreement shall preclude such protest and Company
shall have the right to take all legal steps desired by it to
reduce the same.
Notwithstanding such protest by Company, Company agrees to pay to
City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the
annexed portions, "plus (b) the total amount of the "in lieu of
taxes" on the unannexed portions of Company' s hereinabove described
property which would- be due' to City in accordance with the
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foregoing provisions of this Agreement on the basis of renditions
which shall be filed by Company.
When the City or Harris County Appraisal District (as the case may
be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion
of the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any addit:ional payment due hereunder
based on such final valuation, together with applicable penalties,
interests, and costs. .
B. Should Company disagree with any appraisal made by the
independent appraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving sUch copy, give written notice to the
City of such disagreement. In the even"t Company does not give such
written notice of disagreement within such time period, the
appraisal made by said independent appraiser shall be final 'and
controlling for purposes of the determination of "in lieu of taxes"
payments to be made under this Agreement.
Should Company give such notice of disaCJreement, Company shall also
submit to the City with such notice a written statement setting
forth what Company believes to be the market value of'Company's
hereinabove described property. . Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an
agreement as to the market value of Company' is prope~ty 'for " in
lieu" purposes hereunder. If, after the expiration of thirty (30)
days from the date the notice of disagreement was received by City,
the parties have not reached agreement clS to such market value, the
parties agree to ~ubmit the dispute to - final arbitration as
provided in subparagraph 1 of this.Arti.cle VI -B. Notwithstanding
any such disagreement by Company, Company agrees to pay to City on
or before December 31 of each year during the term hereof, at least
the total of (a) ,the ad valorem taxes on the annexed-portions, plus
(b) the total amount of the "in lieu" payments which would be due
hereunder on the basis of Company's valuations rendered and/ or
submitted to city by Company hereunder, or the total assessment and
"in lieu of taxes" thereon for the last preceding year, whichever
is higher.
1. A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be
named by those two. In CaSE! of no agreement on this
arbitrator in lO days, the parties will join in a written
request that the Chief Judge of the u.s. District Court
for the Southern District of Texas appoint the third
arbitrator who, (as the "Impartial Arbitrator") shall
preside over the arbitration proceeding. The sole issue
to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair
market value of Company' s property for calculation of the
'II in lieu" payment and total payment hereunder for the
year in question. T~e Board shall hear and consider all
relevant and material evidence on that issue including
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expert opinion, and shall render its written decision as
promptly as practicable. That decision shall then be
final and bind'ing upon th,e parties, subject only to
judicial review as may be available under the Texas
General Arbitration Act (Chapter l71, "General
Arbitration"j Texas Civil Practice and Remedies Code).
Costs of the arbitration shall be shared equally by the
Company and .thecity, provided that each party shall bear
its own attorneys fees.
VII.
City shall be entitled to a tax lien on Company's above described
property, all improvements thereon, and all tangible .personal
property thereon, in the event of default in payment of "in- lieu of
taxes" payments hereunder, which shall accrue penalty and interest
in like manner as delinquent taxes, and which shall be collectible
by City in the same manner as ,provided by law fpr delinquent taxes.
VIII.
This Agreement shall inure to the benefit or and b~ bindirig upon
Ci ty and Company, and upon Company I s successors and assigns,
affiliates and subsidiaries, and shall remain in force whether
Company sells, assigns, or i.n any other manner disposes of, either
voluntarily or by operation of law, all or any part of the property
belonging to it within the territory hereinabove described, and the
agreements herein contained' shall b~ held to be covenants running
with the land owned by Company situated within said territory, for
.so long as this Agreement -or any extension thereof remains in
force. Company shall give city writtem notice within ninety (90)
days, with full particula.rs .as to property assigned and identity of
assignee, of any dispositiC?r1 of the Land', and assi,9nment of this
Agreement.
IX.
,If city enters into an Agreement with any other landowner with
respect to an' industrial district or e:nters into a renewal of any
existing industrial distrIct ~greemen1:s after the effective date
hereof and while this Agreement is, in E~ffect, which contains terms
and provisions more favorable ,to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement.
X.
The parties agree that this Agreement complies with existing laws
pertaining to the subject and, that all,terms, considerations and
conditions set forth herein are lawful, reasonable, appropriate, ,
and not unduly restrictiv~ of Company's business activities.-
without such agreement neither party 'hereto would enter into this
Agreement.' In the- event anyone or more words, phrases, clauses,
sentences, paragraphs, sections, articles or other parts 6f this
Agreement or the application ,thereof to any person, firm,
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corporation or circumstances shall be held by any court of
competent jurisdiction to be invalid or'unconstitutional for any
reason, then the application, invalidity or unconstitutionality of
such words, ph~asej.clause, sentence, paragraph, 'section, ar~icle
or other par~ of the Agreement shall be deemed to be independent of
and .separable from the remainder of this Agreement and the validity
of the remaining parts of this. Agreement shall not be affected
thereby.
XI.
Upon the commencement of the term of this Agreement" all other
previously existing industrial district agreements with respect to
said Land shall terminate.
ENTERED INTO effective the 1st day of January, 2001.
By:
Reliant Energy. Incorporated
(COMPANY)
"/n/}'t'! P ~::'AflN ,lW
~e : Mary P. Ricciarclello
Title: Sr. Vice President 5. Canptroller
Address: IIII Louisiana
Houston. TX 77002
ATTEST:
CITY OF LA PORTE
City Secretary
By:
Nornlan L. Malone
Mayor
APPROVED:
. By:
Robert T. Herrera
City Manager
Knox w. Askins
City Attorney
City of La Porte
P. 0,. Box l218
La Porte, TX ,77572-1218
Phone:
Fax:
(281) 471-1886
(281) 471-;2047
CITY OF LA PORTE
P.O. Box 1115
La Porte, TX 77572-1115
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Exhibit A
LA PORTE BATTLE GROUND INDUSTRIAL "DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE AND HOUSTON LIGHTING & POWER COMPANY
LAND
'SURVEY; ABSTRACT SUBDIVISION OR ADDITION
Arthur McCormick Survey. Abstract-46
Alexander Island
10.024 ac Less 4.00 ac Annexed
18.992 ac Less 2.199 ac Armexed
18.406 ac Less 9.214 ac;: Annexed Less 3.576 ac: sold
61.612 ac Less 6.1 ac sold
20.202 ac Less 1.383 ac sold
61.726 ac Less 9.1 ac sold
324.485 ac Less 6.439 ac Annexed Less 2.0 ac sold'
25.000 ac Less 1.8 ac sold
2.143 ac Less 0.2 ac sold
LaPorte Outlots
. Pt OIL 623-112 and 635-1/2; 9.362 ac Less 2.82 ac Annexed
ANNEXED PROPERTY
Arthur McCormick Survey, Abstract 46
LaPorte Outlots
ENOCH BRINSON SURVEY. ABSTRACT-5
Strano Subdivision
. Pt Lots 21 and 38
Blackwell (Perry) Subdivision
Pt Lot 9
Total
NO. OF ACRES
2.500
7.216
14.716
6.024
3.541
31.058
12.953
14.156
1 6.793
5.616
55.512
18.819
52.626
316.046
23.200
1.943
2.624
.647
2.640
3. 133
6.906
6.542
21.852
2.820
16.93
8.856
655.669
of
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Exhibit A
e"
LA PORTE BATTLE GROUND INDUSTRIAL DISTRICT AGREEMENT"
BETWEEN THE CITY OF LA PORTE AND"HOUSTON LIGHTING & POWER COMPANY
Sam Bertron Power Plant
Alexander Island Substation
Transmission Lines
345 KV Steel Tower
138 KV Steel Tower
138 KV Steel Tower
138 KV H-Frame
69 KV Steel Tower
69 KV H-Frame
69 KV Wood Pole
Pioelines
1975 12-inch Fuel Oil
, 1975 18-inch Fuel Oil
Fuel Oil in Storage
IMPROVEMENTS
PERSONAL PROPERTY
1CKT
2CKT
1CKT
1CKT
2CKT
1CKT
1CKT
Page 2
0.93 miles
8.93 miles
9.04 miles
3.39 miles
2.44 miles
.90 miles
1.75 miles
0.84 miles
4.75 miles
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"EXHIBIT BU
(Attach Plat reflecting the ownership boundary lines; a
site layout, showing all improvements, including
pipelines and railroads, and also showing areas of the
Land previously annexed by the City of La Porte.)
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"EXHIBIT C"
Page 1 of 2
RULES AND REGULATIONS
Any portion of Land constituting a strip of land lOa' wide and
contiguous to either Fairmont Parkway, State Highway 225, or state
Highway l46 shall be subject to the following rules and regulations
pertaining to new signage, screeni.ng, driveways and median
crossovers. These rules and regulatiohs shall apply after the
effective date of this Agreement when Company develops or
constructs improvements on vacant Land described in Exhibit "A"
which is adjacent to Fairmont Parkway, state Highway 225, or state
Highway l46.
l. Any sign erected in said laO' strip of land shall be subject
to the following provisions:
. One freestanding identification sign shall be permitted
for'each side of an industrial establishment that fronts
on an improved public right-of-way.
. Freestanding identification signs for single tenant
buildings shall not exceed 150 square feet in area.
. One freestanding identification sign for identifying
multiple businesses is allowable at the intersection of
improved public rights-of-way. '
. Freestanding identification signs for multiple businesses
shall not exceed 350 square feet.
. Freestanding identification signs shall not exceed 45
feet in height.
. Minimum setback for sign construction shall be ten (10)
feet from property lines.
2. When Land adjacent to said 100' 'strip is developed, the
initial 50' of said strip beyond any existing pipeline
easement contiguous to either Fairmont Parkway, state Highway
225, or state Highway 146 shall be screened by one of the
following techniques:
a) Leaving in place existing trees, vegetation, underbrush,
etc. to provide a thorough and effective visual screening
of the development. Existing trees shall, together with
other vegetation and underbrush, create a continuous
visual screen.
b) The use of earthen berms with approximately 3: 1 side
slopes, 50' wide at the base and 8' high. The berms may
be landscaped with a combination of trees, shrubs, and
ground cover. All berms and landscaping will be
maintained by the property owners.
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"EXHIBIT e"
Page 2 of 2
c) A screening. p~an, to be approved by the City, that
includes a combination of trees, shrubs, and ground cover
that after 5 years growth will be 'at least 20 feet in
height and shall, together ,~ith shrubs and ground cover,
create a continuous visual screen. Provided, however, in'
public utility easements or rights-of-way, the vegetation
shall be installed and maintained in a manner which is
acceptable to the public utility company, and does not
interfere with the operation and maintenance of the
public utility facilities.
For items band c above, the actual length of requir.ed
screening along the roadway will be equal to the length of the
new development that is parallel to the roadway. Screening
shall not be required for new development that is to the rear
of or behind existing fa~ilities.
In all cases the 50' strip, along the entire rQadway frontage,
shall be dedicated as a landscape easement and shall be kept
free from any improvements except for approved driveway access
and identification signs. .
For cases of new development or improvements where a 50'
landscape easement is not. available or practical, Company
shall meet with City to determine a sui table landscaping
alternative.
3. 'Driveways opening from said strip of land onto state Highway
225 or State Highway 146 shall be subject to the rules and
regulations of the Texas Department of Transportation and
provisions of the City's Code of Ordinances, whichever is more
. restrictive.
Driveways opening from said strip of land onto Fairmont
Parkway shall be subject to the rules and regulations of
Harris County and provisions of the City's Code of Ordinances,
whichever is more restrictive. '
4. Driveways opening from said strip of land onto Fairmont
Parkway shall be approved by the City and may require the
installation of separate acceleration/deceleration lanes.
5. Installation of a median crossover on Fairmont Parkway shall
be subject to the approval of both Harris County and city.
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CITY OF LA PORTE
INDUSTRIAL DISTRICT AGREEMENT-
S.R. BERTRON PLANT / SAN JACINTO PLANT
PARTIAL ASSIGNMENT
TInS PARTIAL A$SIGNMENT ASSIGNS INTE~STS
. FROM RELIANT ENERGY, INCORPORATED AS "ASSIGNOR"
TO TEXAS GENCO, LP AS "ASSIGNEE"
THROUGH INTERMEDIATE ASSIGNMENTS
PART I:
PART II:
PARTm:
ASSIGNOR TO TGH
TGH TO U,C
LLC TO ASSIGNEE
PART I
RELIANT ENERGY. INCORPORATED TO TEXAS GENCO HOLDINGS. INC.
THIS PARTIAL ASSIGNMENT (this "Assignment"), executed effective as of
the 31st day of August, 2002, at ":050 p.. .m. (Central. Time) (the "Effective Date"), by and
between RELIANT ENERGY, INCORPORATED, a Texas corporation ("Assignor"), and
TEXAS GENCO HOLDINGS, INC., a Texas corporation (''TGH'').
RECITALS:
A. Assignor is party to the Industrial District Agreement between Reliant Energy;
Incorporated and the City of La Porte, Texas, dated January 1, 2001 (the "Contract", which
reference includes any modifications, supplements or restatements thereof or thereto).
B. Assignor and TGH mutually desire that the Contract, together with all
appurtenances thereto, be partially transferred, assigned and delivered to TGH, its successors and
assigns, to the extent the Contract pertains to the property conveyed by one or more deeds of
even date herewith from Assignor to Assignee herein (through intermediate conveyances) to be
recorded in the Real Property Records of Harris County, Te'Xas, to which reference is .here made ,
to incorporate herein (the "Deed").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and TGH do hereby agree as follows:
1. Partial Asshmment. Assignor hereby partially assigns, transfers and delivers unto
TGH, its successors and assigns, subject to the tenns, provisions and reservations herein"
Assignor's right, title and interest in and to the Contract to the extent the Contract pertains to the
property is conveyed to Assignee in the Deed; SAVE AND EXCEPT, there is expressly
HOU03:8SOO34.3
1
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excluded and retained by Assignor, all other right, title and interest in and to the Contract to the
extent the property covered by the Contract is not conveyed to Assignee in the Deed.
2. As Is - Where Is Transfer. THE CONTRACT IS BEING PARTIALLY
TRANSFERRED AND CONVEYED "AS IS, WHERE IS," WITHOUT ANY
REPRESENTATION OR WARRANTY OF ANY NATIJRE (a) AS TO THE VALUE OR
FREEDOM FROM ENCUMBRANCE OF, THE CONTRACT, (b) AS TO ANY WARRANTY
OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
OF, OR ANY OTHER MATTER CONCERNING, THE CONTRACT OR (c) AS TO THE
LEGAL SUFFICIENCY OF THIS PARTIAL ASSIGNMENT TO PARTIALLY ASSIGN
TITLE TO THE CONTRACT.
PART II,
TEXAS GENCO HOLDINGS. INC. TO TEXAS GENCO GP. LLC AND
TEXAS GENCO LP. LLC
THAT TGR, for and in consideration of the sum of TEN AND NOIlOO
DOLLARS ($10.00) in hand paid to TGH by TEXAS GENCO GP, LLC ("Texas Genco GP''),
a Texas limited liability company, and TEXAS' GENCO LP, LLC ("Texas Genco LP''), a
Delaware limited liability company (collectively sometimes called "LLC''), whose mailing
address is P. O. Box 61.867, Houston, Texas 77208, and oth.er good and valuable consideration,
the receipt and suffic~ency of which consideration are hereby acknowledged, has ASSIGNED,
TRANSFERRED and DELIVERED and by these presents does ASSIGN, TRANSFER and
DELIVER unto Texas Genco GP, an undivided one percent (1%), and to Texas Genco LP, an
undivided ninety-nine percent (99%) right, title and interest, in and to TGH's interest in the
Contract.
1. As Is - Where Is Transfer.. THE CONI'RACT IS BEING PARTIALLY
TRANSFERRED AND ASSIGNED "AS IS, WHERE IS," WITHOUT ANY
REPRESENTATION OR WARRANTY OF ANY NATURE <a> AS TO THE VALUE OR
FREEDOM FROM ENCUMBRANCE OF, THE CONTRACT, (b) AS TO ANY WARRANTY
OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
OF, OR ANY OTHER MATTER CONCERNING, THE CONTRACT OR (c) AS TO THE
LEGAL SUFFICIENCY OF THIS PARTIAL ASSIGNMENT TO PARTIALLY ASSIGN
TITLE TO THE CONTRACT.
2. Certain Definitions. Capitalized terms not dc~fined in this Part II shall have the
respective meanings set forth in Part I.
PART ill
TEXAS GENCO GP.LLC AND TEXAS GENCO LP. LLC
TO TEXAS GENCO. LP
HOoo3:85OO34.3
2
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, .
THAT LLC, for and in consideration of the sum of TEN AND NOll 00
DOLLARS ($10.00) in hand paid to LLC by TEXAS GENCO, LP, a Texas limited partnership
("Assignee"), whose mailing address is P. O. Box 61867, Houston, Texas 77208, and other good
and valuable consideration, the receipt and sufficiency of which consideration are hereby
acknowledged, has ASSIGNED, TRANSFERRED and DELNERED and by these"presents does
ASSIGN, TRANSFER and DELIVER unto Assignee, Tex~1S Genco GP's undivided one percent
(1%) interest, and Texas Genco LP's undivided ninety..nine percent (99%) right,' title and
interest, in and to the LLC's interest in the Contract.
1. As Is - Where Is Transfer. THE CONTRACT IS BEING P ARTIALL Y
TRANSFERRED AND ASSIGNED "AS IS, WHERE IS," WITHOUT ANY
REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO THE VALUE OR
FREEDOM FROM ENCUMBRANCE OF, THE CONTRACT, (b) AS TO ANY WARRANTY
OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR. PURPOSE
OF, OR ANY OTHER MATTER CONCERNING, THE CONTRACT OR (c) AS.TO THE
LEGAL SUFFICIENCY "OF TInS PARTIAL ASSIGNMENT TO PARTIALLY ASSIGN
TITLE TO THE CONTRACT.
2. Assumption bv Assimee. As between Assignor and Assignee only, and without
any benefits, rights and privileges being granted to or intended for any third party not a party to
this Assignment (including, without limitation, any past, current or future" (i) owner of the
property covered by the Contract or (ii) any party thereto unless specifically and legally required
thereiIi), the Assignee assumes and agrees to perform the obligations under the Contract to the
extent partially assigned hereby.
3. Certain Definitions. Capitalized terms not d.efined in this Part ill shall have the
respective meanings set forth in Part I or Part ll.
PARtN
MISCELLANEOUS
1. Further Assurances. Each party hereto agrec~s that it will, at any time" and from
time to time, upon the written request of any other party, execute and deliver such furth~
documents (in recordable form, if appropriate under the circumstances) and do such further acts
and things, as the requesting party may reasonably request in order to effect the pwposes of this
Assignment.
2. Governing Law. This Assignment shall be interpreted ,and construed under and
pursuant to the laws of the State ofTexBs.
3. Counterparts. This Assignment may be executed in multiple counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be necessary to account
for only one such counterpart in proving the existence, validity or 'content of this Assignment.
HOU03:8S0034.3
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4. Bindine: Effect. This'Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
s. Certain Definitions. Capitalized terms not defined in this Part IV shall have the ,
respective meanings. set forth in Part I, Part,iJ or Part m. '
[End of Page]
H0003:8S0034.3
4
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IN WITNESS WHEREOF, this Assignment is executed and delivered to be effective as
of the Effective Date.
HOU03:8S0034.3
"ASSIGNOR":
RELIANT ENERGY, INCORPORATED
BY'~~
Name: Rufus S. Scott
Title: Vice President
"TGIf':
TEXAS GENCO HOLDINGS, INC.
BY:~~~.
Name: Rufus S. Scott
Title: Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
BY.~
Name: Rufus S. Scott
Title: Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
By: ./
Name:
Title:
Patricia F. Genzel
President
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IN WITNESS WHEREOF, this Assignment is exe(~uted and delivered to be effective as
of the Effective Date.
HOU03:8SOO34.3
"ASSIGNOR":
RELIANT ENERGY, INCORPORATED
By:
Name:
Title:
Rufus S. Scott
Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
By:
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By:
Name:
Title:
Rufus'S. Scott
Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
By:~ ;z:-~
Name: Patricia. el
Title: President '
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"ASSIGNEE":
TEXAS GENCO, LP
~y: TEXAS GENCO GP, LLC,
General Partner
By-6Z4
Name: Rufus S. Scott ,
Title: Vice President
--
HOU03:8SOO34.3
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THE STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
This instrument was acknowledged before me on A LA. &- c;;g , 2002, by Rufus S. Scott,
Vice Pres'ident of Reliant Energy, lncorporated, a Texas corporation, on behalf of said
c~""""""""""""".;"'"-',,,"'1
~ o~~v Ptl~... STEVEN P. STAHL ~
~ : ~ ~ NOTARY PUBLIC, STATE OF TEXAS 8
S ~,~, ~ MY COMMISSION EXPIRES S
~ "~#OF"t.~ JUNE 9, 2004 ~
. ~"""""""""""""""""""""""~
THE STATE OF TEXAS
~({~
Notary Public, State of Texas
COUNTY OF HARRIS
~
~
~
This instrument was acknowledged before me on ~~ L( 6- 01~ 2002, by Rufus S.
Scott, Vice President of Texas Genco Holdings, Inc., as Texas corporation, on behalf of said
corporation.
~-"......................:.='''''''''''''''''''''''."..."...;"'..;'''~".-'S
~ o"..I'-V PtI~... STEVEN P. STAHL ~
g:~ NOTARY PUBLIC, STATE OF TEXAS ~
g '!'..:,'l!5J.~ MY COMMISSION EXPIRES S
~ 'Y~#OF"t.~ JUNE 9, 2004 ~
g,..~~J"'..;"'J"~
~'f,~
Notary Public, State of Texas
COUNTY OF HARRIS
~
~
~
This instrument was acknowledged before me on fr U. @- rJl..9, 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, on behalf of
said limited liability company.' ,
~'~.............-'-"~."....;"'"..;"'''''..;'''."....;'''..;'''..;'''."....;'''.;"'..;'''..;'~~ ~IJ . c:;.. __
~ o"..I'-VPtI~.. STEVEN P. STAHL ~ ' ~ r. ~~
~ I~ NOTARY PUBLIC, STATE OF TEXAS ~ Notary Public, State ofT~xas
, S ~~~ MY COMMISSION EXPIRES S
~ 'Y~#OF"t.~ JUNE 9. 2004 ~
lSf~'DB~~ ~
~
COUNTY ,OF ~
This instrument was acknowledged before me on , 2002, by
Patricia F. Genzel, President of Texas Genco LP, LLC, a Del.aware limited liability company, on
behalf of said limited liability company.
Notary Public, State of Delaware
HOU03:8SOO34.3
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THE STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
This instrument was acknowledged before .me on _, 2002, by Rufus S. Scott,
Vice President of Reliant Energy, Incorporated, a Texas corporation, on behalf of said
corporation.
Notary Public, State of Texas
THE STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
This instrument was acknowledged before me on , 2002, by Rufus S.
Scott, Vice President of Texas Genco Holdings, Inc., as Texas corporation, on behalf of said
corporation. '
Notary Public, State of Texas
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
This instrument was acknowledged before me on , 2002, by Rufus S.
Scott, Vice President of Texas Genco qP, LLC, a Texas limited liability company, on behalf of
said limited liability company.
Notary Public, State of Texas
THE STATE OF DELAWARE
COUNTY OF\l.\tN ~E
~
~
~
This instru.tD.ent was acknowledged before me on
Patricia F. Genzel, President. of Texas Genco LP, LLC, a Delaware li
behalf of said limited liability company.
cSt ~9L, 2002, by
ed liability company, on
b~~. ~~
Notary Public, State of Delaware DENiSl: J::". ;'~';_,. ' ..
NOTARY PUBLiC
STATE OF DELAWARE
MJCeJa..kHI erpr. eIaMI
HOU03:8S0034.3
_.;.....
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THE STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
This instrument was ackn~wledged before me on .-It" If- ~, 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, ~ General
Partner of Texas Genco, LP, a Texas limited partnership, on behalf of said limited liability
company and limited partnership. .
~vI f. ~
Notary Public, State of Texas
.
HOU03:8S0034.3
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S. R. BERTRON PLANT
HARRIS COUNTY, TEXAS
DEED
THIS DEED CONVEYS PROPERTY FROM
RELIANT ENERGY, INCORPORATED AS "GRANTOR"
TO TEXAS GENCO, LP AS "GRANTEE"
THROUGH INTERMEDIATE CONVEYANCES
COUNTY OF HARRIS
~
~
~
KNOW ALL MEN BY THESE PRESENTS:
THE STATE OF TEXAS
PART I:
PART II:
PART III:
GRANTOR TO TGH
TGH TO LLC
LLC TO GRANTEE
PART!'
RELIANT ENERGY. INCORPORATED TO TEXAS GENCO HOLDINGS. INC.
THAT RELIANT ENERGY, INCORPORATED, ("Grantor"), for and in
consideration of the sum ofTEN AND NO/100 DOLLARS ($10.00) in hand paid to Grantor by
TEXAS GENCO HOLDINGS, INC., a Texas corporation ("TGH"), whose mailing address is
P. O. Box 61867, Houston, Texas 77208, and other good aud valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto TGH (a) that
certain tract of real property located in Harris County, Texas, as more particularly described in
SCHEDULE lA LESS AND EXCEPT those certain tracts of real property described in
SCHEDULE 2A and SCHEDULE 2B retained by Grantor (together the "REI Land"), (b) that
certain tract of real property located in Harris County, Tex.as, as more particularly described in
SCHEDULE lB, (c) that certain ~ct of real property located in Harris County, Texas, as more
particularly described in SCHEDULE Ie (the resulting trac~t described in SCHEDULE IA after
the exclusion of the tracts described in SCHEDULE 2A and SCHEDULE 2B, together with the
tracts described in SCHEDULE lB and SCHEDULE lG being the "Plant Land"), together with
(b) the following (all capitalized terms have the respective meanings set forth herein):
(i) Appurtenances: Any and all appultenances belonging or appertaining
thereto, including, without limitation, any and all appurtenant easements or rights-of-way
benefiting said Plant Land .or Improvements and auy and all of Grantor's rights to use
same;
(ii) Improvements Within Plant Land Excluding Grantor's Severed Prooertv:
Any and all Improvements located within those portions of the Plant Land excluding
Grantor's Severed Property;
HOU03:827974.4
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(iii) Certain Electrical Improvements Within REI Land: Those certain
breakers, switches, transformers, support structures and poles, whether real or personal,
and whether permanent or temporary, as more particularly described in the LIST OF
PROPERTY AND SCHEDULES ATTACHED TO DEED and in SCHEDULE3,
together with connecting cables, current transformers, separate foundations supporting
the said breakers, switches or transformers, and overhead lines, which are located within
the electric service easement areas as described in the Schedules referred to in Section 3.8
of that certain Easement and Covenant Agreement of even date herewith affecting the
Property between Grantor and TGH and which is also being recorded in the Official
Public Records of said county on or about the date of the recording of this Deed (the
"Easement Agreement"), with the points of demarcation or interconnection of
ownership of such property between Grantor and TGH being shown on the drawings or
plats attached to that certain Interconnection Agreement of even date herewith between
Grantor and TGH, covering the tracts of real property described in SCHEDULES lA, IB,
Ie, 2A and 2B hereto (the "Interconnection Agreement");
(iv) Certain Protective Relaving Imorovements Within REI Land: All
protective, auxiliary, and interposing relays located within the REI Land whose sole
purpose is the protection ofTGH's equipment located within the REI Land or connected
to the REI transmission system;
(v) Certain Underground Imorovements Within REI Land: All of the
underground cables, wires and lines (copper and fiber optic) up to the first point of cross-
connection within the land described in SCHEDULE 2A from the common boundary of
such land and the Plant Land which are used for electricity or communication and which
are connected to and serve equipment or other property which is owned by or leased to
TGH and located on the Plant Land, along with all underground or overhead cables, wires
and lines (copper or fiber optic) whose sole purpose is the connection of TGH's
equipment within the REI Land to other TGH equipment within the REI Land or to the
first point of cross-connection with TGH's cables, wires and lines described above;
(vi) Fire Water SyStem Within REI Land: Any and all of the pipes, pipelines
(including meters, connections, valves, hydrants and associated equipment), tanks, mains,
lines, wells, pumps and related equipment and facilities located in, on or under the REI
Land and used in connection with the storage, transportation and distribution of water for
use in combating fires on the Plant Land;
(vii) Fuel SyStem Within REI Land: Any and all of the pipes, pipelines
(including meters, connections, valves, hydrants and associated equipment), tanks, mains,
lines, wells, pumps and related equipment and facilities located in, on or under the REI
Land and used in connection with the storage, transportation and distribution of natural
gas and/or fuel oil or other petroleum products for w;e in connection with the operation of
the Improvements on the Plant Land;
(viii) ServiceIPotable Water SyStem Within REI Land: Any and all of the pipes,
pipelines (including meters, connections, valves, hydrants and associated equipment),
tanks, mains, li~es, wells, pumps and related equipment and facilities located in, on or
HOU03:827974.4
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under the REI Land and used in connection with the storage, transportation and
distribution of water for use in connection with the operation and maintenance of the
Plant Land or Improvements thereon excluding, however (to the extent located within
REI Land), any of the pipe or pipelines which bram~h off from or interconnect with the
main or trunk line either on Plant Land or crossing the REI Land and which branch
line(s) has a point oftermination and ending within REI Land;
(ix) Wastewater Discharge System Within REI Land: Any and all of the
pipes, pipelines (including meters, connections, valves, hydrants and associated
equipment), tanks, mains, lines, wells, pumps and related equipment and facilities located
in, on or under the REI Land and used in connection with the storage, transportation,
collection and disposal of wastewater from the Plant Land or Improvements thereon
excluding, however (to the extent located within REI Land), any of the pipe or pipelines
which branch off from or interconnect with the main or trunk.1ine either on Plant Land or
crossing the REI Land and which branch line(s) has a point of termination and ending
. within REI Land; and
(x) Parking: Any and all of the fences, pavers, 'posts, markers, or other
improvements located in, on or under the REI Land and used in connection with
vehicular parking by TGH, its employees, agents, representatives, invitees, licensees and
Permittees;
said Plant Land together with the properties, rights and interests described in (b lei) through (x)
above are herein collectively referred to as the "Plant Property", with the properties described
in (b)(iii) through (x) above being collectively referred to as "TGH's Severed Property".
GRANTOR'S SEVERED PROPERTY
The conveyance by Grantor of the Plant Land described on SCHEDULE lA,
SCHEDULE I B, and SCHEDULE I C and the Improvements thereon expressly excludes, and
Grantor retains full legal title to and ownership ofthe following:
(a) Grantor's Transmission Prooertv Within Plant Land:
(i) one or more lines of towers, poles and other structures, with necessary and
convenient foundations;
(ii) wires and cables, including ground wires and communication circuits (for
purposes of Switchyard or transmission operation), both overhead and underground;
(iii) conduits, pullboxes, guy wires and anchors, insulators and crossanns
placed on or used in connection with the structures described in (i) above; and
(iv) other fixtures, appliances and appurtenances connected with any of the
foregoing, necessary or convenient for the construction, operation, regulation, control,
grounding and maintenance of the Switchyard, electric lines or above-described
communications circuits for the purpose of transmitting, distributing, regulating and
controlling electric energy,
/
HOU03:827974.4
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for the supply of electric power from and to the Switchyard to locations to and from outside of
the Plant Land and which are currently located within the electric transmission easement areas as
described in the schedules referred to in Section 2.6 of the Easement Agreement, it being agreed,
for the avoidance of doubt, that the foregoing does not include any of the foregoing types of
property insofar as they relate to electric lines connecting the Switchyard with the Plant Property
or other points located inside the Property, or which opc,rate at below 60kV and extend to
locations outside of the Plant Land, which property is covered in (b) below; said excluded
properties of Grantor above described being herein collectively referred to as "Grantor's
Transmission PropertY";
,
(b) Certain Electrical Imorovements Within Plant Land:
(i) one or more lines of towers, poles and other structures, with necessary and
convenient foundations,
(ii)
circuits,
overhead wires and cables, including ground wires and communication
(Hi) guy wires and anchors, insulators and crossanns' placed on or used in
connection with the structures described in (i) above, and
(iv) other fixtures, appliances and appurtenances connected with any of the
foregoing, necessary or convenient for the construction, operation, regulation, control,
grounding and maintenance of the Switchyard, electric lines or above-described
communications circuits for the purpose of transmitting, distributing, regulating and
. controlling electric energy,
for (A) the supply of electric power at any voltage to the land described in SCHEDULE 2A and
SCHEDULE 2B, (B) the supply of electric power at any voltage from the land described in
SCHEDULE 2A and SCHEDULE 2B to the Plant Land or to other portions of the land described
in SCHEDULE 2A and SCHEDULE 2B, (C) the supply of electric power below 60kV from the
land described in SCHEDULE 2A and SCHEDULE 2B or from land outside the Plant Land to
the first meter connection, if any, within the Plant Land which is currently in place or which may
hereafter be installed, or (D) .thesupply of electric power operating below 60kV from and to the
land described in SCHEDULE 2A and SCHEDULE 2B to and from locations outside of the land
described in SCHEDULE lA, SCHEDULE IB, and SCHEDULE lC. a portion of which
property described in (i) ,through (iv) above is currently located within the electric service
easement areas described in the Schedules referred to in Section 2.5 of the Easement Agreement
and which includes, without limitation, the specific lines, towers, poles and foundations located
within said easements which are described in the LIST OF PROPERTY AND SCHEDULES
A'ITACHED TO DEED and in SCHEDULE 4, each attached hereto;
(c) Certain Imorovements Within Microwave Tower Tract: All of the towers, poles,
buildings and other structures, cables, lines, wires, conduits, control trenches, cable trays, pull
boxe~ terminal cabinets, poles, antennae, dishes, camera systems, and related facilities and
equipment (including, without limitation, fiber optic multiplexors, microwave terminals, DC
power plants, telephon~ switches (PBX's), data concentrators, routers, ground potential rise
'HOU03:827974.4
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(GPR) protection equipment and telemetry devices), used in connection with the supply of
telephone, data, tele-protection, wireless, fiber optic, local area network (LAN) data access, wide
area network (WAN) connectivity, Supervisory Control and, Data Acquisition System (SCADA),
microwave, closed circuit television and other co~IJ1unication, telecommunication and
computing services to and from the REI Property or otherwise used in connection with Grantor's
business (including the licensing or other sharing of any such property between or among
Grantor and commercial telecommunications providers or others) and which are focated in, on or
under the land described. as the Microwave Tower Tract in Section 2.7 of the Easement
Agreement;
(d) Certain Telecommunications Improvements Within Plant Land: All copper and
all fiber optic telecommunication cables located outside the Microwave Tower Tract that connect
from equipment located within the Microwave Tower Tract to equipment located within the
Plant Land that provides communications services to the Plant located on the Plant Land, to the
first point of cross-connection within the Plant Land, as well as the multiplexing communications
equipment attached at that point and the distribution racks hQusing such equipment; and
(e) Certain Fiber Ootic Lines Within Plant Lane!: To the extent not included in (d)
immediately above, all fiber optic telecommunications cables located within the Plant Land but
outside of the Microwave Tower Tract that connect from equipment located within the
Microwave Tower Tract to equipment located outside of the Plant Land (said excluded
properties of Grantor described in (a) through (e) abovc~ herein collectively referred to as
"Grantor's Severed Property").
The Grantor's and the TGH's Severed Property (collectively referred to as the "Severed
Property"), including all future modifications and alterations thereto, are hereby, and shall
remain, severed from the land to which they are currently affixed and shall Constitute the
personal property of either Grantor and TGH, as the case may be, its successors and assigns,
regardless of whether such Severed Property is now or hen~fter physically attached to the land
or would otheIWise constitute a fixture or other item of real property under applicable law. The
character of the Severed Property as personal property shall not be altered or affected by (i) any
future alteration to, or modification or relocation of, the Severed Property, (ii) any attachment or
reattachment of the Severed Property to the land, or (iii) any other event, circumstance,
condition, course of dealing, act, inaction or omission, other than an express written instrument
to the. contrary hereafter executed by the parties hereto ~md recorded in the Official Public
Records of Real Property of said county. Upon request of either Grantor or TGH, the other party
agrees to execute (and record, if applicable, at the expense of the requesting party) such further
documents or instruments as may be appropriate to eviden(~e the identity and ownership of the
Severed Property from time to time, as such Severed Property may be hereafter modified or
altered.
Grantor hereby reserves to itself, its successors and assigns, certain easements over,
under, through and across the Plant Land in accordancc~ with the terms of the Easement
Agreement. The easements hereby reserved are for the bene:fit of, and shall be appurtenant to the
REI Land as defined and described in the Easement Agreemcmt, and any additions thereto.
HOU03:827974.4
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This conveyance is expressly made subject to (i) those certain encumbrances to title that
are of record in the real property records of said county, except for any an,d all liens and security
interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Plant Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands
comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
any government; or to filled-in lands or artificial islands; or to statutory water rights, including
. riparian rights; or to the area extending from the line of mean low tide to the line of vegetation,
or the rights of access to that area or easement along and across the area. "Indebtedness" of
Grantor means, (a) all obligations of Grantor for borrowed money, (b) all obligations of Grantor
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of Granto~ upon
which interest charges are customarily paid, (d) all obligations of Grantor under conditional sale
or other title retention agreements relating to property or assets purchased by Grantor, (e) all
obligations of Grantor issued or assumed as the deferred pw~chase price of property or services,
(f) all obligations as listed in (a) through (e) immediately-above of others secured by (or for
which the holder of such obligations has an existing right, contingent or otherwise, to be secured
by) any mortgage, lien, pledge, or other encumbrance on property owned Qr acquired by Grantor,
whether or not the obligations secured thereby have been assumed, (g) all guarantees by Grantor
of Indebtedness of others, (h) all capital lease obligations of Grantor, and (i) all securities or
other similar instruments convertible or exchangeable into ;my of the foregoing, but excluding
daily cash overdrafts associated with routine cash operations.
TO HAVE AND TO HOLD the Plant Property, toge:ther with all and singular the rights
and appurtenances thereto in anywise belonging, unto TGH, its successors and assigns forever,
subject to the specific matters stated in the immediately preceding paragraph; and Grantor does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
and singular the Plant Property unto TGH, its. successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of
title or any title insurance company.,
THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS,
WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a)
AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT
PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER
CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF
THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY.
Except as otherwise defined herein, all capitalized tenns herein shall have the following
meamngs:
(i) "Improvements" shall mean all struc::tures and improvements, facilities,
systems, fixtures and equipment of any kind now or hereafter located on the Property,
whether above or below the land surface, whether real or personal property, and whether
H0OO3:827974.4
6
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. permanent or temporary, including without limitation, all buildings, sheds, energy plants,
tanks, pipelines (including meters, connections, valves and other associated equipment),
cables, wires (including but not limited to control and communication wires), switches,
breakers, transformers, conduits, cable trays, trenches, mains, lines, ducts, fences, gates,
towers, antennae, tunnels, roads, driveways, streets, alleys, paved parking areas,
pathways, screening walls, awnings, retaining walls, plantings, shrubs and other
landscaping, irrigation and drainage pipes and faciliti(~s, lighting fixtures ahd signs.
(ii) "Plant" shall mean the electric energy generation plant located on the
Plant Land.
(iii) "Plant Improvements" shall mean all Improvements now or hereafter
owned by Plant Owner, regardless of whether such ImprovementS are located on the
Plant Land or on the REI Land.
(iv) "Property" shall collectively mean the Plant Property and the REI
Property.
(v) "REI Improvements" shall mean aU Improvements now or hereafter
owned by REI, regardless of whether such Improvements are located on the REI Land or
on the Plant Land.
(vi). "REI Land" shall mean the land described in Schedule 2A. 2B and 2C of
this Deed and incorporated herein by reference.
(vii) "REI Property" shall collectively mean (i) the REI Land, and (ii) the REI
Improvements.
(viii) "Switchvard" shall collectively mean (i) that portion of the REI Land (the
"Switchyard Land") on which is located switching equipment and facilities used by REI
in connection with the transmission or distribution of electric power, the operation of the
Grid and/or the control of continuity between the Plant and the Grid, and (ii) all
Improvements located on the Switchyard Land.
PART II
TEXAS GENCO HOLDINGS. INC. TO TEXAS GENCO GP. LLC AND
TEXAS GENCO LP, LLC
THAT TGH, for and in consideration of the sum of TEN AND NOll 00 DOLLARS
($10.00) in hand paid to TGH by TEXAS GE~CO GP, LLC ("Texas Genco GP"), a Texas
limited liability company, whose mailing address is P. O. Box 61867, Houston, Texas 77208,
and TEXAS GENCO LP, LLC ("Texas Genco LP"), a Delaware limited liability company,
whose mailing address is 200 West Ninth Street Plaza, Suite 409, Wilmington, Delaware 19801,
(collectively sometimes called "LLC"), and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowlc~ged, has GRANTED, SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto Texas Genco GP,
an undivided one percent (1 %), and to Texas Genco LP, aD. undivided ninety-nine percent (99%)
HOU03:827974.4
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interest, in and to the Plant Property, the Easement Agreement and the Interconnection
Agreement.
This conveyance is expressly made subject to (i) the terms and conditions of the
Easement Agreement and the Interconnection Agreement; (ii) those certain encumbrances to title
that are of record in the real property records of said county, except for any and all liens and
security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a
proper survey would show, to the extent and only to the extent such matters are valid and
subsisting and affect the Plant Property as of the date hereof; and (iii) any titles or rights to
_ tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams,
lakes, bays, gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as
established or changed by any government; or to filled-in lands or artificial islands; or to
statutory water rights, including riparian rights; or to the arc~. extending from the line of mean
low tide to the line of vegetation, or the rights of access to that area or easement along and across
the area. '
. .
TO HAVE AND TO HOLD.the Plant Property, together with all and singular the rights
and appurtenances thereto in anywise belonging, unto LLC, its successors and assigns forever,
subject to the specific matters stated in the immediately preceding paragraph; and Grantor does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
and singular the Plant Property, and TGH's interest in the Easement Agreement and the
Interconnection Agreement, unto LLC, its successors and assigns, against every person
whomsoever"lawfully claiming or to claim the same or any part thereof, provided, however, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restri~t any claims, remedies or amounts recovered against any prior warrantor in the chain of
title or any title insurance company.
THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS,
WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a)
AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT .
PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATIER
CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF
THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY. .
Capitalized terms not defined in this Part II shall have the respective meanings set forth
in Part I.
PARTID
TEXAS GENCO GP. LLC AND TEXAS GENCO LP, LLC
TO TEXAS GENCO. LP
THAT LLC, for and in consideration of the sum (If TEN AND NOll 00 DOLLARS
($10.00) in hand paid to LLC by TEXAS GENCO, :LP, a Texas limited partnership
("Grantee"), whose mailing address is p, O. Box 61867, Houston, Texas 77208, and other good
and valuable consideration, the receipt and sufficiency of which consideration are hereby
HOU03:827974.4
8
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acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT,
SELL and CONVEY unto Grantee, Texas Genco GP's undivided one percent (1%) interest, and
Texas Genco LP's undivided ninety-nine percent (99%) interest, in and to the Plant Property, the
Easement Agreement and the Interconnection Agreement..
This conveyance is expressly made subject to (i) the terms and conditions of the
Easement ,Agreement and the Interconnection Agreement, TGH's obligations-under each of
which are being hereby assumed by Grantee; (ii) those cemun encumbrances to title that are of
record in the real property records of said county, except for any and all liens and security
interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Plant Property as of the date hereof; and (iii) any titles or rights to tidelands, or lands
comprising the shores or beds of navigable or perennial rive:rs and streams, lakes, bays, gulfs or
oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
any government; or to filled-in lands or artificial islands; or to statutory water rights, including
riparian rights; or to the area extending from the line of me~m low tide to the line of vegetation,
or the rights of access to that area or easement along and across the area.
TO HAVE AND TO HOLD the Plant Property, together with all 'and singular the rights
and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns
forever, subject to the specific matters stated in the immediately preceding paragraph; and LLC
does -hereby bind itself and its successors and assigns to WARRANT AND FOREVER
DEFEND all and singular the Plant Property, and LLC's interest in the Easement Agreement and
the Interconnection Agreement, unto Grantee, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of
title or any title insurance company.
THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS,
WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a)
AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT
PROPERTY, (b) AS TO ANY wARRANTY OF MERCHANTABILITY OR WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER
CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF
THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY.
Capitalized terms not defined in this Part ill shall have the respective meanings set forth
in Part I or Part II.
The LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED,
SCHEDULE lA, SCHEDULE IB and SCHEDULE lC, SCHEDULE 2A, SCHEDULE 2B,
SCHEDULE 3 and SCHEDULE 4 are attached hereto and incorporated herein for all purposes.
This Deed may be executed in multiple counterparts, and all such executed counterparts
shall constitute the same agreement. It shall be necessary tCl account for only one such
counterpart in proving the existence, validity or content of this Deed.
/'
HOU03:827974.4
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Grantee hereby assumes liability for the payment of all ad valorem taxes and assessments
for the Plant Property for the year 2002 and all subsequent years.
[End of Page]
HOU03:827974.4
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EXECUTED to be effective the 31st day of August, 2002, at JJ.l.5/lf.m. (Central Time).
"GRANTOR"::
RELIANT
ENERGY,
INCORPORATED
By. ~~
Name: fus S. Scott
Title: Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
By:
Name:
Title:
~c~
V Ice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By:
Name:
Title:
~~
Vice President
"TEXAS GENCO LP":
TEXAS GENCO L~, LLC
By:
Name:
Title:
Patricia F. Genzel
President
HOU03:827974.4
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EXECUTED to be effective the 31st day of August, 2002, at ~-f!.m. (Central Time).
"GRANTOR":
RELIANT
ENERGY,
INCORPORATED
By:
Name:
Title:
Rufus S. Scott
Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
By:
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By:
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
B~.L-
Name: Patri .a F. nzel
Title: President
HOU03:827974.4
.
Uoon recordation. olease return to:
Stacey Tilley
Baker Botts L.L.P.
910 Louisiana
Houston, TX 77002-4995
HOoo3:827974.4
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"GRANTEE":
TEXAS GENCO, LP
By:
By:
Name:
Title:
TEXAS GENCO GP, LLC,
General Partner
~
Rufus . Scott
Vice President
e
THE STATE OF TEXAS
COUNTY OF HARRIS
.
~
~
~
This instrument was acknowledged before me on ~/-\ U G-I.t. ~..,.~2002, by Rufus S.
Scott, Vice President of Reliant Energy, Incorporated, a Texas corporation, on behalf of said
corporation.
COUNTY OF HARRIS
~ I. ~lL
Notary Public, State of Texas
This instrument was acknowledged before me on A: u&-lJ.Sr ~ 2002, by Rufus S.
Scott, Vice President of Texas Genco Holdings, Inc., a Texas corporation, on behalf of said
corporation.
COUNTY OF HARRIS
.~/!~'
Notary Public, State of Texas
This instrument was acknowledged before me on j., cJ6-4ST" ~, 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, on behalf of
said limited liability company.
HOU03:827974.4
~~~
Notary Public, State of Texas
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THE STATE OF DELAWARE
~
COUNTYOF~ ~
This instrume~t was acknowledged before me on .a.u
Patricia F. Genzel, President of Texas Genco LP, LLC, a Dela
behalf of said limited liability company.
2002, by
e limited liability company, on
i~, ~tlli~o
Notary Public, State of Delaware
DENISE 0, WI(J.!AMS
NOTARY PUB.~: ,
STATE OF DElAWARe,.
Mv r.""''''''~~!on 'E~"- 9J25I05
THE STATE OF TEXAS
~
~
~
.- ..: :,;,
."
COUNTY OF HARRIS
This instrument was acknowledged before me on -' 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, as General
Partner of Texas Genco, LP, a Texas limited partnership, on behalf of said limited liability
company and limited partnership.
Notary Public, State of Texas
HOU03:827974.4
.
THE STATE OF DELAWARE
COUNTY OF
e
~
~
~
This instrument was acknowledged before me on -' 2002, by
Patricia F. Genzel, President of Texas Genco LP, LLC, a Delaware limited liability company, on
behalf of said limited liability company.
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS " ~
Notary Public., State ofOelaware
This instrument was acknowledged before me on :It Uti: lIST, ;;Q, 20021 by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas lImited liability company, as General
Partner of Texas Genco, LP, a Texas limited partnership, 011 behalf of said limited liability
company and limited partnership. .
HOU03 :827974.4
~~f~
Notary Public, State of Texas
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LIST OF PROPERTY AND SCHEDULES ATIACHED TO DEED
Schedules 1 - Plant Land three parcels consisting of 474.37:5 acres:
Schedule lA PS08-C04 - 462.852 acres of which 23.744 acres lie with!n the discharge
canal, and of which 4.248 and 1.700 acres lie below the vegetation line,
. save and except the REI Land described in Schedules 2A and 2B;
Schedule IB PS08-C05 ~ 7.382 acres;
Schedule 1 C PS08-C06 - 4.141 acres;
Schedules 2 - REI Land two parcels consisting of 17.826 acres:
Schedule 2A PS08-009 - 11.746 acres; and
Schedule 2B PS08-010 - 6.080 acres.
Schedule 3
Grantee's Severed Property Within REI Land:
15kV Breaker LOIO for GTl locate:d on Easement Parcel PS08-G105
(such parcel being more definitely described on Schedule 3A attached
hereto)
15kV Disconnect Switch L015 for GTllocated on Easement Parcel PS08-
G 105 (such parcel being more definitely described on Schedule 3A
attached hereto)
15kV Breaker L020 for GT2 located on Easement Parcel PS08-G105
(such parcel being more definitely described on Schedule 3A attached
hereto)
15kV Disconnect Switch L025 for GT210cated on Easement Parcel PS08-
G105 (such parcel being more definitely described on Schedule 3A
attached hereto)
69kV Breaker P700 for Standby Transformer A located on Easement
'Parcel PS08-G 103 (such parcel being more definitely described on
Schedule 3B attached hereto)
69kV Disconnect Switch P701 for Standby Transformer A located on
Easement Parcel PS08-G 1 03 (such parcel being more definitely described
on Schedule 3B attached hereto)
/
HOU03:827974.4
Schedule 4
HOU03:827974.4
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69kV Disconnect Switch P702 for Standby Transformer A located on
Easement Parcel PS08-G 103 (such parcel being more definitely described
on Schedule 3B attached hereto)
138kV Breaker for Standby Transformer B located on Easement Parcel
PS08-G 106 (such parcel being more definitely described 9n Schedule 3C
attached hereto)
138kV Disconnect Switch for Standby Transformer B located on
Easement Parcel PS08-GI06 (such parcel being more definitely described
on Schedule 3C attached hereto)
138kV transmission lines for Standby Transformer B partially within
Easement Parcels PS08-012 (such parcel being more definitely described
on Schedule 3D attached hereto) and PS08-015 (such parcel being more
definitely described on Schedule 3E attached hereto)
Portion of Grantor's Severed Property (electrical lines, towers and
foundations) within Plant Land:
Tangent tower and foundations supporting the overhead lines from Main
Transformer #3 and the 138kV substation located on Easement Parcel
P<::08-014 (such Easement Parcel being more definitely described on
Schedule 4A attached hereto)
Overhead 138kV electrical lines connecting Main Transformer #4 to the
substation located on Easement Par(~el PS08-0 12 (such Easement Parcel
being previously described on Schedule 3D attached hereto)
Overhead 138kV electrical lines connecting Main Transformer #3 to the
substation located on Easement Parc=el PS08-015 (such Easement Parcel
being previously described on Schedule 3E attached hereto)
2
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
Schedule lA
Page 1 of7
Description of 462.852 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being a portion of the S.R. Bertron Power Plant Property
described in deeds to Houston Lighting and Power Company as follows: (1) The residue of a
400 acre tract recorded in Volume 2643, Page 148 of the Dc~ed Records of Harris County, Texas
(H.C.D.R); (2) The residue of a 61.951 acre tract recorded in Volume 2609, Page 623 of the
H.C.D.R.; (3) The residue of a 61.126 acre tract recorded in Volume 2609, Page 625 of
H.C.D.R.; (4) The residue of a 2.143 acre tract recorded in Volume 2751, Page 623 of the
H.C.D.R.; (5) The residue ofa 25.00 acre tract recorded in Volume 2680, Page 573, and Volume
2682, Page 72, of the H.C.D.R.; (6) The residue ofa 25.051 acre tract recorded in Volume 2609,
Page 628 of the H.C.D.R.
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
defined in the Texas Natural Resources Code, Section 21, et seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
,
3248200.59 found at an angle point on .the northeasterly Jight-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the soutl}westerly comer of said 400 acre tract recorded in Volume
2643, Page 148 of the H.C.D.R. and the position of a 3/4 im~h iron pipe found having a bearing
of North 38 degrees 06 minutes 34 seconds West, a distance of2116.64 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value (If Northing (Y) = 707879.27 and -
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
Schedule lA
Page 2 of7
Easting (X) = 3246630.36. These values were determined from the S.R. Bertron Power Plant
East-West baseline monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value of N 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
462.852 acre tract is described by metes and bounds as follows:
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y
= 705877".35 at an angle jJoint on the northeasterly right-of-way line of Miller Cut-Off Road (60'
R.O.W.) in the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J.
Harris Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from
which a found brass disk in concrete being plant baseline monument N 0.00, W 205, bears North
56 degrees 45 minutes 29 seconds East a distance of 4,092.66 feet and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
Thence, North 38 degrees 06 minutes 34 seconds West with the northeasterly line of Miller Cut-
Off Road, a distance of4~7.92 feet to the POINT OF BEGINNING of the herein described
tract having coordinates .ofX = 3241936.52 and Y = 706214.01 from which a found 5/8 inch iron
rod bears South 16 degrees 38 minutes 11 seconds West, a distance of 0.43 feet, also being the
northwesterly comer of a called 42.0877 acre tract described to Humble Pipeline Company
recorded in Harris County Clerk's File No. C347984;
THENCE, North 38 degrees 06 minutes 34 seconds West continuing with the northeasterly line
of Miller Cut-Off Road and the southwesterly line of the herein described tract, a distance of
2116.64 feet to a 3/4 inch iron pipe found for an angle point;
THENCE, North 65 degrees 19 minutes 30 seconds West, a distance of 150.67 feet to % inch
iron pipe found for the westerly comer of the herein described tract and the southeasterly comer
ofa 4.849 acre tract recorded in Volume 5269, Page 583 of the H.C.D.R., from which a 1 inch
iron pipe found bears South 64 degrees 49 minutes 04 seconds East, a distance of 2.02 feet, and a
found ~ inch iron rod bears North 65 degrees 43 minutes 05 seconds West, a distance of60.00
feet;
HOUOl827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT II A" on Map
Schedule lA
Page 3 of7
THENCE, North 24 degrees 17 minutes 34 seconds East, with the common line of the herein
described tract and said 4.849 acre tract, at 389.20 feet passing a found 3/4 inch iron rod with
aluminum cap, at 2709.63 feet passing a found 3/4 inch iron rod with aluminum cap, for a total
distance of2759.53 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P",
set for a common comer, of the herein described tract and a 0.783 acre tract recorded in Harris
County Clerk's File No. L483877 from which a found 1 inch iron pipe bears North 23 degrees 53
minutes 48 seconds East, a distance of 1.09 feet; I
THENCE, with the common line of the herein described traGt and said 0.783 acre tract, the
following courses and distances;
South 76 degrees 00 minutes 23 seconds East:, 20.36 feet
South 12 degrees 53 minutes 33 seconds East, 55.26 feet
South 38 degrees 17 minutes 07 seconds East, 72.02 feet
North 15 degrees 08 minutes 48 seconds West, 92.68 feet
North 12 degrees 14 minutes 34 seconds East, 172.12 feet
North 63 degrees 55 minutes 23 seconds East, 116.69 feet
THENCE, North 39 degrees 35 minutes 55 seconds East, at 110.24 feet passing a common
comer ofPS08-C04 and PS08-011, a distance of 125.66 feet to a point on the southwesterly
right-of-way line of a 100 foot wide Transmission Tower corridor, from which found 3/4 inch
iron rod with aluminum cap bears South 30 degrees 01 minutes 16 seconds West, a distance of
0.30 feet;
THENCE, North 29 degrees 05 minutes 46 seconds West, with said right-of-way line, a distance
of 162.14 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for
comer on the southeasterly line of said 4.849 acre tract.
THENCE, North 24 degrees 17 minutes 34 seconds East, with said line, a distance of 286.04 feet
to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer, on the
southerly line of a 4.474 acre tract recorded in Volume 5269, Page 583 of the H.C.D.R., from
which a found 1 inch iron pipe bears North 65 degrees "46 minutes 18 seconds West, 60.00 feet,
said 1 inch iron pipe being the common comer of said 4.849 acre tract and said 4.474 acre tract;
THENCE, South 65 degrees 46 minutes 18 seconds East, with the southerly line of said 4.474
acre tract, at 249.53 feet passing a found 1 inch iron pipe on line, for a total distance of278.60
feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for a common
comer on the northerly line ofa 19.744 acre tract recorded in Harris County Clerk's File No. L
483877;
THENCE, with the common line of the herein described tract and said 19.744 acre tract the
following courses and distances;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
Schedule lA
Page 4 of7
South 22 degrees 07 minutes 41 seconds West, 29.44 feet
South 89 degrees 47 minutes 35 seconds West, 20.55 feet
North 68 degrees 29 minutes 38 seconds West, 13.62 feet
North 83 degrees. 07 minutes 08 seconds West, 25.54 feet
South 24 degrees 28 minutes 19 seconds West, 22.45 feet
South 61 degrees 07 minutes 23 seconds West, 47.04 feet
North 88 degrees 12 minutes 50 seconds West, 18.55 feet
North 23 degrees 11 minutes 38 seconds West, 47.53 feet
South 14 degrees 36 minutes 04 seconds West, 47.60 feet
South 62 degrees 24 minutes 27 seconds West, 10.34 feet
South 69 degrees 46 minutes 31 seconds We:;t, 31.18 feet
North 68 degrees 12 minutes 52 seconds West, 49.21 feet
South 74 degrees 18 minutes 29 seconds West, 46.20 feet.
to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set on the common line
of a 100 foot wide transmission tower corridor, PS08-C04 and PS08-0 11 ;
THENCE, South 29 degrees 05 minutes '32 seconds East, with said common line, a distance of
143.83 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for
comer;
THENCE, with the common line of the herein described tract and the said 19.744 acre tract, the
following courses and distances;
South 76 degrees 50 minutes 04 seconds East, 83.06 feet
North 40 degrees 23 minutes 50 seconds East, 38.75 feet
North 76 degrees 39 minutes 07 seconds East, 54.67 feet
to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 29 degrees 06 minutes 41 seconds East, a distance of 1170.42 feet to a 1 inch
iron rod found for comer;
THENCE, North 60 degrees 54 minutes 17 seconds East, a distance of 474.61 feet to a 1 inch
iron rod found for comer;
THENCE, North 29 degrf~es 05 minutes 56 seconds West, a distance of 97.02 feet to a 1 inch
iron rod found for comer;
THENCE, North 30 degrees 55 minutes 03 seconds East, a distance of 266.99 feet to a 5/8 inch
iron rod found for comer;"
HOU03:827974.4
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Schedule lA
Page 5 of7
THENCE, along the following courses and distances;
South 60 degrees 16 minutes 07 seconds East, 92.88 feet
South 64 degrees 16 minutes 54 seconds East, 99.54 feet
South 66 degrees 39 minutes 43 seconds East, 100.04 feet
South 64 degrees 35 minutes 09 seconds East, 101.98 feet
South 77 degrees 27 minutes 25 seconds East, 100.36 feet
South 87 degrees 17 minutes 18 seconds East, 33.57 feet
South 14 degrees 26 minutes 43 seconds East, 46.23 feet
South 83 degrees 59 minutes 47 seconds East, 28.77 feet
North 23 pegrees 07 minutes 46 seconds East;, 24.46 feet
South 88 oegrees 39 minutes 27 seconds East, 67.15 feet
North 84 degrees 05 minutes 25 seconds East, 95.75 feet
to a point on the deed line ofPS08-C04;
S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
1:
THENCE, along the deed line of PS08-C04 the following courses and distances;
South 75 degrees 10 minutes 52 seconds East, 95.80 feet
South 78 degrees 21 minutes 52 seconds East, 100.10 feet
South 86 degrees 01 minutes 52 seconds East, 46.30 feet
South 73 degrees 27 minutes 52 seconds East, 59.60 feet
South 47 degrees 23 minutes 52 seconds East, 46.10 feet
South 74 degrees 26 minutes 52 seconds East, 40.00 feet
South 50 degrees 43 minutes 52 seconds East, 11.20 feet
South 88 degrees 36 minutes 52 seconds East, 35.70 feet
North 64 degrees 54 minutes 08 seconds East, 62.00 feet
South 85 degrees 35 minutes 52 seconds East, 41.40 feet
South 68 degrees 08 minutes 52 seconds East, 12.60 feet
South 37 degrees 10 minutes 52 seconds East, 61.60 feet
South 76 degrees 18 minutes 52 seconds East, 53.00 feet
South 77 degrees 31 minutes 52 seconds East, 100.10 feet
South 76 degrees 19 minutes 52 seconds East, 52.00 feet
South 66 degrees 56 minutes 52 seconds East, 48.50 feet
South 83 degrees 50 minutes 52 seconds. East, 86.90 feet
South 88 degrees 05 minutes 52 seconds East, 80.90 feet
South 75 degrees 35 minutes 52 seconds East, 15.50 feet
South 84 degrees 24 minutes 52 seconds East, 37.60 feet
North 68 degrees 54 minutes 08 seconds East, 35.50 feet
South 49 degrees 09 minutes 52 seconds East, 23.10 feet
South 33 degrees 39 minutes 52 seconds East, 88.60 feet
HOU03:827974.4
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Schedule lA
Page 6 of7
South 47 degrees 28 minutes 52 seconds East, 77.50 feet
South 64 degrees 32 minutes 52 seconds East, 49.80 feet
South 66 degrees 39 minutes 52 seconds East, 18.40 feet
South 40 degr,ees 53 minutes 52 seconds East, 17.50 feet
South 10 degrees 13 minutes 08 seconds West, 83.20 feet
North 40 degrees 26 minutes 08 seconds East, 75.20 feet
South 81 degrees 03 minutes 52 seconds East, 200.00 feet
North 72 degrees 29 minutes 08 seconds East, 106.50 feet
North 29 degrees 51 minutes 08 seconds East, 75.10 feet
South 83 degrees 39 minutes 52 seconds Eas~, 34.70 feet
North 67 degrees 17 minutes 08 seconds East, 70.50 feet
North 68 degrees 25 minutes 08 seconds East, 96.50 feet
South 13 degrees 32 minutes 52 seconds East, 42.10 feet
South 79 degrees 56 minutes 52 seconds East, 112.20 feet
South 85 degrees 32 minutes 52 seconds East, 39.80 feet
South 73 degrees 07 minutes 52 seconds East, 76.00 feet
South 74 degrees 43 minutes 52 seconds East, 125.20 feet
South 83 degrees 06 minutes 52 seconds East, 75.70 feet
South 23 degrees 56 minutes 52 seconds East, 81.60 feet
South 45 degrees 44 minutes 52 seconds East, 23.00 feet
South 43 degrees 50 minutes 52 seconds East, 100.00 feet
South 63 degrees 10 minutes 52 seconds East, 29.40 feet
South 54 degrees 25 minutes 52 seconds East, 97.50 feet
South 54 degrees 15 minutes 52 seconds East, 125.10 feet
South 67 degrees 17 minutes 52 seconds East, 90.60 feet
South 65 degrees 21 minutes 52 seconds East:. 24.20 feet
South 60 degrees 38'minutes 52 seconds East, 101.90feet
South 61 degrees 52 minutes 52 seconds East, 71.40 feet
South 60 degrees 06 minutes 52 seconds East" 102.40 feet
South 63 degrees 02 minutes 52 seconds East, 55.60 feet
South 62 degrees 56 minutes 52 seconds East, 90.90 feet
South 62 degrees 03 minutes 52 seconds East, 100.50 feet
South 71 degrees 35 minutes 52 seconds East, 45.00 feet
South 86 degrees 25 minutes 57 seconds East, 66.72 feet
S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
to a point on the southerly line of the 8.663 acre tract recorded in Cause No. 71493 County Court
of Law, Harris County, Texas and the northwesterly line of a 42.0877 acre tract conveyed to
Humble Pipeline Company recorded in Harris County Clerk's File No. C347984;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C04
EXHIBIT "A" on Map
Schedule lA
Page 7 of7
THENCE, South 21 degrees 09 minutes 09 seconds West with said northwesterly-line of said
42.0877 acre, a distance of 733.72 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant
Energy HL&P" set for comer, from which a found 5/8 inch iron rod with cap bears South 42
degrees 27 minutes 04 seconds East, a distance of 0.92 feet;
THENCE, South 34 degrees 24 minutes 09 seconds West, continuing with said northwesterly
line and the southerly line of the herein described tract, a distance of2472.34 feet to a 3/4 inch
iron rod with plastic cap stamped "Reliant Energy HL&P" sc~t for comer, from which a found
brass disk in concrete st~"llped "HPL 113" bears South 49 d€:grees 20 minutes 13 seconds West,
a distance of 1.28 feet;
THENCE, South 87 degrees 00 minutes, 39 seconds West, continuing with said common line, a
distance of3545.76 feet to the POINT OF BEGINNING and containing 462.852 acres of land, of
which 23.744 acres were located within the discharge canal, of which 4.248 acres and 1.700
/ acres were located below the vegetation line at the date of the survey.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:827974.4
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Schedule 18
Page 1 of3
S.R. Bertron Power Plant
Job I3015020H
Ref. Map PS08, A, B, C
Parcel PS08-C05
EXHIBIT "B" on Map
Description of 7.382 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being a portion of the S.R. Bertron Power Plant property out
of the residue of a 400 acre tract conveyed to Houston Ligh.ting and Power Company recorded in
Volume 2643, Page 148 of the Deed Records of Harris County, Texas (H.C.D.R).
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
defined in the Texas Natural Resources Code, Section 21, ct, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer of said 400 acre tract recorded in Volume
2643, Page 148 of the H.C.D.R. and the position of a 3/4 inch iron pipe found having a bearing
of North 38 degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined. from the S.R. Bertron Power Plant
East-West baseline monument syst~m with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value of N 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances .shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
HOU03:827974.4
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S.R. Bertran Power Plant
Job 13015020H
Ref. Map PS08, A, B, C
Parcel PS08-C05
EXHIBIT "B" on Map
Schedule IB
Page 2 of3
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
7.382 acre tract is described by metes and bounds as follows:
BEGINNING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y =
705877.35 found on the northeasterly right-of-way line of Miller Cut-Off Road (60' R.O.W.) in
the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J. Harris
Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from which a
found brass disk in conclete being a plant baseline monument N 0.00, W 205, bears North 56
degrees 45 minutes 29 seconds East a distance of 4,092.66 f~et, and a found brass disk in
concrete being a plant baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
THENCE, North 38 degrees 06 minutes 34 seconds West with the northeasterly line of Miller
Cut-Off Road, a distance of 183.39 feet to a point for the common comer ofPS08-C05 and a
called 42.0877 acre tract described to Humble Pipeline Company recorded in Harris County
Clerk's File No. C347984, from which a found 5/8 inch iron rod bears North 03 degrees 47
minutes 20 seconds West, a distance of 0.36 feet;
THENCE, North 87 degrees 00 minutes 39 'seconds East, with the common line ofPS08-C05
and said 42.0877 acre tract, a distance of 2196.41 feet to a point for comer on the west line of a
1.033 acre tract recorded in Volume 6449, Page 568 (H.C.D.R.) from which a found 5/8 inch
iron rod bears North 03 degrees 13 minutes 16 seconds West, a distance of 0.40 feet;
THENCE, South 02 degrees 59 minutes 21 seconds East, with the common line ofPS08-C05
and said 1.033 acre tract, a distance'of 150.00 feet to a point 1i>r comer on the common line of
the Arthur McCormick Survey and the W.J. Harris Survey and on the north line ofa 6.7203 acre
tract described to Humble Pipeline Company recorded in Harris County Clerk's File No.
C106688 from which a found 5/8 inch iron rod bears North 09 degrees 58 minutes 24 seconds
East, a distance of 0.25 feet;
THENCE, South 87 degrees 00 minutes 39 seconds West, with the said line, and along the north
line of said 6.7203 acre tract, the north line of a 5.25 acre tract conveyed to Coastal Industrial
Water recorded in Harris County Clerk's File No. F597518, the north line ofa 46.4006 acre tract
conveyed to National Distillers and Chemical Corporation Authority recorded in Harris County
Clerk's File No. C632918 and U065076, a distance of 2090.90 feet to the POINT OF
BEGINNING and containing 7.382 acres ofland.
HOU03:827974.4
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Schedule 18
Page 3 of3
S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08, A, B, C
Parcel PS08-C05
EXHIBIT "B" on Map
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:827974.4
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S.R. Bertran Power Plant
Job 13015030H
Ref. Map PS08 A, B, C
Parcel PS08-C06
EXHIBIT "e" on Map
Schedule lC
Page 1 of3
Description of 4.141 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being a portion of the S.R. Bertron Power Plant property out
of the residue of a 400 acre tract conveyed to Houston Lighting and Power Company recorded in
Volume 2643, Page 148 of the Deed Records of Harris County, Texas (H.C.D.R).
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone,
as defined in the Texas Natural Resources Code, Section 21,et, seq. with the coordinates based
on 3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly right-of-way line of Miller Cut-off Road
(60' R.O.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of the
Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer of said 400 acre tract recorded in Volume
2643, Page 148 of the H.C.D.R. and the position of a 3/4 inch iron pIpe found having a bearing
of North 38 degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-oft Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R. Bertron Power Plant
East-West baseline monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value of N 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
4.141 acre tract is described by metes and bounds as follows:
"
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015030H
Ref. Map PS08 A, B, C
Parcel PS08-C06
EXHIBIT "e" on Map
Schedule lC
Page 2 of3
COMMENCING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y =
705877.35 found on the northeasterly right-of-way line of Mi.ller Cut-off Road (60' R.O.W.) in
the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J. Harris. .
Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from which a
found brass disk in concrete pei.ng plant baseline monument N 0.00, W 205, bears North 56
degrees 45 minutes 29 seconds East a distance of 4,092.66 feet, and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
THENCE, North 87 degrees 00 minutes 39 seconds East, along said common survey line and the
north line of a 46.4006 acre tract recorded in Harris CouQty perk's File No. C632918 and
U065076, the north line ofa 5.25 acre tract recorded in Harris County Clerk's File No. F597518,
the north line of a 6.7203 acre tract recorded in Harris County Clerk's File No. C106688, the
south line of a 1.033 acre -tract recorded in Volume 6449, Page 568, (H.C.D.R.), the north line of
a 1.1202 acre tract rec9rded in Harris County Clerk's File No. C632918, a distance of2390.90
feet to a found 5/8 inch iron rod for the POINT OF BEGINNING having coordinates of X =
3250587.97, Y = 706002.02 of the herein described tract and also being the southeast comer ofa
1.033 acre tract recorded in Volume 6449, Page 568, (H.C.D.R.);
THENCE, North 02 deg!"~'es 59 minutes 21 seconds West, with the common line ofPS08-C06
and said 1.033 acre tract, a distance of 150.00 feet to a point for comer on the south line of a
42.0877 acre tract recorded in Harris County Clerk's File No. C347984, from which a found 5/8
inch iron rod bears South 60 degrees 41 minutes 15 seconds East, a distance of 0.16 feet;
THENCE, North 87 degrees 00 minutes 39 seconds East, with the common line of PS08-C05
and said 42.0877 acre tract, at 1044.07 feet passing a % inch iron with plastic cap stamped
"Reliant Energy HL&P" set for a reference point, for a total distance of 1224.07 feet to a point
for comer in San Jacinto Bay;
THENCE, South 12 degrees 59 minutes 54 seconds West, a distance of 156.04 feet to a point for
corner on the cQmmon survey line of the Arthur McCormick and W.J. Harris Survey;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015030H
Ref. Map PS08 A, B, C
" Parcel PS08-C06
EXHIBIT "C" on Map
Schedule 1 C
Page 3 of3
THENCE, South 87 degrees 00 minutes 39 seconds West, at 215.00 feet passing a 3/4 inch iron
rod with plastic cap stamped "Reliant Energy HL&P" set for a reference point, on said survey
line, also being the north line ofa 15.00 acre tract recorded in Harris County Clerk's File NO.
C935818 and continuing along the north line of a 21.9491 acre tract recorded in Clerk's File
No.'s C632918 and U065076, the north line ofa 10.43 acre tract recorded in Harris County
Clerk's File No. F014216, the north line ofa 1.202 acre tract recorded in Harris County Clerk's
File No. C632918, for a total distance of 1181.10 feet to the lPOINT OF BEGINNING and
containing 4.141 acres of land of which 0.646 acres lies below the vegetation line at the date of
the survey.
A Survey drawing with Map Number PS08 A, B, C was pref,ared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PSOS A, B, C
Parcel PSOS-009
.EXHIBIT MGM on Map
Schedule 2A
Page 1 of 3
Description of 11.746 acres of land out of the Arthur McCormick S~rvey, Abstract
Number 46, Harris County, Texas, being out of a 462.852 acre tract referred to as
PS08-C04.
All bearings herein refer to the Texas CoordinatE! System of 1927, South Central
Zone, as defined in the Texas Natural Resources Code, Section 21, et, seq. with the
coordinates based on 3/4 inch iron pipe having coordinates of Northing (Y) =
705877.35 and Easting (X) = 3248200.59 found at an angle point ~n the Northeasterly
right-of-way line of Miller Cut-off Road (60' RO.W.) recorded in Volume 181, Page 514,
H.C.D.R and the common survey line of the Arthur McCormick Survey, Abstract 46 and
the W.J. Harris Survey, Abstract 29 of Harris County, Texas and being the .
southwesterly corner of a 400 acre tract recorded in Volume 2643, Page 148 of the
H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of North 38
degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-offHoad"having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R Bertron Power
Plant East-West baseline monument system with a Lambert bearing of North 80
degrees 00 minutes 00 seconds West and a plant coordinate value of
N 0.00, E 0.00 having coordinates of X = 3251825.00 and Y = 708085.00 as provided
by Reliant Energy HL&P. All distances shown hereon ure surface. To convert to a grid
distance multiply by the applied scale factor of 0.9998861. "All referenced tracts with PS
HOU03:S27974.4
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s.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-009
EXHIBIT "G" on Map
Schedule 2A
Page 2 of 3
numbers are Reliant Energy parcel numbers. Said 11.746 acre tract is described by
metes and bounds as follows: .
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59
and Y = 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-
off Road (60' R.O.W.) in the common survey line of the! Arthur McCormick Survey,
Abstract 46 and the W.J. Harris Survey, Abstract 29, and also being the southwest
corner of said 400 acre tract from which a found brass.disk in concrete being plant
baseline monument N 0.00, W 205, bears North 56 degrees 45 minutes 29 seconds
East a distance of 4,092.66 feet, and a found brass disk in concret~ being plant
baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37 seconds
East, a distance of 2816.18 feet;
THENCE, North 43 degrees 30 minutes 34 seconds East, a distance of 3,598.88 feet to
a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for the POINT
OF BEGINNING having coordinates of X = 3250678.05 and Y = 708487.17 for the
southeast corner of PS08-009 and a common corner with PS08-011;
THENCE, North 80 degrees 02 minutes 51 seconds West, with the common line
between PS08-009 and PS08-011, a distance of 1182.54 feet to 3/4 inch iron rod with
plastic cap stamped "Reliant Energy HL&P" set for a common corner;
THENCE, North 10 degrees 12 minutes 12 seconds East, at 4.24 feet passing a
common corner of PS08-009 and PS08-011 for a total distance of 469.29 feet to a 3/4
inch iron rod with plastic cap stamped "Reliant Energy HL&pn set for a common corner
of PS08-009 and PS08-011;
THENCE, South 79 degrees 47 minutes 48 seconds East, with the common line of
PS08-009 and PS08-011, at 389.16.feet passing a common corner of PS08-011, at
425.85 feet passing the southwest corner of PS08-01~~, at 512.64 feet passing the
northwest corner of PS08-G107, at 527.02 feet passing the southeast corner of said
PS08-012, at 539.88 feet passing the southwest corne!r of PS08-015, for a total distance
of 549.82 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set
for corner on the common line of PS08-009 and PS08-015;
THENCE, South 10 degrees 12 minutes 12 seconds West, at 50.41 feet passing the
northeast corner of PS08-G107, for a total distance of 79.70 feet to a 3/4 inch iron rod
with plastic cap stamped "Reliant Energy HL&P" set for angle point on the common line
of PS08-009 and PS08-015;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PSOB-009
EXHIBIT "G" on Map
Schedule 2A
Page 3 of 3
THENCE, South 79 degrees 59 minutes 38 seconds East, at 85.65 passing the
southeast corner of PS08-015, for a total distance of 202.62 to an "X" cut In concrete set
for corner;
THENCE, North 09 degrees 56 minutes 23 seconds Ealst, a distance of 149.23 feet to
an "X" cut in concrete set for corner;
THENCE, South 79 degrees 44 minutes 38 seconds East, a distance of 140.18 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 09 degrees 57 minutes 20 seconds West, at 44.44 feet passing the
northeast corner of PS08-G105, at 68.49 feet passing the southeast corner of said
PS08-G105, for a total distance of 186.72 feet to a p.k. nail with shiner set for corner;
THENCE, South 79 degrees 53 minutes 22 seconds East, at 26.41 feet passing the
northwest corner of PS08-G100, at 56.66 feet passing the northeast corner of said
PS08-G100, at 86.69 feet passing the northwest corner of PS08-G102, at 116.66 feet
passing the northeast corner of said PS08-G102, at 179.17 feet passing the northwest
corner of PS08-G101, at 203.52 feet passing the northeast corner of said PS08-101, for
a total distance of 288.40 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant
Energy HL&P" set for the northeast corner of PS08-00~' and also being a common
corner of PS08-011;
THENCE, South 09 degrees 58 minutes 31 seconds West, with said common line, a
distance of 347.96 feet to the POINT OF BEGINNING and containing 11.746 acres of
land.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess,
Inc. in conjunction with this metes and bounds descripti'on. .
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-010
EXHIBIT WH" on Map
Schedule 28
Page 1 of 3
Description of 6.080 acres of land out of the Arthur McCormick Suryey, Abstract
Number 46, Harris County, Texas, being out of a 462.852 acre tract referred to as
PS08-C04.
All bearings herein refer to the Texas Coordinate System of 1927, South Central
Zone, as defined in the Texas Natural Resources Code, Section 21, et, seq. with the
coordinates based on 3/4 inch iron pipe having coordinates of Northing (V) =
705877.35 and Easting (X) = 3248200.59 found at an angle point c;m the Northeasterly
right-of-way line of Miller Cut-Off Road (60' RO.W.) recorded in Volume 181, Page 514.
H.C.D.R and the common survey line of the Arthur McCormick Survey, Abstract 46 and
the W.J. Harris Survey, Abstract 29 of Harris County, Texas and being the
southwesterly corner of a 400 acre tract recorded in Volume 2643, Page 148 of the
H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of North 38
degrees 06 minutes 34 seconds West, a distance of 2!544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (V) = 707879.27 and
Easting (X) = 3246630.36. These values were detemlined from the S.R Bertron Power
Plant East-West baseline monument system with a Lambert bearing of North 80
degrees 00 minutes 00 seconds West and a plant coordinate value of N 0.00, E 0.00
having coordinates of X = 3251825.00 and V = 708085.00 as provided by Reliant
Energy HL&P. All distances shown hereon are surface. To convert to a grid distance
multiply by the applied scale factor of 0.9998861. All referenced tracts with PS numbers
,.
HOU03:827974.4
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Schedule 2B
Page 2 of 3
S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-Q10
EXHIBIT "Hft on Map
are Reliant Energy parcel numbers. Said 6.080 acre tract is described by_metes and
bounds as follows:
COMMENCING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and
Y = 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) in the common survey line of the Arthur McCormick Survey, Abstract
46 and the W.J. Harris Survey, Abstract 29, and also being the southwest corner of said
400 acre tract from which a found brass disk in concrete being plant baseline monument
N 0.00, W 205, bears North 56 degrees 45 minutes 29 seconds East a distance of
4,092.66 feet, and a found brass disk in concrete being plant baseline monument N
0.00, W 3450 bears North 04 degrees 37 minutes 37 st9conds East, a distance of
2816.18 feet;
THENCE, North 11 degrees 34 minutes 20 seconds East, a distance of 3005.32 feet to
a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for the southeast
corner of PS08-01 0 and PS08-011 and the POINT OF BEGINNING having coordinates
of X = 3248803.40 an.'~ Y = 708821.24; "_
THENCE, North 79 degre~s 58 minutes 57 seconds West, with the common line of said
PS08-010 AND PS08-011, a distance of 530.58 feet to a 3/4 inch iron rod with plastic
cap stamped "Reliant Energy HL&P" set for corner;
THENCE, North 00 degrees 22 minutes 43 seconds Ea.st, with said common line, a
distance of 124.81 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy
HL&P" set for an angle point;
THENCE, North 02 degrees 49 minutes 28 seconds East, with said common line, a
distance of 140.69 feet to a 3/4 inch iron rod with plasti<: cap stamped "Reliant Energy
HL&P" set for corner;
THENCE, North 56 degrees 22 minutes 43 seconds East, with said common line, a
distance of 176.75 feet to a 3/4 inch iron rod with plastic: cap stamped "Reliant Energy
HL&P" set for the beginning of a non-tangent curve to the right;
THENCE, northeasterly with said non-tangent curve to the right, from which the radius
point bears South 38 degrees 03 minutes 59 seconds East, having a radius of 705.20
feet, a delta angle of 1 0 degrees10 minutes 55 seconds, a chord bearing of North 57
degrees 01 minutes 29 seconds East, a chord distance of 125.16 feet, an arc length of
125.32 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set
for a point of a non-tangent curve to the right;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-Q10
EXHIBIT "H" on Map
Schedule 28
Page 3 of 3
THENCE, northeasterly with said non-tangent curve to the right, from which the radius
point bears South 30 degrees 12 minutes 24 seconds East, having a radius of 380.51
feet, a delta angle of 40 degrees 37 minutes 13 seconds, a chord bearing of North 80
degrees 06 minutes 13 seconds East, a chord distance of 264.16 feet, an arc length of
269.77 feet to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set
for corner;
THENCE, South 79 degrees 59 minutes 51 seconds East, a distance of 101.28 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant-E.nergy HL&P" set for corner;
THENCE, South 10 degrees 01 minutes 03 seconds.West, a distance of 559.96 feet to
the POINT OF BEGINNING and containing 6.080 ac::res of land.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess,
Inc. in conjunction with this metes and bounds description.
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-GI05
EXHIBIT" AA" on Map
Schedule 3A
Page 1 of3
Description of 0.014 acres of land out of the Arthur McCormick Survey, Abstract Number 46,
Harris County, Texas, being out ofa 11.746 acre tract referred to as PS08-009.
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
defined in the Texas Natural Resources Code, Section 21, et, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly righf-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being'the southwesterly comer of a 400 acre tract recorded in Volume 2643,
Page 148 of the H.C.D.R. and the position ofa 3/4 inch iron pipe found having a bearing of
North 38 degrees 06 minutes 34 seconds West, a distance of2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined fi.om the S.R. Bertron Power Plant
East-West baseline monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value ofN 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
0.014 acre tract is described by metes and bounds as follows:
HOU03:827974.4
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S.R. Bertron Power Plant
lob 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-G 1 05
EXHIBIT" AA" on Map
Schedule 3A
Page 2 of 3
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y
= 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut:-OffRoad (60'
R.O.W.) in the common survey line of~he Arthur McCormick Survey, Abstract 46 and the W.J.
Harris Survey, Abstract 29, and also being the southwest corner of said 400 acre tract from
which a found brass disk in concrete being plant baseline monument N 0.00, W 205, bears North
56 degrees 45 minutes 29 seconds East a distance of 4,092.66 feet, and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450 beurs North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
THENCE, North 36 degrees 05 minutes 37 seconds East, a distance of3860.99 feet to a 3/4 inch
iron rod with plastic cap stamped "Reliant Energy HL&P" Sf:t for the POINT OF BEGINNING
having coordinates of X = 3250465.11 and Y = 708996.90 o:n the east line ofPS08-009;
THENCE, North 80 degrees 00 minutes 58 seconds West, a distance of24.91 feet to an 80-d nail
set for comer;
THENCE, North 10 degrees 11 minutes 10 seconds East, a distance of 17.36 feet to a p. k. nail
set for comer;
J:HENCE, North 79 degrees 43 minutes 50 seconds West, a distance of 1.59 feet an 80-d nail set
for comer;
THENCE, North 10 degrees 14 minutes 33 seconds East, a distance of5.03 feet to an 80-d nail
set for comer;
THENCE, South 78 degrees 57 minutes 29 seconds East, a distance of 1.56 feet to an 80-d nail
set for comer;
THENCE, North 09 degrees 51 minutes 46 seconds East, a distance of 1.69 feet to a "V" cut in
concrete set for comer;
THENCE, South 80 degrees 00 minutes 58 seconds East, a distance of24.84 feet to a 3/4 inch
iron rod with plastic cap stamped "Reliant Energy HL&P" Sf:t for comer on said east line of
PS08-009;
THENCE, South 09 degrees 57 min!ltes 20 seconds West, with said east line, a distance of24.05
feet to the POINT OF BEGINNING and containing 0.014 ucres ofland.
HOU03:827974.4
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Schedule 3A
Page 3 of 3
S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-GI05
EXHIBIT "AA" on Map
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:827974.4
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S.R. Bertron Power Plant
Job 1315020H
Ref. Map PS08 A, B, C
Parcel PS08-GI03
EXHIBIT "V" on Map
Schedule 3D
Page 1 of2
Description of 0.008 acres ofland out ofthe Arthur McComlick Survey, Abstract Number 46,
Harris County, Texas, being out ofa 11.746 acre tract refem~d to as PS08-009.
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
r
defined in the Texas Natural ResoUrces Code, Section 21, et, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in Volume 181, Page 514, H.C..D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer ofa 400 acre tract recorded in Volume 2643,
Page 148 ofthe H.C.D.R. and the position ofa 3/4 inch iron pipe found having a bearing of
North 38 degrees 06 minutes 34 seconds West, a distance of2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R. Bertron Power Plant
East-West base.1ine monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value ofN 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
0.008 acre tract is described by metes and bounds as follows:
"
HOU03:827974.4
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S.R. Bertron Power Plant
Job 1315020H
Ref. Map PS08 A, B, C
Parcel PS08-G 1 03
EXHIBIT "Y" on Map
Schedule 3B
Page 2 of2
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y
= 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-Off Road (60'
R.O.W.) in the common survey line of the Arthur McCormic:k Survey, Abstract 46 and the W.J.
Harris Survey, Abstract 29, and also being the southwest corner of said 400 acre tract from
which a found brass disk in c<;mcrete being plant baseline monument N 0.00, W 205, bears North
56 degrees 45 minutes 29 secbnds East a distance of 4,092.66 feet, and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
r
THENCE, North 43 degrees 30 minutes 34 seconds East, a distance of 3,598.88 feet to the
southeast comer ofPS08-009 and a common comer ofPS08-011; "
THENCE, North 09 degJ;'ees 58 minutes 31 seconds East, with the easterly line ofPS08-009, a
4istance of 347.96 feet to a point;
THENCE North 79 degrees 53 minutes 22 seconds West, at 84.88 feet passing the northeast
comer ofPS08-GlOl, at 109.23 feet passing the northwest comer of said PS08-GI01, for a total
distance of 171.74 feet to the northeast comer ofPS08-GI02;
THENCE, South 10 degrees 05 minutes 04 seconds West, a distance of 57.66 feet to a p. k. nail
with shiner set for the POINT OF BEGINNING paving coordinates of X = 3250559.17 and Y
= 708803.22, also being a common comer ofPS08-G102 and PS08-GI03;
THENCE, South 10 degrees 05 minutes 04 seconds West, with the east line of said PS08-103, a
distance of 11.68 feet to an 80-d nail set for a common comer ofPS08-G103 and PS08-GI04;
THENCE, North 80 degrees 25 minutes, 00 seconds West, with the common line of said PS08-
GI03 and PS08-GI04, a distance of,29.97 feet to an "X" cut in concrete set for the southwest
comer of the herein described tract;
THENCE, North lO degrees 05 minutes 04 seconds East, a distance of 11.90 feet to a p. k. nail
with shiner set for comer on the common line of said PS08-GI02 and PS08-GI03;
THENCE, South 79 degrees 59 minutes 33 seconds East, with said common line, a distance of
29.97 feet to the POINT OF BEGINNING and containing 0.008 acres ofland.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-G 1 06
EXHIBIT "BB" on Map
Schedule 3C
Page 1 of2
Description of 0.016 acres ofland out of the Arthur McComlick Survey, Abstract Number 46,
Harris County, Texas, being out ofa 11.746 acre tract referred to as PS08-009.
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
dermed in the Texas Natural Resources Code, Section 21, et, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer o~ a 400 a.cre tract recorded in Volume 2643,
Page 148 of the H.C.D.R. and the position ofa 3/4 inch iron pipe found having a bearing of
North 38 degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R. Bertran Power Plant
East-West baseline monument systetn with a Lambert bearing of North 80 degrees OOmip.utes 00
seconds West and a plant coordinate value ofN 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Energy HL&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
0.016 acre tract is described by metes and bounds as follows.:
HOU03:827974.4
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S.R. Bertran Power Plant
Job 13015020H
Ref. Map PS08 A. B, C
Parcel PS08-G 1 06
EXHIBIT "BB" on Map
Schedule 3C
Page 2 of2
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y
= 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-Off Road (60'
R.O.W.) in the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J.
Harris Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from
which a found brass disk in concrete being plant baseline monument N 0.00, W 205, bears North
56 degrees 45 minutes 29 seconds East a distance of 4,092.66 feet, and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450 bears North 04.degrees 37 minutes 37
seconds East, a distance of2816.18 feet;
THENCE, North 30 degrees 49 minutes 20 seconds East, a distance of 3709.48 to a point on the
north line ofPS08-009 for the northwest comer ofPS08-G 107;
THENCE, South 22 degrees 49 minutes 01 seconds West, a distance of55.97 feet to a 3/4 inch
iron rod with plastic cap stamped "Reliant Energy HL&P" set for the POINT OF BEGINNING
having coordinates of X = 3250079.32 and Y = 709010.96;
THENCE, South 80 degrees 05 minutes 53 seconds East, a distance of28.00 feet to a 3/4 inch
iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 18 degrees 57 minutes 37 seconds West, a distance 0 25.32 feet to a p. k. nail
set for comer;
THENCE, North 80 degrees 05 minutes 53 seconds West, a distance of28.00 feet to a p. k. nail
set for comer;
THENCE, North 18 degrees 57 minutes 37 seconds East, a distance of25.32 feet to the POINT
OF BEGINNING and containing 0.016 acres ofland.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description. -
HOU03:827974.4
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S.R. Bertran Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-012
EXHIBIT M Jft on Map
Schedule 3D
Page 1 of 2
Description of 0.540 acres of land out of the Arthur McCormick Suryey, Abstract
Number 46, Harris County, Texas, being out of a 462J352 acre tract referred to as
PS08-C04.
All bearings herein refer to the Texas Coordinate System of 1927, South Central
Zone, as defined in the Texas Natural Resources Code, Section 21, et, seq. with the
coordinates based on 3/4 inch iron pipe having coordinates of Northing (Y) =
705877.35 and Easting (X) = 3248200.59 found at an angle point ~n the northeasterly
right-of-way line of Miller Cut-Off Road (60' RO.W.) recorded in Volume 181, Page 514,
H.C.D.R and the com!":1on survey line of the Arthur McCormick Survey, Abstract 46 and
the W."J. Harris Survey, Abstract 29 of Harris County, Texas and being the
southwesterly corner of a 400 acre tract recorded in Volume 2643, Page 148 of the
H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of North 38
degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off. Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R Bertron Power
Plant East-West baseline monument system with a Lambert bearing of North 80
degrees 00 minutes 00 seconds West and a plant coordinate value of N 0.00, E 0.00
having coordinates of X = 3251825.00 and Y = 708085.00 as provided by Reliant
Energy HL&P. All distances shown hereon are surface. To convert to a grid distance
multiply by the applied scale factor of 0.9998861. All referenced tracts with PS numbers
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-012
EXHIBIT "J" on Map
Schedule 3D
Page 2 of2
are Reliant Energy parcel numbers. Said 0.540 acre tract is described by metes and
bounds as follows:
COMMENCING at said found 3/4 inch iron pipe having coordinates of X = 3248200.59
and Y = 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-
Off Road (60' R.O.W.) in the common survey line of the Arthur McCormick Survey,
Abstract 46 and the W.J. Harris Survey, Abstract 29, and also being the southwest
corner of said 400 acre tract from which a fOl:Jnd brass disk in concrete being plant
baseline monument N 0.00, W 205, bears North 56 degrees 45 minutes 29 seconds
East a distance of 4,092.66 feet, and a found brass disk in concrete being plant
baseline monument N 0.00, W 3450 bears North 04 de~lrees 37 minutes 37 seconds
East, a distance of 2816.18 feet;
THENCE, North 29 degrees 33 minutes 27 seconds East, a distance of 3679.82 feet to
a 3/4 inch iron rod with plastic cap stamped "Reliant Em~rgy HL&P" set on the north line
of PS08-009 for the POINT OF BEGINNING h~ving coordinates of X = 3250015.62 and
Y = 709077.92;
THENCE, North 01 degrees 28 minutes 58 seconds East, a distance of 234.87 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 80 degrees 23 minutes 05 seconds East, a distance of 101.02 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 01 degrees 28 minutes 58 seconds W<<~st, a distance of 235.92 feet to
a 3/4 inch iron rod with r;>lastic cap stamped "Reliant Em~rgy HL&P" set for corner on the
north line of said PS08-009; ,
THENCE, North 79 degrees 47 minutes 48 seconds WE!st, a distance of 101.17 feet to
the POINT OF BEGINNING and containing 0.540 acres of land.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess,
Inc. in conjunction with this metes and bounds description.
HOU03:827974.4
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s.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-015
EXHIBIT oM" on Map
Schedule 3E
Page 1 of 3 .
Description of 0.744 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being out of a 462.8S2 acre tract referred to as
PS08-C04.
All bearings herein refer to the Texas Coordinate System of 1927, South Central
Zone, as defined in the Texas Natural Resources Code, Section 21, et, seq. with the
coordinates based on 3/4 inch iron pipe having coordinates of Northing (Y) =
705877.35 and Easting (X) = 3248200.59 found at an ~mgle point on the Northeasterly
right-of-way line of Miller Cut-Off Road (60' RO.W.) recorded in Volume 181, Page 514,
H.C.D.R and the com"1on survey line of the Arthur McCormick Survey, Abstract 46 and
the W.J. Harris Survey, Abstract 29 of Harris County, Texas and being the
southwesterly corner of a 400 acre tract recorded in Volume 2643, Page 148 of the
H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of North 38
degrees 06 minutes 34 seconds West. a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R Bertron Power
Plant East-West baseline monument system with a lambert bearing of North 80
degrees 00 minutes 00 seconds West and a plant coordinate value of N 0.00, E 0.00
having coordinates of X = 3251825.00 and Y = 708085.00 as provided by Reliant
Energy Hl&P. All distances shown hereon are surface. To convert to a grid distance
multiply by the applied scale factor of 0.9998861. All referenced tracts with PS numbers
/
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A. B, C
Parcel PS08-015
EXHIBIT MM" on Map
Schedule 3E
Page 2 of 3
are Reliant Energy parcel numbers. Said 0.744 acre tract is described by-metes and
bounds as follows:
COMMENCING at said 3/4 inch iron pipe having coordinates of X = "3248200.59 and
Y = 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) in the common survey line of the Arthur McCormick Survey, Abstract
46 and the W.J. Harris Survey, Abstract 29, and also being the southwest corner of said
400 acre tract from which a found brass disk in concrete being plant baseline monument-
N 0.00, W 205, bears North 56 degrees 45 minutes 29.seconds East a distance of
4,092.66 feet, and a found brass disk in concrete being plant baseline monument N
0.00, W 3450 bears North 04 degrees 37 minutes 37 sE!conds East, a distance of
2816.18 feet; -
THENCE, North 31 degrees 12 minutes 55 seconds East, a distance of 3719.17 feet to
a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for the POINT
.OF BEGINNING having coordinates of X = 3250127.84 and Y = 709057.72 for the
southwest corner of PS08-015 and on the common northerly line of PS08-009;
THENCE, North 24 degrees 50 minutes 14 seconds East, a distance of 242.57 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 78 degrees 03 minutes 45 seconds East, a distance of 100.57 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 22 degrees 13 minutes 15 seconds Wlest, a distance of 318.03 feet to
a 3/4 inch rod with plastic cap stamped "Reliant Energy HL&P" set for corner on the
northeriy line of PS08-009;
THENCE, North 79 degrees 59 minutes 38 seconds West, along the common line of
PS08-009 and PS08-015, a distance of 85.65 feet to a 3/4 inch iron rod with plastic cap
stamped "Reliant Energy HL&P" set for corner;
THENCE, North 10 degrees 12 minutes 12 seconds East, with said common line, at
29.29 feet passing the northeast corner of PS08-G107, for a total distance of 79.70 feet
to a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-015
EXHIBIT aM" on Map
Schedule 3E
Page 3 of 3
THENCE, North 79 degrees 47 minutes 48 seconds WE~st, continuing with said common
line, a distance of 9.94 feet to the POINT OF BEGINNING and containing 0.744 acres
of land.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess,
Inc. in conjunction with this metes and bounds descript!on.
HOU03:827974.4
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s.R. Bertron Power Plant
Job 13015020H
Ref. Map psoa A. B, C
Parcel PSOa-Q14
EXHIBIT ML" on Map
Schedule 4A
Page 1 of2
Description of 0.018 acres of land out of the Arthur McCormick S~rvey, Abstract
Number 46, Harris County, Texas, being out of a 462.852 acre tract referred to as
PS08-C04.
All bearings herein refer to the Texas Coordinate System of 1927, South Central
Zone, as defined in the Texas Natural Resources Code, Section 21, et, seq. with the
coordinates based on 3/4 inch iron pipe having coordinates of Northing (Y) =
705877.35 and Easting (X) = 3248200.59 found at arl angle point on the Northeasterly
right-of-way line of Miller Cut-Off Road (60' RO.W.) mcorded in Volume 181, Page 514,
H.C.D.R and the common survey line of the Arthur McCormick Survey, Abstract 46 and
the W.J. Harris Survey, Abstract 29 of Harris County, Texas and being the
southwesterly corner of a 400 acre tract recorded in Volume 2643, Page 148 of the
H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of North 38
degrees 06 minutes' 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were deternlin~d from .the S.R. Bertron Power
Plant East-West baseline monument system with a Lambert bearing of North 80
degrees 00 minutes 00 seconds West and a plant coordinate value of N 0.00, E 0.00
having coordin~tes of X = 3251825.00 and Y = 70808!i.00 as provided by Reliant
Energy HL&P. All distances shown hereon are surface. To convert to a grid distance
multiply by the applied scale factor of 0.9998861. All referenced tracts with PS numbers
are Reliant Energy parcel numbers. Said 0.018 acre tract is described by metes and
bounds as follows:
HOU03:827974.4
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PSOS A, B, C
Parcel PSOS-Q14
EXHIBIT "Lft on Map
Schedule 4A
Page 2 of 2
COMMENCING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and
Y = 705877.35 at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) in the common survey line of the Arthur McCormick Survey, Abstract
46 and the W.J. Harris Survey, Abstract 29, and also being the southwest corner of said
400 acre tract from which a found brass disk in concrete being plant baseline monument
N 0.00, W 205, bears North 56 degrees 45 minutes 29 seconds East a distance of
4,092.66 feet, and a found brass disk in concrete being plant baseline monument N
0.00, W 3450 bears North 04 degrees 37 minutes 37 seconds East, a distance of
2816.18 feet;
THENCE, North 32,degrees 00 minutes 34 seconds East, a distance of 3,709.88 feet to
a 3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for the POINT
OF BEGINNING having coordinates of X = 3250166.8:3 and" Y = 709022.83;
THENCE, North 09 degrees 53 minutes 18 seconds East, a distance of 28.08 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 80 degrees 01 minutes 50 seconds East, a distance of 28.12 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, South 09 degrees 51 minutes 14 seconds West, a distance of 28.15 feet to a
3/4 inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for corner;
THENCE, North 79 degrees 53 minutes 06 seconds "'fest, a distance of 28.13 feet to
the POINT OF BEGINNING and containing 0.018 acrE~S of land.
A Survey drawing with Map Number PS08 A, B, C wa!; prepared by Carter & Burgess,
Inc. in conjunction with this metes and bounds description.
HOU03:S27974.4
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S. R. BERTRON PLANT - BARNES ISLAND
HARRIS COUNTY, TEXAS
..
DEED
THIS DEED CONVEYS PROPERTY FROM
RELIANT ENERGY, INCORPORATED AS "GRANTOR"
TO TEXAS GENCO, LP AS "GRANTEE"
THROUGH INTERMEDIATE CONVEYANCES
THE STATE OF TEXAS
~
~
~
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS
PART I:
PART II:
PART ill:
GRANTOR TO TGH
TGH TO LLC
LLC TO GRANTEE
/
PART I
RELIANT ENERGY. INCORPORATED TO TEXAS GENCO HOLDINGS. INC.
THAT RELIANT ENERGY, INCORPORATED, ("Grantor"), for and in
consideration of the sum of TEN AND NOll 00 DOLLARS ($10.00) in hand paid to Grantor by
TEXAS GENCO HOLDINGS, INC., a Texas corporation ("TGH"), whose IIiailing address is
P. O. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby aclmowledged, has GRANTED, SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto TGH (a) that
certain tract of real property located in Harris County, Texas, as more particularly described in
SCHEDULE lA, (b) that certain tract of real property located in Harris County, Texas, as more
particularly described in SCHEDULE IB, (the tracts described in SCHEDULE 1A and
SCHEDULE 1B together being the "Land"), together with (c) any and all appurtenances
belonging or appertaining thereto; (d) any and all improvements, structures including facilities,
systems, fixtures and equipment of any kind now or hereafter located on the ,-Land, whether
above" or below the surface, whether real or personal property and whether permanent or
temporary, without limitation, the "Improvements"; (d) any and all appurteriant easements or
rights-of-way affecting said Land and Improvements and any and all of Grantor's rights to use
same;
said Land together" With the Improvements, properties, rights and interests described in (a)
through (e) above are herein collectively referred to as the "Prt:>>perty".
HOU03:832S27.S
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This conveyance is expressly made subject to (i) those certain encumbrances to title that
are of record in the real property records of said county, except for any and all liens and security
interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands
comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
any government; or to filled-hi lands or artificial islands; or to statutory water rights, including
riparian rights; or to the area extending from the line of mean low tide to the line of vegetation,
or the rights of access to that area or easement along and across the area. "Indebtedness" of
Grantor means, (a) all obligations of Grantor for borrowed money, (b) all obligations of Grantor
evidenced by bonds, debentures, notes or similar instruments, ( c) all obligations of Grantor upon
which interest charges are customarily paid, (d) all obligations of Grantor under conditional sale
or other title retention agreements relating to property or assets purchased by Grantor, ( e) all .
obligations of Grantor issued or assumed as the deferred purchase price of property or services,
(f) all obligations as listed in (a) through (e) immediately fLbove of others secured by (or for
which the holder of such obligations has an existing right, contingent or otherwise, to be secured
by) any mortgage, lien, pledge, or other encumbrance on property owned or acquired by Grantor,
whether or not the obligations secured thereby have been assumed, (g) all guarantees by Grantor
of Indebtedness of others, (h) all capital lease obligations of Grantor, and (i) all securities or
other similar instruments convertible or exchangeable into any of the foregoing, but excluding
daily cash overdrafts associated with routine cash operations.
TO HA VB AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto TGH, its successors and assigns forever,
subject to the specific matters stated in the immediately preceding paragraph; and Grantor does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
and singular the Property unto TGH, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of
title or any title insurance company.
THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE
IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO
THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b)
AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE OF, OR ANY OTHER l\1ATTER CONCERNING, THE
PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY
TITLE TO THE PROPERTY.
HOU03:832527.S
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PART II
TEXAS GENCO HOLDINGS. INC. TO TEXAS GENCO GP. LLC AND
lEXAS GENCO LP. LLC
THAT TGH, for and in consideration of the sum of lEN AND NOIIOO DOLLARS
($10.00) in hand paid to TGH by TEXAS GENCO GP, LLC ("Texas Genco GP"), a Texas
limited liability company, whose mailing address is P. O. Box 61867, Houston, Texas 77208,
and TEXAS GENCO LP, LLC ("Texas Genco LP"), a Df:laware limited liability company,
whose mailing address is 200 West Ninth Street Plaza, Suite 409, Wilmington, Delaware 19801,
(collectively sometimes called "LLC''), and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowledged, has GRANlED, SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto Texas Genco GP,
an undivided one percent (1%), and to Texas Genco LP, an undivided ninety-nine percent (99%)
interest, in and to the Property.
This conveyance is expressly made subject to (i) those certain encumbrances to title that
are of record in the real property records of said county, except for any and allliens and security
interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands
comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
any government; or to filled-in lands or artificial islands; or to statutory water "rights, including
riparian rights; or to the area extending from the line of mean low tide to the line of vegetation,
or the rights of access to that area or easement along and across the area.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto LLC, its successors and assigns forever,
subject to the specific matters stated in the immediately preceding paragraph; and Grantor does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
and singular the Property unto LLC, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any pm1 thereof, provided, however, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of
title or any title irisurance company.
THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE
IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a) AS TO
THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b)
AS TO ANY WARRANTY OF MERCHANTABILITY OR 'W ARRANTY OF FI1NESS FOR
A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER CONCERNING, THE
PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY
TITLE TO THE PROPERTY.
Capitalized terms not defined in this Part II sh~ll have the respective meanings set forth
in Part I.
HOU03:832527.S
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PART III
TEXAS GENCO GP. LLC AND TEXAS GENCO LP. LLC
TO TEXAS GENCO. LP
THAT LLC, for and in consideration of the sum of TEN AND NO/IOO DOLLARS
($10.00) in hand paid to LLC by TEXAS GENCO, lLP, a Texas limited partnership
("Grantee"), whose mailing address is P. O. Box 61867, Houston, Texas 77208, and other good
and valuable consideration, the receipt and sufficiency of which consideration are hereby
acknowledged; has GRANTED, SOLD and CONVEYED and by these presents does GRANT,
SELL and CONVEY unto Grantee, Texas Genco GP's undivided one percent (1 %) in.terest, and
Texas Genco LP's undivided ninety-nine percent (99%) interest, in and to the Property.
This conveyance is expressly made subject to (i) thOS(~ certain encumbrances to title that
are of record in the real property records of said county, except for any and all liens and security
interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands
comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
any gove~ent; or to filled-in lands or artificial islands; or to statutory water rights, including
riparian rights; or to the area extending from the line of mean. low tide to the line of vegetation,
or the rights of access to that area or easement along and across the area.
TO HAVE AND TO HOLD the Property, together with all and singular the. rights and
appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever,
subject to the specific matters stated in the immediately pr(:ceding paragraph; and LLC does
hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
and singular the Property unto Grantee, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, provided, ~owever, that
the matters herein stated to which this conveyance is made subject to shall not in any way limit
or restrict any claims, remedies or amounts recovered against ~y p~or warrantor in the chain of
title or any title insurance company. "".
THE PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS, WHERE
IS," WITHOUT ANY REPRESENTATION.OR WARRANTY OF ANY NATURE (a) AS TO
THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PROPERTY, (b)
AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE OF, OR ANY OTHER lI.1ATTER CONCERNING, THE
PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF THIS DEED TO CONVEY
TITLE TO THE PROPERTY.
Capitalized terms not defined in this Part III shall hav(: the respective meanings set forth
in Part I or Part II.
SCHEDULE lA and SCHEDULE IB are attached herc~to and are incorporated herein for
all purposes.
HOU03:832527.S
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This Deed may be executed in multiple counterparts, and all such executed counterparts
shall constitute the same agreement. It shall be necessary to account for only one such
counterpart in proving the existence, validity or content of this Deed.
Grantee hereby assumes liability for the payment of all ad valorem taxes and assessments
for the Property for the year 2002 and all subsequent years.
[End of Page]
HOU03 :832527.5
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EXECUTED to be effective the 31st day of August, 2002, at ll!SD ~.m. (Ce~tral Time).
"GRANTOR":
RELIANT ENERGY, INCORPORATED
By: ~-
Name: ufus S. Scott
Title: Vice President
"TGH":
TEXAS GENCO HOLDINGS, ~C.
By:
Name:
Title:
~
Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By:
Name:
Title:
~~~
R s S. Scott
Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
By:
Name:
Title:
Patricia F. Genzel
President
HOU03:832527.5
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EXECUTED to be effective the 31 st day of August, 2002, at /L3)-f2.m. (Central Time).
"GRANTOR":
RELIANT ENERGY, INCORPORATED
By:
Name:
Title:
Rufus S. Scott
Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
By:
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By:
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
By. -~~~
Name: Patrici F. el
Title: President
HOU03:832527.5
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UDon recordation. Dlease return to:
Stacey Tilley
Baker Botts L.L.P.
910 Louisiana
Houston, TX 77002-4995
HOU03:832527.5
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"GRANTEE":
TEXAS GENCO, LP
By:
By:
Name:
Title:
TEXAS GENCO GP, LLC,
General Partner
~~
R S.Scott
Vice President
.
THE STATE OF TEXAS
COUNTY OF HARRIS
e
~
~
~
This instrument was acknowledged before me on j~V\J... 4- ~ -' 2002, by Rufus S.
Scott, Vice President of Reliant Energy, Incorporated, a '~tion,on behalf of said
corporation.
~"""..;""",,,,,,,,"""'''''''''''''''''''''''''''''.A'''-''-''-''''''''-''..;''/ ..........................'1}
~ ~~p,.., p JULIE THOBAE ~
S ~~ ~ NOTARY PUBUC, STATE OF TEXAS S
~ ;, JJ!( ~ MY COMMISSION EXPIRES ~
S ~"~OF,t.-ti DEC. 11, 2004 ~
~.........................,.;"'......r-'-'././''''''~'''''''''''''''''''''''''''''''''''''''''''''''''~
THE STATE OF TEXAS ~
. ~
COUNTY OF HARRIS ~
This instrument was acknowledged before me on '~_L '^ ,.\- ~ 2002, by Rufus S.
Scott, Vice President of Texas Genco Holdings, Inc., a l~~ation, on behalf of said
corporation.
~../'~v.....................................................................................................r.r""'1
~ ~i.;' Pl1~ JULIE THOBAE ~
~ jg~1> NOTARY PUBUC. STATE OF TEXAS S
S.. ,~. .. MYCOMMISSIONEXPIRES ~
~ ~"~OF't.+'t' DEC. 11, 2004 ~
S_ ....~......................-".........................~
o,.o-......~~.....
THE STATE OF TEXAS
COUNTY OF HARRIS
C\~ ~~~
~, State of Texas
~~ - \ l-wbn..
No PublIc", State of~exas
~
~
~
This instrument was acknowledged before me on ~u..&-~ 2002, by Rufus S. Scott,
Vice President of Texas Genco GP, LLC, a Texas limi~ ~ompany, on behalf of said
limited liability company.
HOU03:832527.5
~.-~ ~~
~, State of Texas
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THESTATEOFDELAWARE ~
COUNTY OFffit.~ CikilE ~
This instrument was acknowledged befure me on D.u~cl m. 2002, by PatriciaF.
Genzel, President of Texas Genco LP, LLC, a Delaware limit iability company, on behalf of
said limited liability company.
THE STATE OF TEXAS
1Jwn;~}t). ~.tlli~.Yi1WAMS
Notary Publl(:, State of Delaware NOTARY PUBLIC
STATE OF pElAWARE
MyCommlsSiOri.~ ~
COUNTY OF HARRIS
~
~
~
This instrument was acknowledged before me on --' 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, as General
Partner of Texas Genco, LP, a Texas limited partnership, on behalf of said limited liability
company and limited partnership.
Notary Public., State of Texas
HOU03:832527.5
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THE STATE OF DELAWARE
COUNTY OF
~
~
~
This instrument was acknowledged before me on ~ 2002, by Patricia F.
Genzel, President of Texas Genco LP, LLC, a Delaware limited liability company, on behalf of
said limited liability company.
Notary Public, State of Delaware
THE STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
This instrument was acknowledged before me on . ~ 1- ') ~ 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas lim. e liability company, as General
Partner of Texas Genco, LP, a Texas limited partnership, on behalf of said limited liability
company and limited partnership.
Q2LJ)
HOU03:832527.5
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LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED
Schedules 1 - Land two parcels consisting of 101.253 acres:
Schedule lA PS08-C07 - 92.344 acres of which 63.092 acres lie below the vegetation
line; and
Schedule IB PS08-C08 - 8.909 acres of which 8.909 acres lie below the vegetation
line.
HOU03:832527.5
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S.R Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C07
EXHffiIT "D" on Map
Schedule lA
Page 1 of5
Description of 92.344 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being out of the residue of a 125.308 acre tract (known as
Barnes Island) conveyed to Houston Lighting and Power Company recorded in Volume 2624,
Page 530 of the Deed Records of Harris County, Texas (H.C.D.R.);
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
defined in the Texas Natural Resources Code, Section 21, et, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) = 705877.35 and Easting (X) =
3248200.59 found at an angle point on the northeasterly right-of-way line of Miller Cut-Off
Road (60' R.O.W.) recorded in. Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer of a 400 acre tract recorded in Volume 2643,
Page 148 of the H.C.D.R. and the position of a 3/4 inch iron pipe found having a bearing of
North 38 degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-Off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R. Bertron Power Plant
East-West baseline monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value of N 0.00, E 0.00 having coordinates of X =
3251825.00 and Y = 708085.00 as provided by Reliant Enc~rgy H.L.&P. All distances shown
hereon are surface. To convert to a grid distance multiply by the applied scale factor of
0.9998861. All referenced tracts with PS numbers are Reliant Energy parcel numbers. Said
92.344 acre tract is described by metes and bounds as follows:
HOU03:832S27.S
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S.R. Bertran Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C07
EXHIBIT "D" on Map
Schedule lA
Page 2 of 5
COMMENCING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y =
705877.35 found on the northeasterly right-of-way line of Miller Cut-Off Road (60' R.O.W.) in
the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J. Harris
Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from which a
found brass disk in concrete being plant baseline monument N 0.00, W 205, bears North 56
degrees 45 minutes 29 seconds East a distance of 4,092.66 feet, and a found brass disk ill
concrete being plant baseline monument N 0.00, W 3450 bears North 04 degrees 37 minutes 37
seconds East, a distance of2816.18 feet;
THENCE, North 56 degrees 08 minutes 36 seconds East, a distance of 5991.46 feet to a point for
the POINT OF BEGINNING having coordinates of X = 32:53175.53 and Y = 709214.93 on the
.west line of a 0.0035 acre tract described to Humble Pipeline Company recorded in Harris"
County Clerk's File No. C 347984 and on the north line of a 8.663 acre tract recorded under
Cause No. 71493, County Court of Law, Harris County, Texas;
THENCE, North 66 degrees 51 minutes 22 seconds West, with the common line between PS08-
C07 and ~S08..C09, a distance of 168.95 feet to a point for comer;
THENCE, North 45 degrees 10 minutes 22 seconds West, a distance of 147.80 feet to a point for
comer;
THENCE, North 63 degrees 27 minutes 22 seconds West, a distance of 153.70 feet to a point for
comer;
THENCE, North 53 degrees 27 minutes 22 seconds West, a distance of 112.50 feet to a point for
comer;
THENCE, North 32 degrees 34 minutes 22 seconds West, a distance of314.60 feet to a point for
comer;
THENCE, North 39 degrees 31 minutes 22 seconds West, a distance of 132.00 feet to a point for
comer;
THENCE, North 73 degrees 20 minutes 22 seconds West, a distance of 115.00 feet to a point for
comer;
THENCE, South 69 degrees 02 minutes 38 seconds West, a distance of 53.80 feet to a point for
comer;
THENCE, South 46 degrees 24 minutes 22 seconds East, a distance of 86.00 feet to a point for
comer;
HOU03 :832527.5
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.
S.R. Bertran Power Plant
Job 1301S020H
Ref. Map PS08 A, B, C
Parcel PS08-C07
EXHIBIT "0" on Map
Schedule lA
Page 3 of5
THENCE, South 26 degrees 36 minutes 22 seconds East, a distance of 181.80 feet to a point for
comer;
THENCE, South 62 degrees 53 minutes 38 seconds West, a. distance of 36.00 feet to a point for
comer;
THENCE, North 39 degrees 13 minutes 22 seconds West, a distance of 140.60 feet to a point for
comer;
THENCE, North 36 degrees 04 minutes 22 seconds West, a distance of 153.70 feet to a point for
comer;
THENCE, North 01 degrees 18 minutes 22 seconds West, a distance of 54.80 feet to a point for
corner;
THENCE, North 50 degrees 17 minutes 22 seconds West, a distance of 45.10 feet to a point for
comer;
THENCE, North 04 degrees 31 minutes 22 seconds West, a distance of 166.80 feet to a point for
comer;
THENCE, North.68 degrees 42 minutes 38 seconds East, a distance of 80.40 feet to a point for
comer;
THENCE, North 17 degrees 28 minutes 38 seconds East, a distance of 86.10 feet to a point for
comer;
THENCE, North 59 degrees 49 minutes 38 seconds East, a distance of 75.70 feet to a point for
comer;
THENCE, North 16 degJ:ees 34 minutes 38 seconds East, a distance of 62.40 feet to a point for
comer;
THENCE, North 43 degrees 06 minutes 22 seconds West, a distance of 109.90 feet to a point for
comer;
THENCE, North 25 degrees 37 minutes 22 seconds West, a distance of 158.50 feet to a point for
comer;
THENCE, North 18 degrees 29 minutes 22 seconds West, a distance of 174.90 feet to a point for
comer;
THENCE, North 49 degrees 03 minutes 22 seconds West, a distance of 161.30 feet to a point for
corner;
HOU03:832527.S
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Schedule lA
Page 4 of5
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S.R. Bertron Power Plant
Job 1301S020H
Ref. Map PS08 A, B, C
Parcel PS08-C07
EXHIBIT "Oil on Map
TIIENCE, North 26 degrees 03 minutes 22 seconds West, a distance of 161.40 feet to a point for
comer;
THENCE, continuing with the boundary line ofPS08-C07 thf:: following courses and distances;
North 22 degrees 06 minutes 38 seconds East, I 27.00 feet
North 01 degrees 01 minutes 22 seconds.West, 120.20 feet
North 02 degrees 09 minutes 22 seconds West, 100.20 feet
North 04 degrees 40 minutes 22 seconds West, 103.70 feet
North 71 degrees 03 minutes 22 seconds West, 224.90 feet
North 34 degrees 41 minutes 22 seconds West, 103.70 feet
North 10 degrees 51 minutes 22 seconds West, :214.40 feet
North 39 degrees 48 minutes 38 seconds East, 8.5.40 feet
North 24 degrees 24 minutes 38 seconds East, 104.50 feet
South 79 degrees 47 minutes 22 seconds East, 144.60 feet
North 52 degrees 08 minutes 38 seconds East, 70.90 feet
North 41 degrees 06 minutes 38 seconds East, 32.10 feet
North 28 degrees 37 minutes 38 seconds East, 40.30 feet
North 05 degrees 52 minutes 22 seconds West, 24.10 feet
North 80 degrees 45 minutes 38 seconds East, 32.47 feet
South 50 degrees 27 minutes 22 seconds East, 114.78 feet
North 88 degrees 53 minutes 38 seconds East, 241.80 feet
South 64 degrees 55 minutes 22 seconds East, 185.40 feet
South 50 degrees. 55 minutes 22 seconds East, 267.30 feet
South 65 degrees 14 minutes 22 seconds East, 20.00 feet
South 37 degrees 35 minutes 22 seconds East, 71.60 feet
South 64 degrees 49 minutes 22 seconds East, 70.10 feet
South 86 degrees 17 minutes 22 seconds East, 125.80 feet
North 49 degrees 25 minutes 38 seconds East, 53.90 feet
South 78 degrees 47 minutes 22 seconds East, 99.00 feet
South 44 degrees 24 minutes 22 seconds East, 38.90 feet
South 09 degrees 47 minutes 22 seconds East, 144.80 feet
South 05 degrees 32 minutes 22 seconds East, 91.70 feet
South 64 degrees 47 minutes 22 seconds East, 141.40 feet
South 89 degrees 10 minutes 22 seconds East, 68.60 feet
South 68 degrees 11 minutes 22 seconds East, 100.10 feet
South 69 degrees 38 minutes 22 seconds East, 205.00 feet
South 56 degrees 52 minutes 22 seconds East, 97.70 feet
South 74 degrees 07 minutes 22 seconds East, 47.10 feet
North 61 degrees 13 minutes 38 seconds East, 61.60 feet
South 68 degrees 11 minutes 22 seconds East, 50.00 feet
South 46 degrees 23 minutes 22 seconds East, 379.80 feet
HOU03:832527.5
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S.R. Bertron Power Plant
lob 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C07
EXHIBIT "0" on Map
Schedule lA
Page 5 of5
South 61 degrees 06 minutes 22 seconds East, 116.60 feet
South 65 degrees 20 minutes 22 seconds East, 100.40 feet
South 76 degrees 45 minutes 22 seconds East, 78.39 feet
to a point on the westerly line of a 24.042 acre tract described to Humble Pipeline Company
recorded in Harris County Clerk's File No. C 347984;
THENCE, South 26 degrees 54 minutes 09 seconds West, with the common line of PS08-C07
and said 24.042 acre tract, a distance of749.19 feet to a point for comer;
THENCE, South 60 degrees 26 minutes 09 seconds West, with said common line a distance of
845.47 feet to a point for comer;
THENCE, South 21 degrees 09 minutes 09 seconds West, with said common line a distance of
484.02 feet to a point for comer on the northeasterly line of said 8.663 acre tract and the
southwesterly line of said 24.042 acre tract;
THENCE, North 79 degrees 26 minutes 22 seconds West, with the northwesterly line of said
8.663 acre tract, a distance of 5.52 feet to a point for comer;
THENCE, North 81 degrees 40 minutes 22 seconds West, a distance of 110.00 feet to a point for
comer;
THENCE, South 57 degrees 24 minutes 22 seconds East, a di.stance of 97.90 feet to a point for
comer;
THENCE, South 53 degrees 53 minutes 22 seconds East, a distance of 17.18 feet to a point for
comer, being the north comer of said 0.0035 acre tract recorded in Harris County Clerk's File
No.C347984; .
THENCE, South 21 degrees 09 minutes 09 seconds West, a distance of 8.54 feet to the POINT
OF BEGINNING and containing 92.344 acres of land of which 63.092 acres lies below the
vegetation line at the date of the survey.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:832S27.S
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S.R. Bertran Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C08
EXHIBIT "E" on Map
Schedule IB
Page 1 of3
Description of 8.909 acres of land out of the Arthur McCormick Survey, Abstract
Number 46, Harris County, Texas, being out of the residue of a 125.308 acre tract (known as
Barnes Island) conveyed to Houston Lighting and Power Company recorded in Volume 2624,
Page 530 of the Deed Records of Harris County, Texas (H.C.D.R); .
All bearings herein refer to the Texas Coordinate System of 1927, South Central Zone, as
defined in the Texas Natural Resources Code, Section 21, et, seq. with the coordinates based on
3/4 inch iron pipe having coordinates of Northing (Y) := 705877.35 and Easting (X) =
3248200.59 found at an angle point on the Northeasterly right-of-way line of Miller Cut-off
Road (60' RO.W.) recorded in Volume 181, Page 514, H.C.D.R. and the common survey line of
the Arthur McCormick Survey, Abstract 46 and the W.J. Harris Survey, Abstract 29 of Harris
County, Texas and being the southwesterly comer of a 400 acre tract recorded in Volume 2643,
Page 148 of the H.C.D.R and the position of a 3/4 inch iron pipe found having a bearing of
North 38 degrees 06 minutes 34 seconds West, a distance of 2544.56 feet on the northeasterly
right-of-way line of Miller Cut-off Road having a value of Northing (Y) = 707879.27 and
Easting (X) = 3246630.36. These values were determined from the S.R Bertron Power Plant
East-West baseline monument system with a Lambert bearing of North 80 degrees 00 minutes 00
seconds West and a plant coordinate value N 0.00, E 0.00 having coordinates of X = 3251825.00
and Y = 708085.00 as provided by Reliant Energy H.L.&P. All distances shown hereon are
surface. To convert to a grid distance multiply by the applied scale factor of 0.9998861. All
referenced tracts with PS numbers are Reliant Energy parcel numbers. Said 8.909 acre tract is
described by metes and bounds as follows:
HOU03:832527.5
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C08
EXHIBIT "E" on Map
Schedule IB
Page 2 of3
COMMENCING at said 3/4 inch iron pipe having coordinates of X = 3248200.59 and Y =
705877.35 found on the northeasterly right-of-way line of Miller Cut-off Road (60' R.O.W.) in
the common survey line of the Arthur McCormick Survey, Abstract 46 and the W.J. Harris
Survey, Abstract 29, and also being the southwest comer of said 400 acre tract from which a
found brass disk in concrete being plant baseline monument N 0.00, W 205', bears North 56
degrees 45 minutes 29 seconds East a distance of 4,092.66 feet, and a found brass disk in
concrete being plant baseline monument N 0.00, W 3450' bears North 04 degrees 37 minutes 37
seconds East, a distance of 2816.18 feet;
THENCE, North 54 degrees 57 minutes 58 seconds East, a distance of 8161.46 feet to the
POINT OF BEGINNING having coordinates of X = 3254882.58 and Y = 710562.08 at the
northeast comer of a 24.042 acre tract described to Humble Pipeline Company recorded in Harris
County Clerk's File Number C34798~;
THENCE, the following courses and distances;
South 38 degrees 39 minutes 22 seconds East, 10.36 feet
South .82 degrees 23 minutes 22 seconds East, 92.20 feet
South 87 degrees 55 minutes 22 seconds East, 112.80 feet
South 83 degrees 44 minutes 22 seconds East, 199.1 0 feet
South 06 degrees 06 minutes 38 seconds West, 103.00.feet
South II degrees 42 minutes 38 seconds West, 271.00 feet
South 26 degrees 31 minutes 38 seconds West, 130.00 feet
South 45 degrees 18 minutes 38 seconds West, 102.40 feet
South 43 degrees 34 minutes 38 seconds West, 100.10 feet
South 46 degrees 59 minutes 38 seconds West, 105.40 feet
South 52 degrees 16 minutes 38 seconds West, 65.00 feet
South 65 degrees 29 minutes 38 seconds West, 100.10 feet
South 66 degrees 03 minutes 38 seconds West, 100.10 feet
South 53 degrees 41 minutes 38 seconds West, 251.60 feet
North 10 degrees 53 minutes 38 seconds East, 131.20 feet
South 80 degrees 46 minutes 22 seconds East, 57.20 feet
North 47 degrees 13 minutes 38 seconds East, 81.60 feet
North 23 degrees 10 minutes 22 seconds West" 174.62 feet
,
to a point on the easterly line of said 24.042 acre tract;
THENCE, North 10 degrees 17 minutes 19 seconds East, with the common line of PS08-C08
and said 24.0420 acre tract, a distance of 115.33 feet to a point for comer;
HOU03:832S27.S
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S.R. Bertron Power Plant
Job 13015020H
Ref. Map PS08 A, B, C
Parcel PS08-C08
EXHIBIT "E" on Map
Schedule IB
Page 3 of3
THENCE, North 26 degrees 54 minutes 09 seconds East, continuing with said common line, a
distance of 635.05 feet to the POINT OF BEGINNING and containing 8.909 acres of land of
which 8.909 acres lies below the vegetation line at the date of survey.
A Survey drawing with Map Number PS08 A, B, C was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:832S27.S
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MEMORANDUM OF FIRST Al\1ENDMENT
AND PARTIAL TERMINATION OF LEASE
After recordinl! return to:
Baker Botts LLP.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002-4995
Attention Janna L Charlton, Esq.
STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
The Above Space for Recorder's Use Only
MEMORANDUM OF FIRST Al\'IENDMENT
AND PARTIAL TERMINATION OF LEASE
This Memorandum of First Amendment and Partial Termination of Lease
("Memorandum of Partial Termination"), dated as of the 31st day of August 2002, is by and
between Reliant Energy, Incorporated, a corporation organized and existing under the laws of the
State of Texas, formerly known as Houston Lighting & Power Company, with its principal office
located at 1111 Louisiana, Houston, Texas 77002 ("HL&P") and E. I. du Pont de Nemours and
Company, a corporation organized and existing under the laws of the State of Delaware with its
principal office located at 1007 Market Street, Wilmington, Delaware 198~8 ("Du Pont").
WITNESSETH
WHEREAS, HL&P and Du Pont have entered into a certain First Amendment
and Partial Termination of Ground Lease (the "Partial Termination") dated as of the date
hereof, whereby HL&P and Du Pont amended that certain Ground' Lease dated as of October 1,
1991, a memorandum of which is recorded in Clerk's File No. N530947 and Film Code No. 014-
59-178 of the Official Public Records of Real Property of Harris County, Texas (the "Ground
Lease"), whereby HL&P and Du Pont amended certain provisions of the Lease and terminated
HOU03:866188.3
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the Ground Lease prior to the expiration of the Lease as to certain portions of property more
particularly described in Exhibit A attached hereto (the "Te,rmination Premises"); and
WHEREAS, HL&P and Du Pont desire to enter into and record this
Memorandum of Partial Termination in order that third parties may have notice that certain of
HL&P's interests and rights under the Ground Lease have been terminated as to the Termination
Premises.
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the parties set forth in the Partial Termination, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Du Pont hereby
terminates the Ground Lease as to the Termination Premises.
Specific reference is hereby made to the following provisions of the Ground
Lease:
1. Termination of the Lease as to the Termination Premises. Du Pont and
HL&P hereby acknowledge that the parties have agreed to terminate the Lease as to the
Termination Premises only. Du Pont and HL&P hereby agree that, subject to the terms and
conditions of this Amendment, the Lease shall terminate as to the Termination Premises at 11:50
p.m. on August 31, 2002 (the "Effective Date"), and the Termination Premises shall be removed
from the Leased Premises as of the Effective Date. From and after the Effective Date, the
Leased Premises under the Lease shall contain a total of 2.685 acres.
2. The Partial Termination shall not affect HL&P's rights to use property
contiguous to the Leased Preinises for the purpose of ingress and egress as more particularly
described in the Ground Lease.
All terms, conditions, provisions and covenants of the Partial Termination are
incorporated in this Memorandum of Partial Termination by reference as though fully set forth
HOU03:866188.3
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herein, and the Partial Termination and this Memorandum of Partial Termination shall be
deemed to constitute a single instrument or document. This Memorandum of Partial Termination
has been entered into by Du Pont and HL&P for the purposes of recordation in the appropriate
real estate records in Harris County, Texas to provide notice to third parties of the Partial
Termination and nothing contained herein shall be deemed or construed to amend, modify,
change, alter, amplify, interpret or supersede any of the terms and provisions of the Partial
Termination. In the event of a conflict between the tenus of the Partial Termination and the
teons of this Memorandum of Partial Termination, the terms of the Partial Termination shall
control.
IN WITNESS WHEREOF, th~ parties hereto have executed this Memorandum of
:Partial Termination as of the dates set forth below.
E. I. DU PONT DE NEMOURS AND COMPANY
By:
..
~~
Name: L, <(3oc...
Title: Manager - Corporate Real Estate
Date: 9IZ3/0"L
t /
RELIANT ENERGY, INCORPORATED
BY.-4"~ --
Name:~~~~.!> s. ~(!O*
Title: \) \~..e. "PrE-'5- ,.Joe""",\.-
Date: ~\I..~ u.~ \. ~\, wo 'Z...
HOU03:866188.3
.
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COUNTY OF NEW CASTLE
~
~
~
STATE OF DELAWARE
This instrument was acknowledged before me on the _ day of ·
2002, by ]) IAJJE L. ~ O~ , Manager - Corporate Real Estate of E. I. du Pont de Nemours
and Company, a Delaware corporation, on behalf of said co2i"~on. ~
Q~~1 ..
. Public ( .
State of De law. are
LOIS A. SMITH
Notary Public
New Castle County
State of Delaware
My CommissIon expires Aug. 9, 2003
(Type of Print Name of Notary)
My Commission Expires:
STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
This instriunent was acknowledged before me on the Zls'-day of A ~ ~ ~ \- .
. 2002, by~t....S.~C1)it- . \J l'~.Q fn SI~"'II\.:t: of Reliant Energy, Incorporated, a
Texas corporation, on behalf of said corporation.
-.-JIJJ1AIIA1 ~~~.>
Notary Public ~
State of Texas
(Type of Print Name of Notary)
My Commission Expires:
HOU03:866188.3
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San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 3
EXHIBIT A
Page 1 of2
Description of 7.306 acres of land in the Enoch Brinson League, Abstract 5,. Harris
County, Texas, being partly out of the residue of an 822. 154-acre tract recorded in Volume 1318,
Page 364 of the Deed Records of Harris County, Texas, and partly out of the residue ofa 97.477-
acre tract recorded in Volume7034, Page 10 of said Deed Records and out ofa 9.991-acre tract
recorded in Clerk's File No. N 530947 and Film Code No. 014-59-1718 of the Official Public
Records of Real Property of Harris County, Texas:
All coordinates and bearings herein refer to the Texas Coordinate System of 1983, South'
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.S.D. 42 (1986), having published coordinates of N (Y) = 13,823,622.030 and E (X) =
3,216,990.899 U.S. Survey Foot with an applied scale factor of 0.9998839. Said 7.306-acre tract
is described by metes and bounds as follows:
COMMENCING at a % inch iron pipe found at the southwest comer of said 97.477-acre tract,
having coordinates ofN 00= 13,820,895.82 and E 00= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
also on the east line of Sens Road (60 feet wide), from which a found % inch iron pipe bears
North 58 degrees 48 minutes 36 seconds West, a distance of 0.82 feet and from which a found %
inch iron rod bears North 72 degrees 01 minutes 34 seconds West, a distance of 1.17 feet;
THENCE, North 86 degrees 55 minutes 32 seconds East, a~ distance of 2482.03 feet along the
south line of said 97.477-acre tract, same being the south linl~ o.f said 250-foot wide easement, to
a point;
THENCE, North 03 degrees 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for the southeast comer of Tract 1 and said 9.991- acre tract;
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of Tract 1 and said
9.991- acre tract, a distanc,e of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
HOU03:81IS20.3
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San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 3
EXHIBIT A
Page 2 of2
THENCE, North 86 degrees 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a RR spike set for a common comer of Tract 1, and a 7.306-acre tract
referred to as Tract 3, and the POINT OF BEGINNING having coordinates of N (Y)=
13,821,319.34 and E (X)= 3,225,435.84;
THENCE, North 86 degrees 15 minutes 30 seconds West, with the south line of said Tract 3 and
said 9.991- acre tract, a distance of 100.72 feet to a point for comer;
THENCE, South 86 degrees 53 minutes 39 seconds West, a distance of 540.00 feet to a found
iron rod with aluminum cap stamped HL&P for the southwest comer of the herein described
tra~t and said 9.991-acre tract;
THENCE, North 51 degrees 40 minutes 56 seconds West, at 463.30 feet passing the common
line of said 94.477-acre tract with said 822.154 -acre tract, for a total distance of 566.79 feet to a
found iron rod with aluminum cap stamped HL&P for the northwest comer of the herein
described tract and said 9.991- acre tract;
THENCE, North 86 degrees 53 minutes 39 seconds East, with the north line of Tract 3 and said
9.991- acre tract, a distance of 1,059.63 feet to a % inch iron rod with plastic cap stamped
"Reliant Energy HL&P" set for the common comer of Tract 1,3, and 4;
THENCE, South 03 degrees 02 minutes 05 seconds East, at 75.00 feet passing the southwest
comer of said tract 4, at 119.08 feet passing the northeast comer of a 0.155-acre tract referred to
as Tract 2, at 276.83 . feet passing the southeast comer of said Tract 2, for a total distance of
364.33 feet to a % inch iron rod with plastic cap stamped "Rc~liant Energy HL&P" set for comer;
THENCE, South 90 degrees 00 minutes 00 seconds East, a distance of 7.05 feet toa % inch iron
rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 00 degrOOi 00 minutes 00 seconds West, a distance of 22.33 feet to the POINT
OF BEGINNING and containing 7.306 acres of land.
A survey drawing with Map Number 14-H-5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds descrip-t.
HOU03:811520.3
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MEMORANDUM OF LEASE
After recordinl!: return to:
Baker Botts L.LP.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002-4995
Attention Janna L Charlton, Esq.
STATE OF TEXAS
~
~
~
COUNTY OF HARRIS
The Above Space for Recorder's Use Only
MEMORANDUM OF LEASE
This Memorandum of Lease, dated as of the 31st day of August 2002, is by and
between Texas Genco, LP, a limited partnership organized and existing under the laws of the
State of Texas with its principal office located at 1111 Louisiana, Houston, Texas 77002 ("Texas
Genco") and E. I. du Pont de Nemours and Company, a corporation organized and existing under
the laws of the State of Delaware with its principal office located at 1007 Market Street,
Wilmington, Delaware 19898 ("Du Pont").
WITNESSETH
WHEREAS, Texas Genco and Du Pont have entered into a certain Ground Lease
of even date herewith (the "Ground Lease") whereby Du ~(Int did lease to .Texas Genco certain
tracts of land situated in the Enoch Brinson League, Abstract No.5, Harris County, Texas, more
particularly described in Exhibit A attached hereto and made a part hereof (the "Leased
Premises"); and
WHEREAS, in the Ground Lease Du Pont has granted to Texas Genco certain
easements, more particularly described in Exhibit B attached hereto and made a part hereof (the
"Easements"); and
HOU03:866l89.1
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WHEREAS, Texas Genco and Du Pont desire to enter into and record this
Memorandum of Lease in order that third parties may have notice of Texas Genco's interests and
rights under the Ground Lease.
NOW, THEREFORE, Du Pont, in consideration of the rents and covenants
provided for in the Ground Lease to be paid and performed by Texas Genco, does hereby lease
and grant unto Texas Genco the Leased Premises and the Easements in accordance with the
terms and provisions of the Ground Lease.
Specific reference is hereby made to the following provisions of the Ground
Lease:
1. Pursuant to the Ground Lease, Texas Genco is granted a certain option to
extend the initial term of the Ground Lease as more particularly described in the Ground Lease.
2. Pursuant to the Ground Lease, Du Pont is granted a certain right of first
refusal to purchase equipment and facilities to be constructed on the Leased Premises as more
particularly described in the Ground Lease.
3. Pursuant to the Ground Lease, Texas Genco is granted certain rights to use
property contiguous to the Leased Premises for the purpOs(~ of ingress and egress and to enable
Texas Genco to perform certain contractual obligations as more particularly described in the
Ground Lease.
All terms, conditions, prOVISIons and covenants of the Ground Lease are
incorporated in this Memorandum of Lease by reference as though fully set forth herein, and the
Ground Lease and this Memorandum of Lease shall be deemed to constitute a single instrument
or document. This Memorandum of Lease has been entered into by Du Pont and Texas Genco
for the purposes of recordation in the appropriate real estat(~ records in Harris County, Texas to
HOU03:866 1 89. 1
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!. ~ .
provide notice to third parties of the Ground Lease and the EaseQ1ents and nothing contained
herein shall be deemed or construed to amend, modify, change, alter, amplify, in~erpret or
supersede any of the terms and provisions of the Ground Lease. In the event of a conflict
between the terms of the Ground Lease and the terms of this Memorandum of Lease, the terms of
the Ground Lease shall control.
HOU03:866189.l
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. . I .
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Lease as of the dates set forth below.
E. I. DU PONT DE NEMOURS AND COMPANY
By: ~~~
Title:
"Diane L. Boo:
Manager Corporate Heal aate
u. s. Region
(.~/L1 /02-
qf
TEXAS GENCO, LP
Name:
Date:
By: Texas Genco GP, LLC
BY.~d'k
Name: Rufus S. Scott
Title: Vice President
Date: August 21, 2002
HOU03:866189.3
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STATE OF DELAWARE
~
~
~
COUNTY OF NEW CASTLE
This instrument was acknowledged before me on the _ day of ,
2002, by O.",,.Je" L. &'c... , ~h.lu..' ~~~? ~c.6iWOf E. 1. du Pont de Nemours and
Company, a Delaware corporatio~ on bebalfOf~~ p
. Notary Pub c
State of Delaware
LOIS A. SMITH
Notary Public
New Castle County
State of Delaware
My CommIssion expires Aug. 8. 2003
(Type (If Print Name of Notary)
My Commission Expires:
STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
This instrument was acknowledged before me on the Z.IZ~daY of A~...\ ,
2002, by Rufus S. Scott as Vice President of Texas Genco GP, LLC, the general p er of Texas
Genco, LP, a Texas limited partnership, on behalf of said partnership.
"faJLtWt1 ~
Notary Public
State of Texas
(Type (If Print Name of Notary)
My Commission Expires:
HOU03:866189.3
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San Iacinto Electric
Station
Iob No. 13015020P
Ref. Map 14-H-5E
Tract 3
EXHIBIT A
Page 1 of2
Description of 7.306 acres of land in the Enoch Brinson League, Abstract 5,- Harris
County, Texas, being partly out of the residue of an 822. 1 54-acre tract recorded in Volume 1318,
Page 364 of the Deed Records of Harris County, Texas, and partly out of the residue of a 97.477-
acre tract recorded in Volume7034, Page 10 of said Deed Records and out ofa 9.991-acre tract
recorded in Clerk's File No. N 530947 and Film Code No. 014:..59-1718 of the Official Public
Records of Real Property of Harris County, Texas:
All coordinates and bearings herein refer to the Texas Coordinate System of 1983, South.
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.S.D. 42 (1986), having published coordinates of N (Y) = 13,823,622.030 and E (X) =
3,216,990.899 U.S. Survey Foot with an applied scale factor of 0.9998839. Said 7.306-acre tract
is described by metes and bounds as follows:
COMMENCING at a ~ inch iron pipe found at the southwest comer of said 97.477-acre tract,
having coordinates ofN 00= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
CQde 129-23-2583 of the Official Public Records of Real Pr~perty C?f Harris County, Texas and
also on the east line of Sens Road (60 feet wide), from which a found ~ inch iron pipe bears
North 58 degrees 48 minutes 36 seconds West, a distance of 0.82 feet and from which a found ~
inch iron rod bears :North 72 degrees 01 minutes 34 seconds West, a distance of 1.17 feet;
THENCE, North 86 degrees 55 minutes 32 seconds East, a distance of 2482.03 feet along the
south line of said 97.477-acre tra,ct, same being the south lim~ of said 250-foot wide easement, to
a point;
THENCE, North 03 degrees 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for the southeast comer of Tract 1 and said 9.991- acre tract;
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of Tract .1 and said
9.991- acre tract, a distanc.e of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
HOU03:811520.3
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San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 3
EXHIBIT A
Page 2 of2
THENCE, North 86 degrees 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a RR spike set for a common corner of Tract 1, and a 7.306-acre tract
referred to as Tract 3, and the POINT OF BEGINNING having coordinates of N (Y)=
13,821,319.34 and E (X)= 3,225,435.84;
THENCE, North 86 degrees 15 minutes 30 seconds West, with the south line of said Tract 3 and
said 9.991- acre tract, a distance of 100.72 feet to a point for comer;
THENCE, South 86 degrees 53 minutes 39 seconds West, a distance of 540.00 feet to a found
iron rod with aluminum cap ~tamped HL&P for the southwest comer of the herein described
tract and said 9.991- acre tract;
THENCE, North 51 degrees 40 minutes 56 seconds West, at 463.30 feet passing the common
. line of said 94.477-acre tract with said 822.154 -acre tract, for a total distance of 566.79 feet to a
found iron rod with aluminum cap stamped HL&P for the northwest comer of the herein
. described tract and said 9.991- acre tract;
THENCE, North 86 degrees 53 minutes 39 seconds East, with the north line of Tract 3 and said
9.991- acre tract, a distance of 1,059.63 feet to a % inch iron rod with plastic cap stamped
"Reliant Energy HL&P" set for the common comer of Tract 1,3, and 4;
THENCE, South 03 degrees 02 minutes 05 seconds East, at 75.00 feet passing the southwest
cOmer of said tract 4, at 119.08 feet passing the northeast comer of a 0.155-acre tract referred to
as Tract 2, at 276.83 feet passing the southeast comer of said Tract 2, for a total distance of
364.33 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 90 degrees 00 minutes 00 seconds East, a distance of 7.05 feet to a % inch iron
rod with plastic cap stamped "Reliant Energy HL&P" set for l:;omer;
THENCE, South 00 degrees 00 minutes 00 seconds West, a distance of22.33 feet to the POINT
OF BEGINNING and containing 7.306 acres ofland.
A survey drawing with Map Number 14-H-5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds descrip-f
)
HOoo3:811520.3
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Exhibit B
Easements
".
ACCESS EASEMENT
A 1.017-acre tract in the Enoch Brinson League, Abstract 5, Harris County, Texas, being
out of the residue of a 97.477-acre tract described in a deed from St. Joe Paper Company to E. I.
du Pont de Nemours and Company, dated December 21, 1967, and recorded in Volume 7034,
Page 10 of the Deed Records of Harris County, Texas.
All coordinates and bearings are referred to the Texas Coordinate System of 1983, South
Central Zone, as defined in the Texas Natural Resources Code, section 21.071, et seq., and are
based on the position of "H.G.C.S.D. #42", having publish<::d.coordinates of Y = 4,213,448.464
and X = 980,540.797 Meters, and Y = 13,823,622.030 and X = 3,216,990~899 U.S. Survey Foot;
and also having an applied scale factor of 0.9998839. All H<?uston Lighting & Power Company
Lease Monuments called for in this exhibit are 314-inch iron rods with 2-inch aluminum caps
stamped "survey monument, do'not disturb, H L & P Co, Houston" and a number identifying the
Lease Monument. Said 1.017-acre trac~ in further described by metes and bounds as follows:
COMMENCING at a 314-inch iron pipe called and found for the southwest comer of
said 97.477-acre tract, having coordinates X = 3,223.298.68 and Y = 13,820,895.82,
same being the southwest comer of a 250-foot wide easement described as Way No.
2 in an instrument recorded in the Official Public Re(:ords of Real Property of Harris
County, Texas, under File D332601 and Film Code 129-23-2583, and also found in
the east line of Sens Road;
THENCE, N. 860 55' 32" E., a distance of 2,482.03 feet, along the south line of said
97.477-acre tract, same being the south line of said. 250-foot wide easement, to a
point;
THENCE, N. 030 04' 28" W., a distance of 301.31 feet to a found fence post, having
coordinates X = 3,225,760.69 and Y = 13,821,329.76;
THENCE, S. 860 53' 39" W., a distance of 265.00 f(:et to Lease Monument 2 set at
an angle point;
HOU03:866189.l
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THENCE, N. 860 15' 30" W., a distance of 60.40 feet to the POINT OF
BEGINNING of the herein described 1.017-acre trac:t;
THENCE, S. 030 06' 21" E., a distance of 58.33 feet: to a point for comer in the north
line of said 250- foot wide easement;
THENCE, S. 860 55' 32" W., a distance of 640.00 feet, along the north line of said
250-foot wide easement, to a point for comer;
THENCE, N. 030 06' 21" W., a distance of 69.98 foot to Lease Monument 4 set at
the northwest comer of the herein described tract;
THENCE, N. 86053' 39" E., a distance of 540.00 feet to Lease Monument 3 set at
an an~le point;
THENCE, S. 860 15' 30" E., a distance of 100.72 feet to the POINT OF
BEGINNING and containing 1.017 acres ofland.
The roadway, which is to be constructed, maintained, repaired, and used by Houston
Lighting & Power Company for ingress to and from the facility, lies within said 1.017-acre tract
at the following described location:
COMMENCING at a 3/4-inch iron pipe called and :tt)und for the southwest comer of
said 97.477-acre tract, having coordinates X = 3,223,298.68 and Y = 13,820,895.82,
same being the southwest comer of a 250-foot wide easement described as Way No.
2 in an instrument recorded in the Official Public Records of Real Property of Harris
County, Texas, under File D332601 and Film Code 129-23-2583, and also found in
the east line of Sens Road;
THENCE, N. 860 55' 32" E., a distance of 2,482.03 feet, along the south line of said
97.477-acre tract, same being the south line of said 250-foot wide easement, to a
point;
THENCE, N. 03004' 28" W., a distance of 301.31 feet to a found fence post, having
coordinates X = 3,225,760.69 and Y = 13,821,329.76;
THENCE, S. 860 53' 39" W., a distance of 265.00 feet to Lease Monument 2 set at
an angle point;
THENCE, N. 860 15' 30" W., a distance of 60.40 feet to the POINT OF
BEGINNING of the herein described 0.148 of an acre tract;
THENCE, S. 030 06' 21" E., a distance of 58.33 feet to a point for comer in the north
line of said 250-foot wide easement;
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THENCE, S. 860 55' 32" W., a distance of 100.00 feet, along the north line of said
250-foot wide easement, to a point for comer;
THENCE, N. 030 06' 21" W., a distance of 70.28 teet to Lease Monument 3 set at
the northwest comer of the herein described tract;
THENCE, S. 860 15' 30" E., a distance of 100.72 feet to the POINT OF
BEGINNING and containing 0.148 of an acre of land.
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SAN JACllrrO STEI: ELECTRIC STATION
HARRIS COUNTY, TEXAS
DEED
THIS DEED CONVEYS PROPERTY FROM
RELIANT ENERGY, INCORPORATED AS "GRANTOR"
TO TEXAS GENCO, LP AS "GRANTEE"
THROUGH INTERMEDIATE CONVEYANCES
COUNTY OF HARRIS
~
~
~
KNOW ALL MEN BY THESE PRESENTS:
THE STATE OF TEXAS
PART!:
PART II:
PART ill:
GRANTOR TO TGH
TGH TO LLC
LLC TO GRANTEE
PART I
RELIANT ENERGY. INCORPORATED TO TEXAS GENCO HOLDINGS. INC.
THAT RELIANT ENERGY, INCORPORATED ("Grantor"), for and in
considera!j.oil of.the sum ofTEN AND NOll 00 .DOLLARS ($10.00) in hand paid to Grantor by
TEXAS GENCO HOLDINGS, INC., a Texas corporation (''TGB''), whose mailing address is
P. O. Box 61867, Houston, Texas 77208, and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby aclmowledged, has GRANTED., SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto TGH (a) any and
all Improvements ("Plant Improvements") located within that certain tract of real property
located in Harris County, Texas, as more particularly described on SCHEDULE f (the "Plant
Land") excluding Grantor's Severed Property, together with:
(i) Certain Portable Metal Buildings 'Within REI Land (as hereinafter
defined): One twenty-four by fourteen foot (24' x 1.4') portable metal building and one
fifteen by ten foot (15' x 10') portable ~etal building; .
,. .
. (ii) Certain Protective RelaYing Improvements Within. .REI Land:' All..
protective~ auxiliary, and interposing relays located within the REI' Land whose' sole
purpose is the protection ofTGH's equipment located within the REI Land or connected
to the REI transmission system;
(Hi) Certain Underground Improvements Within REI Land: All of the
underground cables, wires and lines (copper and fiber optic) up to the first point of cross-
connection within the land described in SCHEDULE 2 from the common boundary of
such land and the Plant Land which are used for electricity or communication and which
are connected to and serve equipment or other prop~:rty which is owned by or leased to
TGH and located on the Plant Land, along with all underground or overhead cables, wires
and lines (cooper or fiber optic) whose sole p~pose is the connection of TGH's
HOU03:859433.4
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equipment within the REI Land to other TGH equipment within the REI Land or to the
first point of cross-connection With TGH's cables, w.ires and lines described above;
(iv) Wastewater Discharge System Within REI Land: Any and all of the
pipes, pipelines (including meters, connections, valves, hydrants and associated
equipment), tanks, mains, lines, wells, pumps and related. equipment and facilities located
in, on or under the REI Land and used in connection with the storage, transportation,
collection and disposal of wastewater from the Plant Land or Improvements thereon
excluding, however (to the extent located within REI Land), any of the pipe or pipelines
which branch off from or interconnect with the main or trunk line either on Plant Land or
crossing the REI Land and which branch line(s) has a point of termination and ending
within REI Land;
(v) Access and Security Eauipment: Any and all of the access and security
equipment located within the parking easement arc~a described in Section 3.15 of the
Easement Agreement and described in SCHEDULE 3, including, but not limited to that
certain card telecall and security camera used for limiting access to the Plant Land and
the Switchyard; and
(vi) Temporary Steam Generator Site: That concrete slab installed within the
temporary steam generator site easement described in Section 3.14 of the Easement
Agreement and described in SCHEDULE 4;
the properties describe(j in (b )(i) through (vi) above being collectively referred to as "TGH's
Severed Property".
GRANTOR'S SEVERED PROPERTY
The conveyance by Grantor of the Plant Improvements expressly excludes, and Grantor
retains ful11egal title to and ownership of, the following:
(a) Certain Electrical Improvements Within Plant Land:
(i)
circuits;
overhead wires and cables, including ground wires and communication
. .
(ii) guy wires and anchors~ insulators and crossarms placed on or used in
. connection with the structures described in (i) above; and
(iii) other fixtures, appliances and appurtenances connected with any of the
foregoing, necessmy or convenient for the construction, operation, regulation, control,
grounding and maintenance of the Switchyard, electric lines or above-described
communications circuits for the purpose of transmitting, distributing, regulating and
controlling electric -energy
. for the supply of electric power at any volt~ge to the land described in SCHEDULE 2, which
property described in (i) through (iii) above is currently located within the eleCtric service
HOU03:859433.4
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easement area(s) described in the Schedule(s) referred to in Section 2.5 of the Easement
Agreement and described in SCHEDULE 5.
(b) Certain Improvements Within Communications Room: Fiber optic multiplexors
. and associated data concentrators, routers, ground potential rise (GPR) protection equipment and
telemetry. d.evices, used. in connection with the. supply .of telephone, data, tele-protection,
wireless, fiber optic, local area network (LAN) data .access, wide area network (WAN)
connectivity, Supervisory Control and Data Acquisition System (SCADA), microwave, closed
circuit television and other communication, telecommunication and computing services to and
from the REI Improvements or otherwise used in connection with Grantor's business (including
the licensing or other sharing of any such property between or among Grantor and commercial
telecommunications providers or others) and which are located in the existing communications
room.
(c) Certain Telecommunications Improvements Within Plant Land: All copper and
all fiber optic telecommunication cables located outside th(~ communications room that connect
from equipment located within the communications room to equipment located within the Plant
Land that provides comm.unications services to the Plant located on the Plant Land, to the first
point of cross-connection within the Plant Land, as well as the multiplexing communications
equipment attached at that point and the distribution racks housing such equipment; and
(d) Certain Fiher Optic and Copper Lines Within Plant Land: To the extent not
, '. included in (c) immediately above, all copper and all fiber optic telecommunications cables
located within the Plant Land but outside of the communications room that connect from
equipment located within the communications room to equipment located outside of the Plant
Land (said excluded properties of Grantor described in (a) through (d) above herein collectively
referred to as "Grantor's Severed Property").
The Grantor's and the TGH's Severed Property (collectively referred to as the "Severed
Property"), including all future modifications and altera1ions thereto, are hereby, and shall
remain, severed from thl~ land to which they are currently affixed and shall constitute the
personal property of eithc~r Grantor and TGH, as the case may be, its successors and assigns,
regardless of whether such Severed Property is now or herc:after physically attached to the land
or would otherwise constitute a fixture or other .item of real property under applicable law. The
character of the Severed Property as personal property shall not be altered or affected by (i) any
future alteration to, or modification or relocation of, the Severed Property, (ii) any attachment or .
reattachment of the Severed Property to the land, or (iii) any other event, 'circumstance,
condition, course of dealing, act, inaction or omission, other than an express written instrument
to the contrary hereafter executed by the parties hereto and recorded in the Official Public
Records of Real Property of said county. Upon request of either Grantor or TGH, the other party
agrees to execute (and record, if applicable, at the expense of the requesting party) such further
documents or instruments as may be appropriate to evidence the identity and ownership of the
Severed Property from time to time, as such Severed Property may be hereafter modified or
altered.
TO HAVE AND TO HOLD the Plant ImprQvements, together with all and singular the
rights and appurtenances thereto in anywise belonging, unto TGH, its successors and assigns
HOU03:8S9433.4
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forever, subject to the specific matters stated in the immediately preceding paragraph; and
Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER
DEFEND all and singular the Plant Improvements unto TGH, its successors and'assigns, against
every person whomsoever lawfully claiming or to claim thl~ same or any part thereof, provided,
however, that the matters herein stated to which this conveyance is made subject to shall not in
any way limit or restrict any claims, remedies or amount~ recovered against any prior warrantor
in the chain of title or any title insurance company. .
THE PLANT IMPROVEMENTS ARE BEING TRANSFERRED AND CONVEYED
"AS IS, WHERE IS," VIITHOUT ANY REPRESENTATION OR WARRANTY OF ANY
NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF
THE PLANT IMPROVEMENTS, (b) AS TO ANY WARRANTY OF MERCHANTABILITY
OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER
MATTER CONCERNING, THE PLANT IMPROVEMENTS OR (c) AS TO THE LEGAL
SUFFICIENCY OF TIllS DEED TO CONVEY TITLE TO THE PLANT IMPROVEMENTS.
Except as otherwise defmed herein, all capitalized terms herein shall have the following
meanings:
(i) "Easement Ae:reement" shall mean that certain Easement and Covenant
Agreement of even date herewith affecting the Land between Grantor and TGH and
which is also being recorded in the Official Public R(:cords of said county on or about the
. date of the recording of this Deed.
. .
, .
(ii) "Improvements" shall mean all struc::tures and improvements, facilities,
systems, fixtures and equipment of any kind now or hereafter located on the Land,
whether above or below the land surface, whether real or personal property, and whether
permanent or temporary, including without limitation, all buildings, sheds, energy plants,
tanks, pipelines (including meters, connections, valves and other associated equipment),
cables, wires (including but not limited to control and communication wires), switches,
breakers, transfonn.ers, conduits, cable trays, trenches, mains, lines, ducts, fences, gates,
towers, antennae, tunnels, roads, driveways, streets, alleys, paved parking areas,
pathways, screening walls, awnings, retaining walls, plantings, shrubs and other
landscaping, irrigation and drainage pipes and faciliti€,s, lighting fixtures and signs.
(iii) "Interconnection Ae:reement" shall m~an that certain Interconnection
,Agreement of ~ven date herewith between Grantor and TGH, covering the tracts of real.
property described in SCHEDULES 1 and Z hereto.
(iv) "Plant" shall mean the steam and e:lectric energy co-generation plant
located on the Plant Land.
(v) "Pla:llt Improvements" shall mean all Improvements now or hereafter
owned by Plant O'lVIler, regardless of whether such Improvements are located on the
Plant Land or on the REI Land.
(vi) "Land" shall collectively mean the ;Plant Land and the REI Land.
HOU03:859433.4 4
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.(vii) "REI Improvements" shall mean all Improvements now or hereafter
owned by REI, regardless of whether such hnprovements are located on the REI Land or
on the Plant Land.
(viii) "REI Land" shall mean the land described in SCHEDULE 2 of this Deed
and incorporated herein by reference.
(ix) "Switchvard" shall collectively mean (i) that portion of the REI Land (the
"Switchyard Land") on which is located switching equipment and facilities used by REI
in connection with the transmission or distribution of electric power, the operation of the
Grid and/or the control of continuity between the Plant and the Grid, and (ii) all
Improvements located on fll:e Switchyard Land.
PART II
TEXAS GENCO HOLDINGS. INC. TO TEXAS GENCO GP. LLC AND
TEXAS GENCO LP. LLC
THAT TGH, for and in consideration of the sum of TEN AND NO/I00 DOLLARS
($10.00) in hand paid to TGH by TEXAS GENCO GP, JLLC ("Texas Genco GP"), a Texas
limited liability company, whose mailing address is P. O. Box 61867, Houston, Texas 77208,
and TEXAS GENCO L:P, LLC ("Texas Genco LP"), a Delaware limited liability company,
whose mailing address is 200 West Ninth Street Plaza, Suite 409, Wilmington, Delaware 19801
(collectively. sometimes called "LLC"), and other good and valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD and
CONVEYED and by these presents does GRANT, SELL and CONVEY unto Texas Genco GP,
an undivided one percent (1 %), and to Texas Genco LP, an undivided ninety-nine percent (99%)
interest, in and to the Plant Improvements, the Easement Agreement and the Interconnection
Agreement.
This conveyance is expressly made subject to (i) the terms and conditions of the
Easement Agreement and the Interconnection Agreement, (ii) those certain encumbrances to title
that are of record in the real property records of said county, except for any and all liens and
security interests securing Grantor's Indebtedness, and to all matters visible on the ground that a
proper survey would show, to the extent and only to the extent such matters are valid and
subsisting and affect the Plant Improvements as of the date hereof; and (iii) any titles or rights to
tidelands, or lands comprising the shores or".beds .of navigable or perennial rivers and streams,.
lakes, bays, gulfs or oceans; or to lands beyond the line .of the harbor or bulkhead lines as
established or changed by any government; or to filled-in lands or artificial islands; or to
statutory water rights, including riparian rights; or to the area extending from the line of mean
low tide t.o the line of vegetation, or the rights of access to that area or easement along and acr.oss
the area.
TO HA VB AND TO HOLD the Plant Improvements, together with all and singular the
rights and appurtenances thereto in anywise belonging, unto LLC, its successors and assigns
forever, subject to the specific matters stated in the immediately preceding paragraph; and
Grantor d.oes hereby bind itself and its successors and assigns to WARRANT AND FOREVER
HOU03:8S9433.4
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DEFEND all and singular the Plant Improvements, and. TGH's interest in the Easement
Agreement and the Interconnection Agreement, unto LLC, its successors and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part thereof, provided,
however, that the matters herein stated to which this conveyance is made subject to shall not in
any way limit or restrict any claims, remedies or amounts re:covered against any prior warrantor
in the chain of title or any titl~ insurance company. : .
THE PLANT IMPROVEMENTS ARE BEING TRANSFERRED AND CONVEYED
"AS IS, WHERE IS," 'WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY
NATURE (a) AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF
THE PLANT IMPROVEMENTS, (b) AS TO ANY WARRANTY OF MERCHANTABILITY
OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER
MATTER CONCERNING, THE PLANT IMPROVEMEl'lTS OR (c) AS TO THE LEGAL
SUFFICIENCY OF TIllS DEED TO CONVEY TITLE TO THE PLANT IMPROVEMENTS.
Capitalized terms not dermed in this Part IT shall have the respective meanings set forth
in Part I.
PARTID
TEXAS GENCO GP. LLC AND TEXAS GENCO LP. LLC
TO TEXAS GENCO. LP,
THAT LLC, for and in 'consideration of the sum of TEN AND NOIlOO DOLLARS
($10.00) in hand paid to LLC by TEXAS GENCO, LP, a Texas limited partnership
("Grantee"), whose mailing address is P. O. Box 61867, Houston, Texas 77208, and other good
and valuable consideration, the receipt and sufficiency of which consideration are hereby
acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT,
SELL and CONVEY unto Grantee, Texas Genco GP's undivided one percent (1 %) interest, and
Texas Genco LP's undivided ninety-nine percent (99%) interest, in and to the Plant
Improvements, the Easement Agreement and the Interconnection Agreement.
This conveyance is expressly made subject to (i) the terms and conditions of the
Easement Agreement and the Interconnection Agreement, TGH's obligations under each of
which are being hereby assumed by Grantee; (ii) those certain encumbrances to title that are of
record in the real property records of said county, exc~pt for any and all liens and security
interests securing Grantor's Indebtedness," and to all matters vjsible on the ground that a proper
survey would show, to the extent and only to the extent such matters are valid and subsisting and
affect the Plant Improvemcmts as of the date hereof; and (iii) any titles or rights to tidelands, or
lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays,
gulfs or oceans; or to lands beyond the line of the harbor or bulkhead lines as established or
changed by any government; or to filled-in lands or artificial islands; or to statutory water rights,
including riparian rights; or to the area extending from the line of mean low tide to the line of
vegetation, or the rights of access to that area or easement along and across the area.
TO HAVE AND TO HOLD the Plant Improvements, together with all and singular the
rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns
HOU03:859433.4
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.
--
forever, subject to the spc::cific matters stated in the immediately preceding paragraph; and LLC
does hereby bind itself and its successors and assigns to WARRANT AND FOREVER
DEFEND all and singular the Plant Improvements, and LLC's interest in the Easement
Agreement and the Interconnection Agreement, unto Grantee, its successors and assigns, against
every person whomsoever lawfully claiming or to claim the:: same or any part thereof, provided,
. however, that the matters herein stated to which.this conveyance is made subject to shall not in
any way limit or restrict any claims, remedies or amounts recovered against any prior. warrantor
in the chain of title or any title insurance company.
THE PLANT IMPROVEMENTS ARE BEING TRANSFERRED AND CONVEYED
"AS IS, WHERE IS," VVITHOUT ANY REPRESENTATION OR WARRANTY OF ANY
NATURE (a) AS TO THE VALUE OR FREEDOM FROM EN€UMBRANCE OF, ANY OF
THE PLANT IMPROVEMENTS, (b) AS TO ANY WARRANTY OF MERCHANTABILITY
OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER
MATTER CONCERNING, THE PLANT IMPROVEMENTS OR (c) AS TO THE LEGAL
SUFFICIENCY OF THIS DEED TO CONVEY TITLE TO THE PLANT IMPROVEMENTS.
C~pitalized terms :not defined in this Part III shall have the respective meanings set forth
in Part I or Part ll.
The LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED,
SCHEDULE 1, SCHEDULE 2, SCHEDULE 3. SCHEDULE 4 and SCHEDULE 5 are attached
hereto and incorporated hc::rein for all purposes. .
. .
. .. .
This Deed may be executed in multiple counterparts, and all such executed counterparts
shall constitute the same:: agreement. It shall be necessary to account for only one such
counterpart in proving the existence, validity or content of this Deed.
Grantee hereby assumes liability for the payment of all ad valorem taxes and assessments
for the Plant Improvements for the year 2002 and all subsequent years.
[End of Page]
HOU03:8S9433.4
7
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'P
EXECUTED to be effective the 31st day of August, 2002, at II: 50 fL.m. (Central
Time).
"GRANTOR":
RELIANT ENERGY, INCORPORATED
B~~~/~
N~ Rufus S. Scott
Title: Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
BY~
Name: Rufus S. Scott
Title: Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By ~~~
Name: ftufus S. Scott
Title: Vice President
"TEXAS GENCO LP":
TEXAS GENCO LP, LLC
By
Name:
Title:
Patricia F. Genzel
President
HOU03 :859433.4
.
.
EXECUTED to be effective the 31st day of August, 20l>2, at If: 'FO /L.m. (Central
Time).
"GRANTOR":
RELIANT ENERGY, INCORPORATED
By
Name:
Title:
Rufus S. Scott
Vice President
"TGH":
TEXAS GENCO HOLDINGS, INC.
By
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO GP":
TEXAS GENCO GP, LLC
By
Name:
Title:
Rufus S. Scott
Vice President
"TEXAS GENCO LP": .
TEXAS GENCO LP, LLC
BY~r:'~ ~
Name: Patricia F. G~el
Title: President
HOU03:859433.4
.
.
"GRANTEE":
TEXAS GENCO, LP
By: TEXAS GENCO OP, LLC,
General Partner
BY~
Name: Rufus S. Scott
Title: Vice President
Upon recordation, please ,'eturn to:
Stacey Tilley
Baker Botts L.L.P.
910 Louisiana
Houston, TX 77002-4995
H0003:8S9433.4
9
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~
~
COUNTY OF HARRIS ~
This instrument w~ acknowledged before me on Il, '~lx:I- ~ 2002, by Rufus S.
Scott, Vice. President of Reliant Energy, Incorporated, a ~~, on behalf of said
corporatioa ~ ~
~......--~ - ~
~ o,,~Y PCl~c:; CHRISTIE J. NEWSOME ~ L
~ :-~~ NOTARYPUBLlC,STATEOFTEXASS NotaryPublic State exas
X ~~~ MY COMMISSION EXPIRES S ' I
~ "1'~OF"'l~ JUNE 25, 2004 i
g..~~.;".;".;".;"..8
THE STATE OF TEXAS
~
~
COUNTY OF HARRIS ~
This instrument was acknowledged before me on nll/.AI J.. ~ 2002, by Rufus S.
Scott, Vice President of Texas Genco Holdings, Inc., a ~, on behalf of said
comoration.
r~.;"';"';"';"';"""""""........;'"'.................cr"""';"""".;"';"';"';"';"""'4
~ o~~~YPCl<llC:; CHRISTIE J. NEWSOME ~
S :- ~ NOTARY PUBLIC, STATE OF TEXAs S
S ~ "'A-~ MY COMMISSION EXPIRES S
~ I'~OF~"'" JUNE 25, 2004 i
~~~.;".;".;".;".;"J:
~
Notary Public, Sta exas
~
~
COUNTY OF HARRIS ~
This instrument was acknowledged befure me on ~'j~ 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limit a liability company, on behalf of
said limited liability company. ~' _ _ ~
Omry~exas .
HOU03:859433.4
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THE STATE OF DELAWARE ~
~
COUNTY OF A)lN/ CiiJ4 ~
This instrument was acknowledged before me on fLA,d..J,1tk _, 2002, by
Patricia F. Genzel, President of Texas Genco LP, LLC, a Dl~law~ity company, on
behalf of said limited liability compapy.
VlCKfEA. SIZEMORE
NOTARV PUBUC
STATE OF DElAWARE
MyComnllwi.n.EJlphs Felt. 4 2008
THE STATE OF TEXAS ·
~~
Notary Public, Sta fDelaware
COUNTY OF HARRIS
~
~
~
This instrument was acknowledged before me on -' 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas limited liability company, as General
Partner of Texas Genco, LP, a Texas limited partnership,. on behalf of said limited liability
company ~d limited partnership.
Notary Public, State of Texas
HOU03:859433.4
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COUNTY OF
~
~
~
THE STATE OF DELAWARE
This instrument was acknowledged before me on ~ 2002, by
Patricia F. Genzel, President of Texas Genco LP, LLC, a Delaware limited liability company, on
behalf of said limited liability company.
Notary Public, State of Delaware
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
This instrument was acknowledged before me on flJ.lt'"JJ/l1- ~ 2002, by Rufus S.
Scott, Vice President of Texas Genco GP, LLC, a Texas ~ company, as General
Partner of Texas Genco, LP, a Texas limited partnership,. on behalf of said limited liability
company and limited partnership. ~ _ . .~
Notary Public, ~
HOU03:859433.4
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LIST OF PROPERTY AND SCHEDULES ATTACHED TO DEED
Schedule 1 - Plant Land - Tract 3 -7.306 acres
Schedule 2 - REI Land - Tract 1 - 2.685 acres.
Schedule 3 - Parking Easement - Tract 5 - 1..174 acres
Schedule 4 - Temporary Steam Generator Site Easement - Tract 4 - 0 0.224 acres
Schedule 5 - Electric Services. Easement - Tract 2 - 0.155 acre aerial easement beginning at a
plane 16 feet above ground.
HOU03:859433.4
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.
San I acinto Electric
Station
lob No. 13015020P
Ref. Map 14-H-5E
Tract 3
SCHEDULE 1
Page 1 of2
Description of 7.306 acres of lan~ in the Enoch Brinson League, Abstract 5, Harris
County, Texas, being partly out of the residue of an 822. 154.-acre tract recorded in Volume 1318,
Page 364 of the Deed Records of Harris County, Texas, and partly out of the residue of a 97.477-
acre tract recorded in Volume 7034, Page 10 of said Deed Records and out of a 9.991-acre tract
recorded in Clerk's File No. N 530947 and Film Code No. 014-59-1718 of the Official Public
Records of Real Property of Harris County, Texas:
All coordinates and :bearings herein refer to the Texas Coordinate System of 1983, South
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.S.D. 42 (1986), having pub~shed coordinates of ~ (Y) = p,823,622..030 an<:l E (X) =
3,216,990.899 U.S. Survey Foot with an applied scale factor of 0.9998839. Said 7.306-acre tract
is described by metes and bounds as follows:
COMMENCING at a % inch iron pipe found at the southwest comer of said 97.477-acre tract,
having coordinates ofN (Y)= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
also on the east line of Sens Road (60 feet wide), from which a found % inch iron pipe bears
North 58 degrees 48 ~utes 36 seco~ds West, a dis~ce 9f 0.82 feet and from which.a found %
inch iron rod bears No~. 77. degrees 01 minutes.34 seconds Vvest, a di.st~ce of 1.17 feet; .
THENCE, North 86 degrees 55 minutes 32 seconds East, a distance of 2482.03 feet along the
south. line of said 97.477-acre tract, same being the south line of said 250-foot wide easement, to
a point;
THENCE, North 03 degrees 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for the southeast comer of Tract 1 and said 9.991- acre tract;
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of Tract 1 and said
9.991- acre tract, a distance of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
HOU03:859433.4
.
.
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 3
SCHEDULE 1
Page 2 of2
THENCE, North 86 degrees 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a RR spike set for a common comer of Tract 1, and a 7.306-acre tract
referred to as Tract 3, ~d the POINT OF BEGINNING having coordinates of N (Y)=
13,821,319.34 an" E (X)= 3,225,435.84;
THENCE, North 86 degrees 15 minutes 30 seconds West, with the south line of said Tract 3 and
said 9.991- acre tract, a distance of 100.72 feet to a point for comer;
THENCE, South 86 degrees 53 minutes 39 seconds West, a distance of 540.00 feet to a found
iron rod with aluminum cap stamped HL&P for the southwest comer of the herein described
tract and said 9.991- acre tract;
THENCE, North 51 degrees 40 minutes 56 seconds West, at 463.30 feet passing the common
line of said 94.477-acre tract with said 822.154 -acre tract, for a total distance of 566.79 feet to a
found iron rod with aluminum cap stamped HL&P for the northwest comer of the herein
described tract and said 9.991- acre tract;
THENCE, North 86 degrees 53 minutes 39 seconds East, with the. north line of Tract 3 and said
9.991- acre tract, a distance of 1,059.63 feet to a % inch iron rod with. plastic. cap stamped
"Reliant Energy HL&P" set for the common comer of Tract 1, 3, and 4;
THENCE, South 03 degrees 02 minutes 05 seconds East, at 75.00 feet passing the southwest
comer of said tract 4, at 119.08 feet passing the northeast corner of a 0.155-acre tract referred to
as Tract 2, at 276.83 feet passing the southeast comer of said Tract 2, for a total distance of
364.33 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 90 degrees 00 minutes 00 seconds East, a distance of 7.05 feet to a % inch iron
rod with plastic cap stamped "Reliant Energy HL&P" set for t::omer;
:THENCE, South 00 degrees 00 minutes 00 seconds West, a distance of22.33 feet to the POINT
OF BEGINNINq and containing 7.306 acres ofland. . . . ..
A survey drawing with Map Number 14-H-5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description.
HOU03:8S9433.4
.
.
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 1
SCHEDULE 2
Page 1 of3
Description of 2.6~5 acres of land in the Enoch Brinson League, Abstract 5, Harris
County, Texas, being partly out of the residue of an 822. 154..acre tract recorded in Volume 1318,
Page 364 of the Deed Records of Harris County, Texas, and partly out of the residue of a 97.477-
acre tract recorded in Volume 7034, Page 10 of said Deed Records and out of a 9.991-acre tract
. .
recorded in Clerk's File No. N 530947 and Film Code No. 014-59-1718 of the Official Public
Records of Real Property of Harris County, Texas:
,
All coordinates and bearings herein refer to the Texas Coordinate System of 1983, South
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.S:D. 42 (1986), haVing published coordinates of N (Y} = 13,82~,622.030 and E (X) =
3,216,990.899 U.S. Survey Foot with an applied scale factor of 0.9998839. Said 2.685 acre tract
is described by metes and bounds as follows:
COMMENCING at a % inch iron pipe found at the SOUthWi~St comer of said 97.477-acre tract,
having coordinates ofN 00= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 2S0-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
also on the east line of Sens Road (60 feet wide), from whi.ch a found % inch iron pipe bears
North 58 degree~ 48 minutes 3~ seconds West,.a distance of 0.82 feet and from which a found %
inch iro~ rod beai:s N<?~ 72degre~s 01 minutes 34 seconds Vvest, a distance of 1.17 feet;
THENCE, North 86 degrees 55 minutes 32 seconds East, a distance of 2482.03 feet along the
south line of said 97.477 -acre tract, same being the south line of said 250- foot wide easement, to
a point;
THENCE, North 03 degree~ 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for. the POINT OF BEGINNING. having coordinates of N (Y)=
13,821,329.76 and E (X)= 3,225,760.69, said point being the southeast comer of Tract 1 aIid said
9.991- acre tract;
HOU03:8S9433.4
:6
.,
.
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 1
SCHEDULE 2
Page 2 of3
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of Tract 1 and said
9.991- acre tract, a distance of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
THENCE, North 86 degrees 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a R.R. spike set for a common comer of Tract 1, and a 7.306-acre tract
referred to as Tract 3;
THENCE, North 00 degrees 00 minutes 00 seconds East, with the common line of said Tract 1
and 3, a distance of 22.33 feet to a % inch iron rod with plastic cap stamped "Reliant ~nergy
HL&P" set for comer;
THENCE, North 90 degrees 00 minutes 00 seconds West, with said conimon line, a distance of
7 .05 f~et to .a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, North 03 "degrees 02 minutes 05 seconds West, with said common line, at 87.50 feet
passing the southeast comer of a 0.155-acre tract referred to us Tract 2, at 245.25 feet passing the
northeast comer of said Tract 2, at 289.33 feet passing the southwest comer of Tract 4, for a total
distance of 364.33 feet to a % inch iron rod with plastic cap .stamped "Reliant Energy HL&P" set
for a common comer of Tract 1 and 4 in the north line of said 9.991- acre tract;
THENCE, North 86 degrees 53 minutes 39 seconds East, with said north line at 130.00 feet
passing the northeast comer of said Tract 4, for a total distance of 190.37 feet to a found iron rod
with aluminum cap stamped HL&P for comer;
THENCE, South 63 degrees 06 minutes 22 seconds East, a distance of 96.00 feet to a found iron
rod with aluminum cap stamped HL&P for the most northerly northeast comer of the herein
descri~ed tract and said 9.991- acre tract;
THENCE, South 03 degrees 06 minutes 21 seconds East, at 20.40 feet passing the common line
of said 97.477-acre tract with said 822.154 acre tract, for a total distance of 145.00 feet to a
found iron rod with .aluminum cap stamped HL&P for an interior comer;
THENCE, North 86 degrees, 53 minutes 39 seconds East,.a distance of 56.83 feet to a found iron
rod with aluminum cap stamped HL&P for comer;
HOU03:859433.4
.
.
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 1
SCHEDULE 2
Page 3 of 3
. .
THENCE,. South OJ degrees 06 minutes 24 seconds East, a distance of201.21 feet to the POINT
OF BEGINNING and containing 2.685 acres ofland.
A survey drawing with Map Number 14-H-5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes. and bounds description.
HOU03:859433.4
.
.
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 5
SCHEDULE 3
Page 1 of2
Description of 1:174 acres of land in the Enoch Brinson League, Abstract 5, Harris
County, Texas, being out of the residue of a 97.477-acre tract recorded in Volume 7034, Page 10
of the Deed Records of Harris County, Texas;
All coordinates and bearings herein refer to the Texas Coordinate System of 1983, South
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.S.D. 42 (1986), having published coordinates of N (Y) = 13,823,622.030 and E (X) =
3,216,990.899 U.S. Survey Foot with an applied scale factor of 0.9998839. Said 1.174 acre tract
is described by m~tes and bounds as follows: -
COMMENCING at a % in,ch iron pipe found at the southwest comer of said 97.477-acre tract,
having coordinates ofN (Y)= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
also on the east line of Sen,s Road (60 feet wide), from which a found % inch iron pipe bears
North 58 degrees 48 minutes 36 seconds West, a distance of 0.82 feet at a found % inch iron rod
bears North 72 degrees 01 minutes 34 seconds West, a distan(~e of 1.17 feet;
THENCE, North 86 degrees SS minutes 32 seconds East, a distance of 1944.94 feet along the
. south line of said 97.477 -acre tract, same being the south line of said 250- foot wide easement, to
a % inch iron rod with phl$tic cap s~ped "Reliant. Energy HL&P"- - set for the POINT OF
BEGINNING of the herein described .tract having coordmates ofN (Y)= 13,821,000.12 and E-.
(X)= 3,225,240.59 on the north line of a called 4.835- acre tract recorded in Clerk's File No. N..
711448 and Film Code No. 023 -50-3424 of the Official Public Records of Real Property of
Harris County, Texas; ;
THENCE, North 03 degrees 04 minutes 2~ seconds West, a distance of 209.51 feet to a P. K.
nail with shiner set for comer on the south side of an asphalt road;
, .
THENCE, North 87 degree~ 12 minutes 27 seconds East, with said south side of said asphalt
road, a distance of 203.59 feet to a point for comer from which a set P. K. nail with shiner bears
North 87 degrees 12 minutes 27 seconds East, a distance of 51.36 feet;
HOU03:8S9433.4
.
e
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 5
SCHEDULE 3
Page 2 of2
THENCE, South 03 degr~es 04 minutes 28 seconds East, a distance of 41.47 feet to a point for
comer;
THENCE, North 87 degrees 12 minutes 27 seconds East, a distance of 51.36 feet to a point for
comer from which a set P. K. nail with shiner bears North 03 degrees 04 minutes 28 seconds
West, a distance of 41.47 feet;
THENCE, South 03 degrees 04 minutes 28 seconds East, a distance of 166.79 feet to a % inch
iron rod with plastic cap staIDped "Reliant Energy HL&P" set for comer on the south line of said
250- foot wide easement and said north line of a called 4.835 acre tract;
THENCE, South 86 degrees 55 minutes 32 seconds West, with the south line of said easement
and the north line of said 4.835- acre tr8;ct, a distance of 254.95 feet to the POINT OF
BEGINNING and containing 1.174 acres ofland.
A survey drawing with Map Number 14-H-5E was prepared by Carter &. Burgess, Inc. in
conjUnction with this meteS and bounds description..' .
HOU03 :859433.4
.
e
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 4
SCHEDULE 4
Page 1 of2
Description of 0.224 acres of land in the Enoch Brinson League, Abstract 5, Harris
County, Texas, being out of a 9.99'I-acre tract recorded in Clerk's File No. N 530947 and Film
Code No. 014-59-1718 of the Official Public Records of Real Property of Harris County, Texas
and partly out of the residue of a 97.477-acre tract recorded in Volume 7034, Page 10 and being
partly ()u~ of the residue of an 822. 1 54-acre tract recorded in Volume 1318, Page 364 of the Deed
Records of Harris County, Texas, and being out ofa 2.685-acre tract referred to as Tract 1;
All coordinates and bearings herein refer to the Texas Coordinate System of 1983, South
. .
Centr~ . ZOne as defined in the Texas Natur~I.Resources Code, and based on .the pQsition of
H.G.C.S.D. 42 (1986), having published coordinates of N (Y) = 13,823,622.030 and E (X) =
3,216,990.899 U.S. Survey.Foot with an applied scale factor of 0.9998839. Said 0.224 -acre
tract is described by metes aild bounds as follows:
CO~NCING at a % inch iron pipe found at the southW(:st comer of said 97.477-acre tract,
having coordinates ofN (Y);= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
.also o~ the eaSt l~e of Sens Road (60 feet wide), from which a found % inch iron pipe bears
North 58 degrees 48'minute~ 36 seconds West, a distance of 0.82 feet and from which a foUnd % .
inch iron rod bears North 72 degrees 01 minutes 34 seconds West, a distance of 1.17 feet;
THENCE, North 86 degrees 55 minutes 32 seconds East, a distance of 2482.03 feet along the
south line of said 97.477-acre tract, same being the south line of said 250-foot wide easement, to
a point;
THENCE, North 03 degrees 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for the southeast comer of Tract 1 and said 9.991- acre tract;
HOU03:859433.4
.
e
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 4
SCHEDULE 4
Page 2 of2
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of said Tract 1 and
said 9.991- acre tract, a distance of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
THENCE, North 86 degre,es 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a R.R. spike set for a common comer of Tract 1, and a 7.306-acre tract
referred to as Tract 3;
THENCE, North 00 degrees 00 minutes 00 seconds East, with the common line of said Tracts 1
and 3, a distance of 22.33 feet to a % inch iron rod with plastic cap stamped "Reliant Energy
lll..&P" set for comer; I
THENCE, North 90 degrees 00 minutes 00 seconds West, with said common line, a distance of
7 .05 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
'THENCE, North 03 degrees. 02 minutes 05 seconds West, with said cOInmon line,.a distance of
289.33 feet to a P. K. nail with shiner set for the POINT OF BEGINNING of.the herein
described tract having coordinates ofN (Y)= 13,821,630.56 and E (X)= 3,225,413.48;
THENCE, North 03 degrees 02 minutes 05 seconds West, with said common line, a distance of
75.00 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for a
common comer of Tracts 1,3, and 4 in the north line of said 9.991- acre tract;
THENCE, North 86 degrees 53 minutes 39 seconds East, with said north line, a distance of
130.00 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, South 03 degrees 02 minutes 05 seconds East, a distance of 75.00 feet to a % inch iron
rod with plastic cap stamped "Reliant Energy HL&P" set for .comer;
. .
'.' . .
. .THENCE, South .86 degrees.53 minutes 39seconds West, a distance of 130.00.fe~t to th~
POINT OF BEGINNING and containing 0.224 acres ofland.
A survey drawing with Map Number 14-H-5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds description. '
HOU03:8S9433.4
e
e
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 2
SCHEDULE 5
Page 1 of2
Description of 0.155 acres of land in the Enoch Brinson League, Abstract 5, Harris
County, Texas, being out of a 9.991-acre tract recorded in Clerk's File No. N 53~947 and Film
Code No. 014-59-1718 of the Official P.ublic Records of Real Property of Harris County, Texas
and partly out of the residue of a 97.477-acre tract recorded in Volume 7034, Page 10 of said
Deed Records and being out ofa 7.306-acre tract referred to as Tract 3;
All coordinates and bearings herein refer to the Tex.as Coordinate System of 1~83, South
Central Zone as defined in the Texas Natural Resources Code, and based on the position of
H.G.C.~.D. 42 (1986), having published coordinates of N (Y) = 13,823,622.030 and E (X) =
3,216,990.899 U.S. Survey Foot with an applied scate fa(~tor of 0.99~8839. Said 0.155 -acre
tract is described by metes and bounds as follows:
COMMENCING at a % inch iron pipe found at the southwest comer of said 97.477-acre tract,
haying coordinates ofN (Y)= 13,820,895.82 and E (X)= 3,223,298.68 same being the southwest
comer of a 250-foot wide easement described as Way No.2 recorded in File D332601 and Film
Code 129-23-2583 of the Official Public Records of Real Property of Harris County, Texas and
also on the east line of Sens Road (60 feet wide), (rom which a found % inch iron pipe bears
North 58 degrees 48 minutes 36 seconds West, a distance of 0.82 feet and from which a found %
inch iron ro.d bears North 7'). degre~s.OI ~inutes ~4 seconds West, a distance of 1.17 feet;
. .
TIffiNCE, North 86 degrees 55 minutes 32'seconds East, :a distance of' 2482.{)3 feefalorig the
south line of said 97.477-acre tract, same being the south lin.e of said 250-foot wide easement, to
a point;
THENCE, North 03 degrees 04 minutes 28 seconds West, a distance of 301.31 feet to a chain
link fence post found for the southeast comer of Tract 1 and said 9.991- acre tract;
THENCE, South 86 degrees 53 minutes 39 seconds West, with the south line of said Tract 1 and
said 9.991- acre tract, a distance of 265.00 feet to a found iron rod with aluminum cap stamped
HL&P;
HOU03:859433.4
.
-
'to
San Jacinto Electric
Station
Job No. 13015020P
Ref. Map 14-H-5E
Tract 2
-'
SCHEDULES
Page 2 of2
THENCE, North 86 degrees 15 minutes 30 seconds West, continuing with said south line, a
distance of 60.40 feet to a R.R. spike set for a common comer of Tract 1, and a 7.306-acre tract
referred to as Tract 3;
THENCE, North 00 degrees 00 minutes 00 seconds East, with the common line of said Tract 1
and 3, a distance of 22.33 feet to a % inch iron rod with Illastic cap stamped "~eliant Energy
HL&P" set for comer;
THENCE, North 90 degrees 00 minutes 00 seconds West, with said common line, a distance of
7 .05 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, North 03 degrees 02 minutes 05 seconds West, with said common line, a distance of
87.50 feet to a % inch iron rod with plastic cap stamped "Reliant Energy HL&P" set for the
POINT OF BEGINNING having coordinates of N (Y)= 13,821,429.05 and E (X)=
3,225,424.17;
THENCE, North 70 degrees 33 minutes 36 seconds West, a distance of 52.41" feet to a % inch
iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, North 02 degrees 50 minutes 58 seconds West, a distance of 121.74 feet to a % inch
iron rod with plastic cap stamped "Reliant Energy HL&P" set for comer;
THENCE, North 68 degrees 34 minutes 19 seconds East, a distance of 50.62 feet to a PK nail
with shiner set for comer on the common line of said Tract 1 and 3;
THENCE, South 03 degrees 02 minutes 05 seconds East, with said common line, a distance of
157.75 feet to the POINT OF BEGINNING and containing 0.155 acres ofland.
A survey drawing with Map Number 14-H -5E was prepared by Carter & Burgess, Inc. in
conjunction with this metes and bounds descriptipn. .. ..
HOU03:859433.4
1. V
~ .,,~
1.