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HomeMy WebLinkAbout2007-IDA-12A Altom Transport, Inc- name change' mop NO. 2007-IDA-/V*I'A ' 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 ALlLn4 Tr-#i_15 FnZ J-0 iNe- a TcLI.A10t 5 corporation, h reinafter called "COMPANY", W I T N E S S E 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 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 "District", such 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"); and said Land being more particularly shown on a plat attached as Exhibit "B", which plat describes 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; and WHEREAS, City desires to encourage the of industrial plants within said Districts desires to enter into this Agreement with Ordinance adopted by the City Council of said the official minutes of said City: expansion and growth and for such purpose Company pursuant to City and recorded in FINAL DRAFT: November 1, 2007 1 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 City referred to above, City and Company hereby agree with each other as follows: I. 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 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 have 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 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 render 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" E 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 necessity appraise the entire (annexed and unannexed) Land, improvements, and tangible personal property. 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. A. The properties upon which the "in lieu of" taxes are assessed are more fully described in subsections 1, 2, and 3 of subsection C, 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. Property included in this Agreement shall not be entitled to an agricultural use exemption for purposes of computing "in lieu of taxes" hereunder, B. On or before the later of December 31, 2008, or 30 days from mailing of tax bill and in like manner on or before each December 31st thereafter, through and including December 31, 2019, Company shall pay to City an amount of "in lieu of taxes" on Company's Property as of January 1st of the current calendar year ("Value Year"). C. Company and City agree that the following percentages ("Percentage Amount") shall apply during each of the Value Years: Value Year 2008: 62* Value Year 2009: 6211 Value Year 2010: 62* Value Year 2011: 62* Value Year 2012: 62%- Value Year 2013: 62%- Value Year 2014: 631k Value Year 2015: 63W Value Year 2016: 63%- Value Year 2017: 63* Value Year 2018: 63W Value Year 2019: 63% Company agrees to pay to City an amount of "in lieu of taxes" on Company's land, improvements and tangible personal property in the unannexed area equal to the sum of: 3 1. Percentage Amount 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, , and each January 1 thereafter of the applicable Value Year during the term of this Agreement, (excluding amounts which would be so payable with respect to any Substantial Increase in value of such Land and improvements to which subparagraph 2, below applies), had been within the corporate limits of City and appraised 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, 2007, 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 Twenty-five percent (25%), if construction is completed in Value years 2008 through 2013; and Twenty percent (20%), if construction is completed in Value years 2014 through 2019, 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. In the case of new construction which is completed in Value Year 2016 or later, and provided, further, that City and Company enter into an Industrial District Agreement after the expiration of this Industrial District Agreement, then, and in such events, such new construction shall be entitled to additional Value Years under the new Agreement at a Twenty percent (20%) valuation under this subparagraph (a), for a total of six (6) Value Years, but not extending beyond Value Year 2022. (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 (5W) of the total appraised value of Land and improvements, on January 1, 2007; or a cumulative value of at least $3,500,000.00. 4 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, 2007, an amount equal to the amount of the depreciation will be removed from the calculation under this subparagraph 2 to restore the value to the January 1, 2007, value; and 3. Percentage Amount 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, (including inventory in a federal Foreign Trade Zone and including Freeport exempted 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, 200s, and each January 1 thereafter of the applicable Value Year during the term of this Agreement, (excluding amounts which would be so payable with respect to any Substantial Increase in value of such tangible personal property to which subparagraph 2, above applies), had been within the corporate limits of City and appraised each year by the City's independent appraiser, 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. 4. Notwithstanding the above, should City elect to grant the freeport inventory exemption authorized by Article VIII, Section 1-j of the Texas Constitution and Section 11.251 of the Texas Property Tax Code to taxpayers within the City limits, then the freeport inventory exemption shall apply to parties to this Agreement. Further, should inventory or any other class or type of property become exempt from taxation by constitutional amendment or act of the Texas Legislature (including, but not limited to, Article VIII, Section 1-n, of the Texas Constitution and Section 11.253 of the Texas Property Tax Code), such class or type of property shall be exempt for purposes of this Agreement, unless the City Council of the City of La Porte shall by Ordinance provide for the continued taxation of such property under the authority of any applicable provisions of the Texas Constitution and Texas Statutes. 5 S. City and Company acknowledge circumstances might require the City to provide emergency services to Company's Property described on Exhibit "A" attached hereto. Emergency services are limited to fire, police, and public works emergency services. if Company is not a member of Channel Industries Mutual Aid Association (LIMA), Company agrees to reimburse City for its costs arising out of any emergency response requested by Company to Company's property, and to which City agrees to respond. If Company is a member of LIMA, the obligations of Company and City shall be governed by the LIMA agreement, to which agreement City is a party. IV. This Agreement shall extend for a period beginning on the 1st day of January, 2008, and continuing thereafter until December 31, 2019, unless 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, 2019, the agreement of City not to annex property of Company within the District 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. kio 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 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 2 Company shall have the right to take all legal steps desired by it to reduce the same. Notwithstanding such protest by Company, and except as otherwise provided in Article VI(B), Company agrees to pay to City on or before the date therefore 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 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, or City shall make payment to Company of any refund due, as the case may be, 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) calendar days of receiving City's invoice, 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 faith negotiations in an attempt to reach an agreement as to the market value of Company'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 submit the dispute to final arbitration as provided in subparagraph 1 of this Article 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 written valuation-& statement 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 "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 "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 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 available 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 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 for delinquent taxes. VIII. This Agreement shall inure to the benefit of and be binding upon City 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 enters into a renewal of any 8 existing industrial district agreements after the effective date hereof and while this Agreement is in effect, 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 restrictive of Company's business activities. Without such agreement neither party hereto would enter into this Agreement. In the event any one or more words, phrases, clauses, sentences, paragraphs, sections, articles or other parts of this Agreement or the application thereof to any person, firm, 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, 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 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. XII. Notices by a party to the other party hereto, shall be mailed or delivered as follows: To the City of La Porte: City Manager City of La Porte 604 West Fairmont Parkway La Porte, TX 77571 To Company: A_GTf)rn TfLMnspoZ-f, W. (COMPANY) Attention 1 oi)g2w Department Si Pk. 1PA6AMAA _ TX 7-75-0 Company shall promptly notify City of any change of ownership of Property, any assignment of this Agreement, and of any change of billing address. Company shall notify City annually, on or before June 1, of any changes to the following information: 9 Plant Manager Name: Address: Phone: Fax: Email: Tax Agent/Billing Contact Name: Address: pp [3ok 3g 3 U M we I T, VC Phone: 0-32�-S9o3 Eyr 23� Fax: 7o 8 qq L - q (, 3tn Email: U ACL, J cD {}LTDMT,Z►4rISP0 -r. COW -C.0'q ENTERED INTO effective the 1st day of January, 2008. (COMPANY By: Name: Title: Address: y71)n_ _Aa --L j Pm 4D E, A r X 7 7 SQ 7 -ATTEST: -1'4JCQ1q'EA4 By. - City Secretar ;APPROV D: Knox W. Askins pity Attorney City of La Porte P.O. Box 1218 La Porte, TX 77572-1218 281.471.1886 281.471.2047 fax knoxaskins@comcast.net CorbyCtAlexander City Madiager CITY OF LA PORTE 604 West Fairmont Parkway La Porte, TX 77571 10 STATE OF TEXAS ' COUNTY OF HARRIS ' This instrument was acknowledged before me on the 10"' day of o Sk , 20 12, by 'terry Qoda�y r Vet¢, IOr�s� dam+ erci-h c-,s of corporation, a 37I '.,o;s corporation, on behalf of said entity. Notary P lic, S a e of Te as oe�oomoo EUNICEJOCELYN GONZALEZ Notary Public * + STATE OF TEXAS My Comm. Exp. 06-M16 STATE OF TEXAS COUNTY OF HARRIS ' T is instrument was acknowledged before me on the)-4� day of 20a, by Louis R. Rigby, Mayor of the City of La torike, a municipal corporation, o beha�of aid entity. -� SHELLY 0 SIMON My Commission Expires November 1, 2015 ry /?gbl`i-e, /State/ of Texas 11 "EXHIBIT All (Metes and Bounds Description of Land) 12 WD ETC Y 20120349420 08/02/2012 ER $32.00 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED WITH VENDOR'S LIEN Date: USt , 2012 N Grantor: DTMT One, LLC, a Texas limited liability company 0) C) N Grantor's Mailing Address: 2780 Skypark Drive, Suite 410 Torrance, California 90505 00 Grantee: Altom Transport, Inc., an Illinois corporation 1 EE co Grantee's Mailing Address: '1 3 C1 L� er i4 `T t . O 1nn. ran �' . L _ t9056 (Y W Consideration: $10 and other good and valuable consideration, the receipt of which is acknowledged and the execution and delivery by Grantee of a note of even date in the principal amount of ASG $2,030,000 ("Note") payable to the order of Prosperity Bank 1EE ("Lender"). The Note is secured by a first and superior vendor's I OR lien ("Vendor's Lien") and superior title retained in this deed and transferred to the Lender and by a first lien deed of trust of even date from Grantee to D v t A ?_ &k Yy-"CL n Trustee. Property (including improvements and appurtenant easements, if any): 8.7018 acres of land, more or less, out of Restricted Reserve B Replat, Bayport North Industrial Park Partial Replat No. 1, according to the Plat at Film Code No. 516298, Harris County Map Records and being more particularly described on Exhibit A attached to this Deed, together with: (i) all buildings, improvements and fixtures; and (ii) all rights, privileges, and appurtenances pertaining to the Property, including Grantor's right, title, and interest in any adjacent streets, alleys, strips, gores, and rights -of -way. Reservations from Conveyance: None in this deed. Exceptions to Conveyance and Warranty: Subject to those easements, conditions, rights -of -way, restrictions, reservations (excluding conveyance of the surface C:1Users\cmig\AppDataU_ocal\Microsoft\Windows\Temporary Intemct Files\lpontent.0utlook\3FWRJ3ZP\298319 (2).doc 7/30/2012 M O N 00 C� M O n estate and liens created by the Grantor, but only to the extent that same are applicable to and enforceable against the Property, as well as taxes for the current year which Grantee assumes and agrees to pay and subsequent assessments for the current year and prior years due to changes in land usage or ownership (subsequent to the Effective Date), or both, the payment of which Grantee assumes. Grantor, for the consideration and subject to the Reservations from Conveyance and Exceptions to Conveyance and Warranty, grants, sells and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold unto Grantee and Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor hereby binds Grantor and Grantor's heirs, executors, administrators, and successors and assigns to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through or under Grantor but not otherwise, except as to the Reservations from Conveyance and Exceptions to Conveyance and Warranty. But it is expressly agreed that the Vendor's Lien, as well as superior title in and to the Property, are retained against the Property, premises and improvements until the Note and all interest thereon are fully paid according to the face, tenor, effect and reading of the Note, when this Deed will become absolute. Lender, at the instance and request of Grantee, has advanced and paid in cash to Grantor that portion of the purchase price of the Property which is evidenced by the Note. The Vendor's Lien, together with the superior title to the Property, are retained for the benefit of Lender and are TRANSFERRED AND ASSIGNED to Lender without recourse against Grantor. The Grantee acknowledges that certain `Hazardous Materials" and "Toxic Substances", as those terms are commonly understood, are being removed from the Momentum Equipment and that "Hazardous Materials" and "Toxic Substances" may have been placed on, stored or disposed of on the Property as a result of the activities of prior occupants on the Property. The Grantee accepts the Property "AS IS WHERE IS, WITH ALL FAULTS" in its current condition and acknowledges that the Grantor has no liability or responsibility to remediate, remove, or otherwise clean up any "Hazardous Material" or "Toxic Substance" placed on, stored or disposed of on the Property by prior occupants. The Grantee acknowledges that it has been given access to the Property and that: (a) it has investigated and is familiar with the activities of the prior occupants on the Property related to the equipment abandoned on the Property by the prior occupants ("Abandoned Equipment"); and (b) it has investigated and is familiar with the "Hazardous Materials"/ "Toxic Substance" remediation activities related to the Abandoned Equipment or the remediation of "Hazardous Materials" or "Toxic Substances" which may be present on the Property as a result of the prior occupants. Grantor and Grantee have as of the date of the deed, prorated property taxes based upon (i) the 2011 taxes; and (ii) the period of ownership of Grantor and Grantee during 2012. Grantor and Grantee will readjust the proration of 2012 year property taxes when the final taxable value of the Property and the tax rate for the year has been established. Grantor and Grantee by their delivery and acceptance of this deed have agreed to pay or refund, as applicable, within 10 days of receiving notice, the difference C:\Users\Public\Documents\doc06\298319.doc 7/30/2012 between the estimated tax proration between Grantor and Grantee based on 2011 tax rate and value and the actual proration of taxes based on the 2012 value and tax rate applicable to the Property. When the context requires, singular nouns and pronouns include the plural. DTMT One, LLC, a Texas ' e 1a 1 company - 1OR or, Don L. Tuffli, Manager EXIIIBIT LIST: Exhibit A ---- ------------ Property Description d' O� N THE STATE OF4ECaI' I COUNTY OF .1� § M fi a; This instrument was acknowledged before me on the 31t day of , 2012 by Don L. Tuffli, the Manager of DTMT One, LLC. co O HANIF THAKOR [Y Commission 1977067 Notary Public, State of C.a j irr) W a �'s' Notary Public California i z �-�� Los Angeles County M Comm. Expires May 31. 20161 Return to: C:\Users\craig\AppData\Local\Microsoft\Windows\Temporary lntemet Files\ContentOutlook\3FWRJ3ZP\298319 (2).doc 7/30/2012 co O W PROPERTY DESCRIPTION C:\Users\cmig\AMData\Locat\Microsott\Windows\Temporary Intemet Files\ConteatAutlooLA3FWRJ3ZP\298319 (2).doc 7/30/2012 co O (V 00 co O R Exhibit A All that certain 8.7018 acres of land being out of Restricted Reserve "B" Replat, Bayport North Industrial D Park Partial Replat No. 1 according to the plat thereof filed at Film Code No. 516298, Harris County Map Records, also being out of that certain called 45.59 acre tract of land described in a deed dated 11-08- 1999 from Don L. Tuffli, Trustee to Bayport North Industrial Park, L.P. filed for record in the Official Public Records of Real Property of Harris County, Texas, at Clerk's File No. U-074536, Film Code No. 529-10- 2596 being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8" iron rod with cap located in the west right-of-way line of New West Drive (60' wide) at its intersection with the south right-of-way line of New Decade Drive (60' wide); THENCE S 030 06' 23'. E - 819.99', with the east line of the aforementioned Reserve "B" to a found 5/8" iron rod with cap for corner; THENCE S 870 27' 55" W - 435.00', with the south line of said Reserve "B" also being the north line of a certain tract of land described in a deed to Bayport Rail Leasing Corp. filed for record in the Official Public Records of Real Property of Harris County, Texas, at Clerk's File No. T-371930, Film Code No. 522-14- 1158 to a found 5/8" iron rod for corner; THENCE N 030 06' 23' W - 597.09', with the southerly west line of the said Reserve "B" to a found 5/8" iron rod for corner; THENCE S 890 29' 31" E - 10.00', with the southerly north line of said Reserve "B" to a found 5/8" iron rod for corner; THENCE N 030 06' 23" W - 279.19', with the northerly west line of the said Reserve "B" to a found 5/8" iron rod with cap for corner; THENCE in an easterly direction N 860 53' 37" E - 425.00' to a found 5/9' iron rod with cap for corner; THENCE with the aforementioned west right-of-way line of New West Drive S 03' 06' 23" E - 60.00' to the POINT OF BEGINNING and containing 8.7018 acres (379,051 square feet) of land, more or less. O N 00 rn cy") O 0 20120349420 # Pages 6 08/02/2012 14:44:12 PM e-Filed & e-Recorded in the Official Public Records of HARRIS COUNTY STAN STANART COUNTY CLERK Fees 32.00 RECORDERS MEMORANDUM This instrument was received and recorded electronically and any blackouts, additions or changes were present at the time the instrument was filed and recorded. Any provision herein which restricts the sale, rental, or use of the described real property because of color or race is invalid and unenforceable under federal law. THE STATE OF TEXAS COUNTY OF HARRIS I hereby certify that this instrument was FILED in File Number Sequence on the date and at the time stamped hereon by me; and was duly RECORDED in the Official Public Records of Real Property of Harris County, Texas. �\ COUNT CLERK NARM COUNTY, TEXAS "EXHIBIT 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,) 13 `i.. ;.':s � � k - ` � '��; �J � =z �z�- i c '�y � - ?: _ �` I �� � `� i .. ,. I ,� - _ i i r, ;_ i ,a __. _ _ I :� — j "EXHIBIT C" Page 1 of 3 RULES AND REGULATIONS 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 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 public right-of-way. cZ Freestanding identification signs for single tenant buildings shall not exceed 150 square feet in area. cz 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. cZ Freestanding identification signs shall not exceed 45 feet in height. (Z 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. 14 "EXHIBIT C" Page 2 of 3 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. c) A screening plan, 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 with 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 b and 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 development that is to the rear of or behind existing facilities. In all cases the 50' strip, along the 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. d) In the case of land contiguous to Fairmont Parkway, in addition to the other requirements of these Rules and Regulations, Company shall dedicate to City by Plat a ten foot (101) wide pedestrian and bicycle easement, extending along Company's Fairmont Parkway boundary, within the fifty foot (501) landscape easement. The pedestrian easement shall not be within any pipeline facility, except for necessary crossings. 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. "EXHIBIT C" Page 3 of 3 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.