HomeMy WebLinkAboutPORT CROSSING LAND, LPAMENDED DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("Agreement") is entered into between Port Crossing
Land, LP; a Texas limited partnership ("Owner -Developer"); their Successors and Assigns,
including the "Other Owners" (hereafter defined) and the CITY OF LA PORTE, TEXAS, a
Texas Municipal Corporation ("City") on the OfTclay of 2015.
Recitals
This agreement amends the previous version of this agreement approved by the City Council on
September 11, 2006.
Owner -Developer is developing an approximately 300-acre tract in the City of La Porte, as the
Port Crossing, which is referred to as the Tract and defined hereinafter in Article 1. Owner -
Developer and the Other Owners are developing the Tract, presently zoned PUD, for retail,
commercial, and business park with some industrial uses. Owner -Developer and the Other
Owners shall construct municipal utilities, including streets, a water distribution system,
wastewater collection system, and the storm drainage/detention system that will connect with the
existing City of La Porte and other regional systems in accordance with development regulations
and policies of the City, Harris County, and Harris County Flood Control District.
Powell Road Logistics, L.P. ("Powell Road Logistics"), a Texas limited partnership, National
Property Holdings, L.P., a Texas limited partnership, Del Piso Investments, LLLP, a Arizona
limited liability partnership and FLPCW, LP, a Texas limited partnership, (collectively, the
"Other Owners"), the owners of certain tracts of land also containing a total of approximately 63
acres out of the Tract are joining in this Agreement for the purpose of confirming their
agreement to develop their respective portions of the Tract pursuant to the provisions of this
Agreement.
The City has required, and Owner -Developer and the Other Owners have agreed, that the Tract
will be developed in accordance with the General Plan approved by the City (as defined below
and attached hereto).
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, obligations, and benefits
contained herein, the City and Owner -Developer agree as follows:
ARTICLE I. DEFINITIONS AND EXHIBITS
1.1 Definitions. Unless the context indicates otherwise, the following words as used in this
Contract shall have the following meanings:
City means the City of La Porte, Texas.
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General Plan means the plan forthephysical development and use of the Tract as defined herein
and approved by the City on .24 1Nday of flvv 2015, and as it may be amended from time to
time..
Owner -Developer means Port Crossing Land, LP or their assigns or succeeding developers (or
their designated agent or agents).
Tract means the approximately 300 acres of land to be developed by Owner -Developer as
described in Exhibit A.
1.2 Exhibits. The following exhibits attached to this Contract are a part of the Contract as
though fully incorporated herein:
Exhibit A - Special Conditional Use Permit #15-91000004 ("SCUP"), as it may amended from
time to time.
Exhibit B - General Plan
Exhibit C - Land Use Exceptions
Exhibit D - Recorded Declaration of Restrictive Covenants for Port Crossing applicable to all
construction and uses.
Exhibit E- Traffic Control Plan
ARTICLE II. GENERAL PLAN AND LAND USE
2.1 General Plan and Land Use. Owner -Developer and Other Owners shall develop their
respective portions of the entire Tract in accordance with the General Plan, SCUP and this
Agreement approved by the City. The General Plan is attached as Exhibit B and additional Land
Use Restrictions are provided for in paragraph 2.3. The Owner -Developer and Other Owners
shall only be responsible for compliance with the General Plan, SCUP and this Agreement with
respect to their respective portions of the entire Tract.
2.2 Amendments. The City acknowledges and Developer represents that Developer's intent
is to develop the Tract as a predominantly commercial PUD development, with some industrial
components consistent with City's Land Use Plan subject to certain exceptions listed below.
Developer or Developer's successors shall provide appropriate amenities and support facilities as
set forth on the General Plan, which is attached to this Agreement. City acknowledges that
Developer intends to develop the Tract in phases, and that all development shall be consistent
with the Special Conditional Use Permit (SCUP), the General Plan, and this Agreement. Should
Developer determine that the General Plan needs to be amended, Developer shall submit an
application for amendment of the Special Conditional Use Permit, which said application shall
be processed consistent with this Agreement, the current General Plan, and the Zoning
Ordinance of the City of La Porte, as the same may be amended from time to time. Amendments
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to the General Plan, the Special Conditional Use Permit, and/or this Agreement shall be in
writing.
2.3 Additional Land Use Restrictions. Owner/Developer agrees to conform all
development and improvements to the Tract to the City's Code of Ordinances and established
policies, and further agrees that land uses shall be further restricted according to Exhibit C,
except for the permitted uses authorized by Exhibit "C".
ARTICLE III. RESTRICTIVE COVENANTS
3.1 Development of Restrictive Covenants. Owner -Developer has developed a Draft
Declaration of Restrictive Covenants for Port Crossing, which are attached to this Agreement as
Exhibit "D". These protective covenants and deed restrictions will apply to and be binding upon
the Tract, and shall be in form substantially similar to Exhibit "D". The covenants and deed
restrictions have been approved by the City and have been recorded concurrently with each
recorded plat.
ARTICLE IV. TERMINATION
4.1 Term. This Agreement shall have a term commencing on the date first written above,
and continuing until the date in which all portions of the Tract have been platted and developed
(with construction of all streets and utilities on the Tract as reflected by the Plat completed or
installed and financed by the Owner -Developer.
Failure of Owner -Developer to begin construction in accordance with the Special Conditional
Use Permit as scheduled under the terms of the Special Conditional Use Permit, shall terminate
this Agreement. Owner -Developer may, before the expiration of one year, request an extension
of time from the Planning and Zoning Commission, in the event that construction has not started
in accordance with the Special Conditional Use Permit.
ARTICLE V. OPEN SPACE/TRAIL, BUFFERING AND BEAUTIFICATION
5.1 Open Space/Pedestrian System. The Owner -Developer shall provide common open
space as shown in the General Plan, including any required public sidewalks within the rights -of -
way noted on the Plat on at least one side of each street, together with landscaping adjacent to
such sidewalks pursuant to the landscape plan approved by the City.
In coordination with the Owner -Developer and the Harris County Flood Control District, the
City will accept the drainage and detention facilities as public domain with right of entry,
Maintenance of said facilities will rest solely with the Owner -Developer and the property
owner's association governing the Tract.
5.2 Buffering and Beautification. The Owner -Developer shall implement a uniform and/or
compatible landscape plan for all phases of the entire project that will address landscaping
provisions not only adjacent to Wharton Weems Blvd. and Powell Road, but also within the
building setbacks and landscape easements or reserves throughout. A Landscape Buffer (a
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minimum of 50' wide) shall be provided along the west side of Powell Road and shall include
landscaping materials compatible with the Declaration of Restrictive Covenants. A landscape
buffer, a minimum of 50' wide, will also be provided along State Highway 146. Landscape
reserves shall also be included adjacent to all roadways, including the east side of Powell; but
rather than screen, shall be landscaped compatible with the ultimate use of that adjacent property
A row of standard automobile parking stalls is permitted within the Landscape Buffer subject to
the following criteria:
i. Shrubs are required in the Landscape Buffer within 10' of any parking area _adjacent to
the right-of-way and shall be spaced at three feet on center. At maturity, shrubs in a
required Landscape Buffer should form a continual evergreen hedge or row of 36 inch in
height.
ii. A planter at the ratio of one for every ten parking spaces is required.
iii. Planters (minimum 135 square feet) shall not abut on more than two sides of required
perimeter landscape area. Each required planter shall have one shade tree. Trees shall be
dispersed throughout the parking lot to maximize the shading effect on the parking
spaces. These trees are exclusive of trees planted around the perimeter of the parking lot.
5.3 Siguage. The Owner -Developer shall comply with the sign standards policy, as part of
the recorded Declaration of Restrictive Covenants (Exhibit "D") consistent with the City's Code
of Ordinances as guidance to insure effective and uniform signage is employed throughout the
project. This policy will include uniform and/or compatible project identification monuments,
business signage, street and other traffic directional devices conforming to the Tract's traffic
control plan and deed restrictions.
5.4 Ownership and Maintenance. Ownership of the landscape buffers, reserves and
easements will be held by fee ownership of adjoining property or by the Property Owners
Association (POA), subject to conditions of the deed restrictions and landscape plan. The
maintenance of the buffers, reserves and easements will be the responsibility of the contiguous
property owners pursuant to provisions of the deed restrictions, enforced by the POA.
ARTICLE VI. SCHEDULE
6.1 Schedule. The Owner -Developer or Other Owners, as applicable, shall establish a
specific schedule for the development of and construction improvements on the Tract with the
end user(s). However, in lieu of and as the basis of that detailed schedule, the following work
program is anticipated:
Initiation of a complete engineering study, including drainage and preliminary
infrastructure design.
Detailed engineering design for Phase One, being all or a substantial part of the area
identified herein as Section One. This would include a rail connection to the main line
and a minimum spur connection to the first building anticipated, water and sanitary sewer
service, initial drainage, and detention to accommodate Phase One;
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• Construction of Wharton Weems Blvd., Powell Road, and Export Drive shall be
completed in accordance with the Traffic Study recommendations or as needed for
development proposes;
• Initiation of procedure to abandon and relocate a portion of Powell Road, south of the
projection of Wharton Weems Blvd. within one (1) year of SCUP approval;
• Platting, site plan, and detailed engineering plan review by the City of La Porte and
others;
• Initiation of construction pursuant to item 6.1 above, identified as Phase One; and
• Continuation of remainder of development as rapidly as market demands.
ARTICLE VII. FIRE PROTECTION, HAZARDOUS MATERIALS & SAFETY
7.1 Hazardous Materials. The Owner -Developer agrees no hazardous materials as
identified in state and federal standards (NEPA) as well as City Fire Code, shall be stored on site.
Compliance will be enforced by the POA in concert with the City.
ARTICLE VIII. TRAFFIC CONTROL PLAN
8.1.1 Traffic Control Plan. The Owner -Developer has established a Traffic Control Plan
(shown on the attached Exhibit "E") for the entire project to regulate to the extent practical
project -generated vehicular traffic. In Section One, based on the target market use, the Traffic
Control Plan will include designated truck routes to and from the site, segregation of automobile
traffic, limitation of access from public streets (driveways) and utilization of common cross
easements between tracts for internal circulation.
8.2 Truck Traffic. This controlled traffic will ultimately be directed to State Highway 146
via Powell Road to Wharton Weems Blvd., to standards approved by Harris County as shown on
Exhibit "B" - General Plan. Project driveways will be constructed to induce proper directional
movement to preempt to the extent practical northbound traffic on Powell Road. This will be
complemented by traffic signage as appropriate. In addition, Owner -Developer shall employ
routing plans, driver instruction, and other controls as necessary to obtain compliance of carriers,
employees, and regular contractors or service vendors.
8.3 Driveway Access. The Owner -Developer shall establish driveway access controls that
shall be controlled through restrictive covenants, architectural controls and City Site Plan review.
This will include conditions and design standards consistent as to size, but fewer in number as
established in TxDOT Driveway Manual, Harris County, Texas, and the City Zoning Code (106-
835) pursuant to specific site plan review. Unless otherwise approved during review of
preliminary plats and the Plat, driveways along SH146 entering this Tract shall be limited to a
total of eighteen (18), but in all cases, each individual reserve with frontage on SH146 shall have
at least one opening. Provision shall be made, where practical, for internal cross -access
easements to maximize ingress, egress and circulation to minimize congestion on public rights -
of -way and to encourage traffic to be directed to Wharton Weems Blvd. interchange.
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8.4 Transportation Issues The Developer shall continue to work with the City, Harris
County and other public and private sector interests to implement the timely study and/or
construction of transportation components.
ARTICLE IX. SITE RAIL TRAFFIC
9.1 Site Rail Traffic. The Other Owners and/or Rail Logix, LP ("Rail Logix"), a Texas
limited partnership, an affiliate of one of the partners of Owner -Developer, as applicable, will
continue to work with City and such parties' rail consultants, as evidence of the commitment to
the City to improve rail efficiency in the area, reduce conflicts at Fairmont Parkway, and
potentially decrease current rail impacts. On -site rail facilities and operations shall be controlled
by Rail Logix in order to maximize rail efficiency and minimize peak hour conflicts with
vehicular traffic at Fairmont Parkway. Owner — Developer, Other Owners and Rail Logix agree
and acknowledge that the rail yard as depicted on the General Plan shall be limited to a
maximum of 22 rail lines and that no rail lines or sidings will extend to the east side of Powell
Road.
ARTICLE X. UTILITIES, DRAINAGE
10.1 Utilities, Drainage. The Owner -Developer shall design and construct adequate water,
wastewater, and drainage facilities to serve each phase of this project in accordance with City
requirements and as further defined by this Agreement. As to water and sanitary sewer, this
would include a water system that would deliver 4-6,000 gallons per minute necessary for
sprinklered fire protection with a loop connection to the 16" main on the east side of S.H. 146
and a gravity wastewater disposal system that flows into a 60" trunk Tine on "K" street south of
Fairmont Parkway.
The Developer will provide a drainage study for the Tract. The study and design of drainage
improvements shall meet the requirements and approval of the City and Harris County Flood
Control District. Owner -Developer's representative agrees to meet with City, prior to design of
Public utilities, to discuss design criteria standards and policies. City shall approve all
construction plans and specifications for public improvements in accordance with the applicable
Public Improvement Criteria Manual.
ARTICLE XI. BUILDING LINES
11.1 Building Lines. The Owncr-Developer shall establish building lines appropriate to the
use, but not less than those prescribed in the City Code of Ordinances in effect on September I I,
2006. Within the industrial Land Uses area west of Powell Road there will be a landscaped 50-
foot buffer and building line along Powell Road. Similarly, along State Highway 146, a 50-foot
landscape buffer and building line shall be maintained. These respective 50- foot landscape
buffers shall be kept free from all other uses with the exception of signage, drainage and
detention improvements, and approved drives, parking and entrances. Owner -Developer agrees
that other building lines will be either equal to or greater than that required by the zoning
ordinance in effect on September 11, 2006, for the land use shown and shall be based on site use
and orientation of the improvements or as shown on the General Plan.
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ARTICLE XII. MISCELLANEOUS
12.1 Sale of Tract; Assignability. Any contract by Owner -Developer to sell the entirety or
any portion of the Tract to a person or entity intending to develop the tract or such portion
thereof (a "Successor Developer," whether one or more) and any instrument of conveyance for
the entirety or any portion of the Tract to such Successor Developer shall recite and incorporate
this recorded Contract and exhibits hereto and provide that this Contract be binding on such
Successor Developer.
12.2 Force Majeure. If by reason of force majeure any party hereto shall be rendered unable
wholly or in part to carry out its obligations under this Agreement, then if such party shall give
notice and full particulars of such force majeure in writing to the party within a reasonable time
after occurrence of the event or cause relied on, the obligation of the party giving such notice, so
far as it is affected by such force majeure, shall be suspended during the continuance of inability
then claimed, but for no longer period; and any such party shall endeavor to remove or overcome
such inability with all reasonable dispatch. The term "Force Majeure" as employed herein shall
mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders
of any kind of the Government of the United States, or any civil or military authority,
insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods,
washouts, arrests, restraining of government and people, civil disturbances, explosions, or partial
or entire failure of water supply resulting in an inability to provide water necessary for operation
of the water and sewer systems hereunder. Force Majeure may not be claimed by Owner -
Developer under any set of circumstances prior to commencement of construction on the Tract.
12.3 Law Governing. This Contract shall be governed by the laws of the State of Texas and
no lawsuit shall be prosecuted on this Contract except in a federal or state court of competent
jurisdiction.
12.4 No Additional Waiver Implied. No waiver or waivers of any breach or default by any
party hereto of any term, covenant, condition, or liability hereunder, or the performance by any
party of any duty or obligation hereunder, shall be deemed or construed to be a waiver of
subsequent breaches or defaults of any kind, under any circumstances.
12.5 Addresses and Notice. Unless otherwise provided in this Contract, any notice,
communication, request, reply, or advice (herein severally and collectively, for convenience,
called "Notice") herein provided or permitted to be given, made or accepted by any party to the
other (except bills), must be in writing and may be given or be served by depositing the same in
the United States mail postpaid and registered or certified and addressed to the party to be
notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively
deemed to be effective, unless otherwise stated in this Contract, from and after the expiration of
three (3) days after it's deposited. Notice given in any such other than the manner shall be
effective when received by the party to be notified. For the purpose of notice, addresses of the
parties shall, until changed as hereinafter provided, be as follows:
If to the City, to: If to Owner/Developer, to
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City of La Porte
Attn: City Manager
604 West Fairmont Parkway
La Porte, Texas 77571
Port Crossing Land, LP
Michael Plank
3330 S. Sam Houston Pkwy. E.
Houston, TX 77047
and
Port Crossing Land, LP
Michael Luecht
One Pierce Place, Suite 450
Itasca, IL 60143
The parties shall have the right from time to time and at any time to change their respective
addresses and each shall have the right to specify any other address by at least fifteen (15) days
written notice to the other.
12.6 Merger and Modifications. This Contract, including the exhibits that are attached
hereto and incorporated herein for all purposes, embodies the entire agreement between the
parties relative to the subject matter thereof. This Contract shall be subject to change or
modification only with the mutual written consent of the parties.
12.7 Benefits of Contract. This Contract is for the benefit of the City and Owner -Developer
and shall not be construed to confer any benefit on any other person except as expressly provided
for herein.
12.8 Attorney's Fees. In the event of any litigation between the parties with respect to this
Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and
court costs from the losing party.
12.9 Government Immunity Preserved. The Owner -Developer and the City agree that the
City does not, by entering in to this Contract or performing any act hereunder or by failing to
take any action hereunder, waive any governmental immunity that the City, its officers,
employees, or representatives, have under any law.
12.10 One -Party Breach. Any breach of this agreement by one party identified and referred to
herein as Owner -Developer shall not be or constitute a breach of this agreement by the other
party of Owner -Developer.
12.41 Covenant Running With the Land. The obligations imposed on Owner Developers
herein shall not impose personal liability on them, but shall constitute a covenant running with
the land, and as such shall be binding on the present owners of the Tract as well as subsequent
owners thereof.
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OWNER -DEVELOPER:
Port Crossing Land, LP,
a Texas limited partnership
By: Port Crossing Land GP, LLC
a Texas limited liability_ company
it general partner
M.
J. PI'ank, Managing Partner
Date: Q -Z
OTHER OWNERS:
DEL PISO INVESTMENTS, LLLP, an Arizona limited
liability limited partnership
By: Had Avenue Investments, L.L.C., an Arizona
limited liability company, its general partner
MIN 2'
i�
r
& O,FXA
.-MWA
Date: Gl - 3 - I :g,-
H-02-Amended Development Agreement (clean).docx - 10 -
FLPCW,LP
a Texas limited partnership
By: FLP Candle GP, Inc.,
a Texas corpo •ation its general partner
By:
George Cook, President
9'-Y -zO lF
National Property Holdings, L.P.,
a Texas limited partnership
By: National Property Holdings GP, LLC,
a Texas limited liability company
its general partner /f
J. Plank. President
Date: g- Z-1 - ISM
Powell Road Logistics, L.P.,
a Texas limited partnership
By: Powell Road Logistics GP, LLC
a Texas limited liabilyty company,
its general partner / A
M
J.'Plank, President
Date: 8 - Z-1-1 S
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CITY OF LA PORTE, TEXAS
By:
Cit anager
Date: U �y 20 /5—
ATTEST:
UUMM]TIII.7i
MAC 2�7t&-,f�j
Clark Askins, Assistant City Attorney
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EXHIBIT A
City of La Porte
Special Conditional Use Permit #15-91000004
This permit is issued to: Port Crossing, L P • Port Crossing A3 L.P., Port Crossing A4. L.P.; Pori
Crossing BS L.P.
Owner or Agent
3330 S. Sam Houston Parkway E , Houston. Texas 77047
Address
For Development of: Port Crossing Business Park, Approximately 300 acre mixed use
development (formerly Texas Import Export)
Development Name
Legal Description: 300 acres of land out of the George B. McKinstry League, A 47, William
Harris Survey A-30, Johnson Hunter Survey. A-35; and more
Particularly described in the Development Agreement as further
described in "Attachment 1" of this document
Zoning: PUD Planned Unit Development
Permit Conditions:
This Special Conditional Use Permit is applicable for the subject property. A copy of which shall be maintained
in the files of the City's Planning and Development Department upon approval. Project development shall be in
accordance with the following conditions:
1. This Special Conditional Use Permit -(SCUP) would be applicable to specific development
anticipated or proposed by the General Plan. .
2. Uses are as described in the Land Use Exceptions (Exhibit C of the Amended Development
Agreement).
3. This SCUP outlines in general terms the proposed Planned Unit Development, The developer
recognizes and understands that any future construction or development of the private or public
improvements anticipated by this SCUP and the General Plan shall require further submittal and
approval of plats, site plans, construction drawings, and building plans, etc. In addition, this
SCUP supersedes SCUP 406-006.
4. This SCUP, the General Plan, Restrictive Covenants, and Land Use Exceptions are exhibits to
and are a part of the Amended Development Agreement.
5. Submittals for site plan approval shall be in accordance with this SCUP, General Plan,
Development Agreement, Restrictive Covenants, and Land Use Exceptions approved by the
City of La Porte. For uses not authorized by this SCUP, approval pursuant to Section 106-216 &
106-217 of the City of La Porte Code of Ordinances, as it now exists or may be amended from
time to time, shall be required.
6. The business park identification and entry features shall remain and be maintained as
constructed unless approved by the City Council.
7. Truck parking on any lot fronting State Highway 146 will be prohibited on the east side of any
structure.
8. Truck stops as defined in Chapter 106 of the La Porte Code of Ordinances shall be prohibited
within any part of the 300 acre Port Crossing business park. Any gas station that provides any
two (2) of the following: truck parking, more than one diesel dispenser for every ten (10)
EXHIBIT A
gasoline dispensers, or has a canopy over the dispensers that is greater than sixteen (16) feet in
height shall also be deemed a truck stop.
9. Within reserves E, Jl, and L fronting State Highway 146, warehouses are prohibited if the
warehouse has a 36 foot clear or higher space; has more than 250,000 feet of storage area; has
truck docks on more than two sides or any facing Highway 146; or contains any trailer storage
other than necessary for loading and unloading operations. Additionally, each building located
thereon must have grade -level store -front entries with windows facing Highway 146. Where
warehouses exceed 200,000 square feet in size, building articulation will be required in
accordance with Section 106-928 (b)(1) a and b of the LaPorte Code of Ordinances.
Additionally in the event of truck -bay parking on the north or south side any allowed building
screening shall be required to screen such trucks. Screening may consist of a masonry wall or
landscaping, or a combination thereof, at a sufficient height to screen such trucks,
10. The Developer shall comply with all other applicable laws and ordinances of the City of La
Porte and the State of Texas. To the extent there is a conflict between those laws and ordinances
and this SCUP, the SCUP controls.
11. This SCUP is binding on all owners of property included in the Legal description and their
successors and assigns.
If contract or agreement is terminated after completion of any stage and there is ample evidence that further
development has been abandoned, the ordinance establishing such special conditional use permit may be rescinded
by the City Council, upon its own motion or upon the recommendation of the Planning and Zoning Commission of
the City of La Porte, and the previous zoning of the entire tract shall be in full effect on the portion which is
undeveloped.
Validation Date: 2
r
Dire for of Planning and Povelopment City Secretary
( , �' EXHIBIT A
Attachment 1
' SiTE METES AND BOUNDS
Being an approximate, 293.6036 acre tract. it-tha Town of Laporte,;
Texas recorded in volume page''" " Harris. County
need Foc9rds, out of. Ilse W, P. Morris Survey 'A-30, tbaGeoorge B.
Makinstry Survey A-97, and the Johnson- Hunter Snrvay A-35, Harris
County, Texas, and.being lase particularly described by metes and
bounds as follows,
BHOINNING at a'point at tha northeast cornea of. formarly dedicated
Block M70 an the southern boundary of llx" Street on the western
right of way bounaery•of SH 7:46 marked.Ay a 1:"miP7
Boundary of Sa1146�to0the na=thyrn dountia j of McCabe.52 feet along 1�ha western ny Haad}
THENCE westerly along the northern right-of-way of McCabe Road
1,400•to the western boundary of tha Vnion pific Railroad right-
ano£-way (Save and,except the, area of the existing Powell Road,
and/or the proposed re -located Powell Road);
THENCE' northerly 4,328.52 feet. along t7te.'eastern boundary of 8ha
union pacific Railroad iight-of-way to a point 326.66 feat 66
59, 35" west of the northeast corner of tha.Gearge D. McRinstry
Survey CBave and except a.6.3192 acxe tract, described as follows;
OUT TRACT .. .,__..
Being a 6.3192 acre tract of land out Of a portion of
Blocks 1203 and 1204' inHerrisTown
County D d Repartscords,, out
recorded
Pa
ge
in Volume 60, Pa112,
of the George B. McRinstry Saveyr A-47r scathe Johnson
Hunter Survey, A-35, Particularly Herrin
y described byMetes nand bounds asty, Texas, dfollows' e
ht-point frly
of -way of the£ermerlydedicated west Q Streat
=i
THENCE 6cutb 02" 56'39" East along the Westerly right-
of-way 'Of Powell Road (60 feet wide), including that „
portion, of the formerly dedicated we Q Street Lying
within, a distance of 300.00 feet to a 5/8 inch iroh rod
set for corner; ,
THENCE South Be- 5S' 35" west, to the Southern Pacific
Railroad right-of-way including that portion of formerly
dedicated 17th Street lying within, a distance I of 917.25
feet to a 5/6 iron rod met far Comers
THENCE North 039 03' 22" west, along the eaetGrn boundary
of the Southern Pacific Railroad right -of -Way, a distance
of 300.00 feet to a 5/0 inch iron rod found for corner;
THENCE Warth 86' 59' 35" East, a distance of 917,34 feet
to the Point of Beginning.
( EXHIBIT A
-2-.
THENCE easterly to, the northeast agrner of the McR.instry Survey; ,
THENCE north 020 56, 39" a distance of i20'feet to a 5/8 inch ER.,
THENCE easterly 960 59' 35" 552.0 feet to the eastern boundary of
Powell Road (Have and except the 60- foctarea iacluded'ia the right- .
of -way of said Powell Road);
THENCE 8ortherly along the eaetera.boundery Of Rowell Road right-
of-way 385.0 feet to a 5/e" XP;
THENCE N850'S8' 35" 765.50 feet to a polnt masked by a 5/8" IP;
THENCE N O00 56' 39" a distance of 740.06 feet to, the southern te',
boundary of Nest •M": Street to a 6/8" IP; „
THENCE N 860a591'35" along the southern boundary of West "M" Street
to a 1" MR on the western boundary of SH '146. right-of-way. the
point of beginning, a distance of 823.28•feet. '
EXHIBIT
A
METES ANb ROUNOA U660RIPTION
5.000; ACRES (217,00 i0UAR9 TRRT)
auueb lino T..` 115.261E me 6o Croat, data balsa th6 north
bight-of-Wey lime .1 Notate Rowd, b...4 on p0 feet id.w/dth and.
e0111dad in V.10 - eta. Page 3e1 And dry Vol umq•111, .Peat 340 Of
the Harris county read A.aarde)1 ,
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monument Iound'tor the'vouth9ut aoen.. A as id 235.2619 *are
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conaiul.q 5.640 ..roe (21L900 v1r. fast f .t land,
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Exhibit C
Land Use Exceptionsl
In reserves where the General Plan indicates "GC" uses, all uses permitted in the City of La
Porte Zoning Ordinance Use Chart effective on September 11, 2006, under GC (indicated with a
"P") are permitted here with the exception of
Building Construction — General Contractors and Special Trade Contractors (152-161,
171-179)
Automotive Repair Services (751-754)
Outdoor Sales as a Primary or Accessory Use
Outdoor Storage as a Primary or Accessory Use
Residential Uses
In reserves where the General Plan indicates "BI" uses, all uses permitted in the City of LaPorte
Zoning Ordinance Use Chart effective on September 11, 2006, under BI (indicated with a "P")
are permitted here with the exception of:
Building Constmction — General Contractors and Special Trade Contractors (152-161,
171-179)
Automotive Repair Services (751-754)
Outdoor Sales as a Primary or Accessory Use
Outdoor Storage as a Primary or Accessory Use, including any storage of Shipping
Containers
General Contractors, Heavy Construction (161, 162, 1541)
Off Premises Signs
In reserves where the General Plan indicates "LP' uses, all uses permitted in the City of La Porte
Zoning Ordinance Use Chart effective on September 11, 2006, under LI (indicated with a "P")
are permitted here with the exception of:
Building Construction — General Contractors and Special Trade Contractors (152-161,
171-179)
Automotive Repair Services (751-754)
Outdoor Sales as a Primary or Accessory Use
Outdoor Storage as a Primary or Accessory Use, including any storage of Shipping
Containers
General Contractors, Heavy Construction (161, 162, 1541)
Manufacturing of Chemicals and Allied Products (282-285)
Attached to and incorporated into this exhibit is the use chart for the City of La Porte Zoning Ordinance as of
September It, 2006. To the extent that the zoning ordinance for the City of La Porte has been or is amended, after
the date Special Conditional Use Permit #SCU06-006 was first adopted, to modify, eliminate or replace the
permitted uses or the districts described in this exhibit, this exhibit controls unaffected by any change,
Off Premises Signs
An additional permitted use shall be SIC Manual Major Group 30 (Rubber and Misc.
Plastics Products)
In Reserve "A4" labeled "Rail Yard" on the General Plan, all uses permitted in the City of La
Porte Zoning Ordinance Use Chart effective on September 11, 2006, under LI (indicated with a
"P") are permitted here with the exception of. -
Building Construction — General Contractors and Special Trade Contractors (152-161,
171-179)
Automotive Repair Services (751-754)
Outdoor Sales as a Primary or Accessory Use
Outdoor Storage as a Primary or Accessory Use, including any storage of Shipping
Containers
General Contractors, Heavy Construction (161, 162, 1541)
Manufacturing of Chemicals and Allied Products (282-285)
Off Premises Signs
An additional permitted use shall be SIC Manual Major Group 30 (Rubber and Misc.
Plastics Products)
Additional permitted uses are certain HI uses permitted in the City of La Porte Zoning
Ordinance associated with rail services such as:
A rail yard with a maximum of 22 rail lines is permitted.
Rail service to and distribution from warehouses proposed;
Rail service to light manufacturing not otherwise exempted herein.
LA PORTE CODE
Sec. 10 79. Special regulations and procedures.
Refer to a ' lea IV,, V, VI and VII of this chapter,
Secs. 106.480-1061{95. Reserved.
IV..GC General Commercial
Sec. 106-496. Purpose.
The purpose of the GC general cam c
service outlets which deal directly with
furnished. The uses allowed in this district
market scale and located in areas which are
uric s to provide for low intensity, retail or
er for whom the foods or services are
provide goods and services on a community
Lived by collector or arterial street facilities.
Sec. 106-487. Permitted, acceseo ,and special \ditional Refer to Table A, commercial sea, section 106,441See. 106.498. Density/i ensity regulations.
Refer to Table B, mmercial area requirements, s
Sec. 106.499. portal regulations and procedures.
Refer articles IV, V, VI and VII of this chapter.
106-500-106.520. Reserved.
DIVISION 4. INDUSTRIAL DISTRICT REGULATIONS
Subdivision L Generally
Sec. 106-521. Table A, industrial uses.
(a) Table A, industrial uses.
P (ABC) — Permitted uses (subject to designated criteria established in section 106-523).
P — Permitted uses.
A —Accessory uses (subject to requirements of section 106-741).
C — Conditional uses (subject to requirements of sections 106-216 through 106-218 and
designated criteria established in section 106-523).
Sup . No. 2 CD106:64
ZONING $ 106-621
— Not allowed.
Uses (SIC Code #)
All uses permitted or accessory in the GC
zone, except residential
All uses conditional in the GC zone, except
residential
Nonm.anufacluring Industries:
Adult oriented business
Air transportation (451 }58)
General contractors, heavy construction
(161, 162, 1541)
Highway transportation terminal and ser-
vice facilities (417)
Motor freight transportation and warehous-
ing (421, 423)
Farm product warehousing and storage
(4221)
Public warehousing (4222-4226)
Railroad transportation (401)
Shipping container, or fabricated plate work
(3443)
Storage inside
Storage outside (refer to Section 106-
444(b))
Wholesale trade:
Durable goods —light (502, 504, 507, 5082,
5087, 5094)
Durable goods —medium (501)
Durable goods —heavy (503, 5051, 5082-
6085, 5088)
Durable goods —heavy (5052, 5093)
Wholesale trade:
Nondurable goods —light (511-514, 518)
3vp, No, 4
Zones
BI LI HI
P
P
P
C
C
C
P(G)
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P(ACDE) P(ACDE) P
• P(ACDE)
CD106:65
P P P
P P P
C P
P
P P P
§ 106-521 LA PORTE CODE
Uses (SIC Code #)
Zones
BI
LI
III
Nondurable gouda —medium (5172, 5191-
5199)
C
P
p
Nondurable goods—heavy(515, 516, 6171)
*
*
P
Manufacturing Industries:
Chemicals and allied products (282-286)
'
P(ACDE)
P
Electrical and electronic equipment and
supplies
Light (361-366, 367)
P(ACDE)
P(ACDE)
P
Medium (361, 366, 369)
P(ACDE)
P(ACDE)
P
Fabricated metal products and machinery
Light (341-346, 358, 3692)
P(ACDE)
P(ACDE)
P
Medium (3493, 3498, 351-353, 356)
a
P(ACDE)
P
Heavy (346, 347, 864, 355, 357)
*
P(ACDE)
P
Heavy(348)
*
+
P-
Foed and ltindred products
Light (202, 205, 2065-2067)
P(ACDE)
P(ACDE)
P
Medium (2086, 2087, 2092-2099)
C
P(ACDE)
P
Heavy (201, 203, 204, 2062, 2063, 207,
2082-2085)
+=
C
P
Leather and leather products (311-319)
C
P(ACDE)
P
Welding shops (7692)
P(ACDE)
P(ACDE)
P
Lumber products, furniture and fixtures
Light (251-269)
P(ACDE)
P(ACDE)
P
Medium (243-246)
C
P(ACDE)
P
Heavy (249)
*
C -
P
Messming, analyzing and controlling in-
struments (381-387)
P(ACDE)
P(ACDE)
P
Miscellaneous manufacturing (391-396)
P(ACDE)
P(ACDE)
P
Machine shops (3599)
P(ACDE)
P(ACDE)
P
Miscellaneous manufacturing industries
(3991-3995)
+'
P(ACDE)
P
Off -premises freestanding signs
See article VII of this chapter
Supp. No, 4 CD106:66
ZONING § 106-621
Uses (SIC Code #) Zones
BI LI HI
On -premises freestanding signs See article VII of this chapter
Paper and allied products (265-267) "` * P
Printing and publishing (271-279) P(ACDE) P(ACDE) P
Rubber and miscellaneous plastics (301,
302, 304, 306, 307) ° C P
Stone, clay, glass and concrete (321-325,
3261, 327-329) * C P
Tank truck cleaning '" * P
Textile mill, and finished products
Light (224, 225, 231-239) P(ACDE) P(ACDE) P
Medium (222, 223, 226, 229) * P(ACDE) P
Tobacco manufacturers (211-214) " P(ACDE) P
Loading berths at the front or sides of
buildings adjacent to R.O.W. C C C
Industrial PUD (refer to section 106-636) C C C
Facilities in excess of height restrictions
imposed in section 106-522 * * C
Unlisted uses, similar to uses listed above C C C
(b) Interpretation and enfmnement. Property uses, except as provided for by section
106-521(a), Table A, are prohibited and constitute a violation of this chapter,
(c) Footnotes. All permitted uses in industrial zones must meet the following minimum
performance standards. If requested by the enforcement officer, all applications for building
permits must include a certification from a registered engineer that verifies compliance with
these performance standards. Where applicable, all permitted uses in industrial zones must
meet and be in compliance with the appropriate federal, state, or local regulations.
A. Lighting and gimz. Any lighting used shall be arranged so as to deflect light away from
any adjoining residential zone or from public streets. Direct or sky -reflected glare,
where from floodlights or from high temperature processes such as combustion or
welding shall not be directed onto any adjoining property. The source of lights shall be
hooded or controlled in some manner so as not to light adjacent property. Bare
incandescent light bulbs shall not be permitted in view of adjacent property or public
right-of-way. Any light or combination of lights which cast light on a public street shall
not exceed one footcaredle (meter reading) as measured from the centerline of such
( street. Any light or combination of lights which casts light on residential property shall
net exceed 0.4 footcandles (meter reading) as measured from such property.
Supp. No. 4 CD106:67
§ 106-521 LA PORTE CODE
B, Radiation and electrical emissions. No activities shall be permitted that emit dangerous
radioactivity beyond enclosed areas. There shall be no electrical disturbance adversely
affecting the operation at any point of any equipment other than that of the creator of
such disturbance.
C. Smoke. The emission of smoke by any use shall be in compliance with and regulated by
the appropriate federal, state or local agency.
D. Dust or other particulate matter. The emission of dust, Fly ash or other particulate matter
by any use shall be in compliance with and regulated by the appropriate federal, state
or local agency.
E. Odors. The emission of odor by any use shall be in compliance with and regulated by the
appropriate federal, state or local agency.
F. Explosives. No activities involving the storage, utilization, or manufacture of materials
or products such as TNT or dynamite which could decompose by detonation shall be
permitted except such as are specifically licensed by the city council.
G. Noise, All noise shall be muffled so as not to be objectionable due to intermittence, beat
frequency or shrillness and as measured at any property line, shall not exceed the Y
following intensity in relation to sound frequency:
Octave Band Frequency
Maximum Sound Levels — Decibels
H
Cycles per
Residential
Second
Lot Line District Boundary
20 to 75
78 63
75 to 150
74 69
150 to 300
68 55
300 to 600
61 51
600 to 1,200
55 45
1,200 to 2,400
49 38
2,400 to 4,800
43 31
Above 4,800
41 25
Impact noise
80 55
Between the hours of 10:00 p.m.
and 6:00 a.m, the permissible sound levels beyond
residential district boundaries (both Column II and Impact) shall be six decibels less
than shown above,
In distances where it is determined that a proposed land use may generate a level of
noise that will impact on surrounding
land uses, the planning and zoning commission
Sapp. No. 4 CD106:68
ZONING
§ 106-522
and city council may require that efforts to reduce the potential noise impact be
undertaken. These efforts may include screening, landscaping and site planning
techniques.
(Ord. No. 1501U, § Mart. B), 9-23-96; Ord. No. 1501-AA, § 6, 8-23-98; Ord. No. 1501-BB, § 5,
9-16-98; Ord. No. 1501-II, § 5, 3-27-00)
Cross reference —Sexually oriented businesses, § 90-31 at seq.
ec. 106-522. Table B, industrial arcs requirements.
Table B, industrial area requirements.
U.e.
HI business-indu.hiel park;
all permitted or conditional
U light indu.trial district;
all permitted or conditional
Ell luau, industrial district;
all permitted or conditional
Loading dock.
Outside nnrnge
Shipping containers
Oro- and depsemieea fiee-
standingeign.
Rrea.tendieg on-prendses
signs located in controlledac-
..e highway corridor.
(b) Foatnotes.
°Minima. Maximum
Land.eaping
Lot
Requirement.
corona
(percent)
(pater.)
6
60
6
70
6
30
N/A
N/A
N/A
6
Adjacent to
Re.ldential
Minimum
Minimum
Pant
Yard
Setbacks
Setback
F.R.S.
FR.S.
a.
(( et)
((set)
50 40-30
50- -30
20-10-10 30-50-50
50 50.3 100.160-150
130 30.130 Same m
principal
uee plus
130 R.
20-10-5 same as
principal
use
60-50-30 100-150-150
see artic VII of this chapter
Be. article f this eh
Maximum
HeigkO
(lset)
45
45
45-
N/A
Section 106-
444(b)
36a..
1. A minimum lan cape setback of 20 feet will be required \aall to all designated
conservatSoneal.Buildings, parking aees, loading doside storage, andrefuseconmere will not be allowed in such setback ares areas are to be
landece d with trees, shrubs, and ground cover, with a pln required to be
subm• d and approved by the enforcement officer, Requds ping must be
me' formed by the property Owner and/or occupant.
2. o buildings, parking areas, loading docks, outside storagese con mers will
be allowed in such setback areas. These areas are to be lanwith trees, hrubs
and ground cover, with a planting plan required to be submd approved the
enforcement officer.
Supp. No. 4 OD106:69
EXHIBIT D
■
DECLARATION OF
PROTECTIVE COVENANTS AND EASEMENTS
PORT CROSSING
H-\lssdcl\home$\rplank\LaPorte Property\City of LaPorte\Final Version of Declaration of Protective Covenants
and Easements(620880_4).DOC
TABLE OF CONTENTS
Article
Page Number
1.
PERMITTED AND PROHIBITED USES...........................................................................
2
2,
ARCHITECTURAL CONTROL.- .. ...... ............................................................................
2
3.
CONSTRUCTION -RELATED RESTRICTIONS................................................................
4
4.
MAINTENANCE OF PROPERTY......................................................................................
8
5,
INSURANCE, INDEMNITY AND CASUALTY LOSS ......................................................
8
6.
ENVIRONMENTAL REMEDIATION...................... ........ ..................
...... ...... I................. 10
7.
ENFORCEMENT...............................................................................................................10
8.
COVENANT FOR MAINTENANCE ASSESSMENTS...................................................
II
9.
PROPERTY OWNERS'ASSOCIATION...........................................................................
14
10.
SEVERABILITY................................................................................................................
14
11.
ADDITIONAL RESTRICTIONS.......................................................................................
15
12.
TERM.................................................................................................................................
15
13.
AMENDMENTS ........................... .......................... ......... ....... .............
I ............. ................ 15
14,
MISCELLANEOUS ..................... .............. ........ ................... -..............
I ....... I ............. ....... 16
H-Final W.ioa of Dc.Jmtm of Protective Covenants and Enxmentx(6208804).DOC -I-
DECLARATION OF
PROTECTIVE COVENANTS AND EASEMENTS
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS
THAT, PORT CROSSING LAND, LP, a Texas limited partnership (hereinafter called the
"Developer"), being the owner of certain tracts of land containing a total of approximately 231 acres in
Harris County, Texas, being more particularly described in Exhibit A attached hereto and made a part
hereof for all purposes (said tracts of land being hereinafter referred to as the "Port Crossing" or "Subject
Property') and any portion thereof platted as a separate tract or conveyed to third parties or developed by
Developer or an affiliated entity being hereinafter referred to as a "Tract", for the purpose of adopting a
uniform plan for the benefit of the present and future owners of any portion of the Port Crossing, does
hereby adopt and establish restrictions, covenants and easements as hereinafter provided for the Subject
Property.
Powell Road Logistics, L.P., a Texas limited partnership, National Property Holdings, L.P., a Texas
limited partnership, Del Piso Investments, LLLP, a Arizona limited liability limited partnership and FLPCW,
LP, a Texas limited partnership, the owners (collectively, the "Other Owners) of certain tracts of land also
containing a total of approximately 63 acres, Harris County, Texas, being more particularly described in
Exhibit B attached hereto and made a part hereof for all purposes (said tracts of land also comprising part
of the "Port Crossing" or "Subject Properly') are joining in this "Declaration" (hereafter defined) for the
purpose of adopting and establishing the restrictions, covenants, and easements as hereinafter provided
for the portion of the Subject Property owned by the Other Owners. Port Crossing, when platted and
following the realignment of certain roads, will comprise approximately 300 acres.
Developer contemplates developing Port Crossing in a manner which will include public streets, a
water distribution system, a sanitary sewer system, and drainage/detention facilities within the Subject
Property and Developer reserves the right to create such public streets and utility -related facilities. Any
portions of the Subject Property reserved or restricted or conveyed to the "Association" (hereafter defined)
for private streets, utility facilities, and landscaping shall not be subject to "Assessment" (hereafter
defined). Additionally, any portion of the Subject Property dedicated for utility facilities (excluding,
however, any portion of a Tract) or conveyed to governmental authorities shall not be subject to the
restrictions contained in this Declaration, except for the prohibited uses described in Article 1.
Developer, for itself, and its successors and assigns, and the Other Owners (as to the portion of
the Subject Property owned by each of the Other Owners, respectively) hereby declare that the Port
Crossing and each part thereof shall be owned, held, transferred, conveyed, sold, leased, rented,
hypothecated, encumbered, used, occupied, maintained and improved subject to the covenants,
conditions, restrictions, limitations, reservations, easements, equitable servitude and other provisions set
forth in this Declaration Of Protective Covenants And Easements ("Declaration'). The Tracts and Private
Facilities within the Subject Property shall be subject to the jurisdiction of the "Association" (hereafter
defined). The covenants, conditions, restrictions, limitations, reservations, easements and equitable
servitudes shall run with, inure to the benefit of, and shall be binding upon, all of the Subject Property, and
each Tract and any common area therein, and shall be binding upon and inure to the benefit of (a) the
Developer, its successors and assigns, (b) the Association and Its successors and assigns, and (c) all
persons or entities (the "Owner(s)") having or hereafter acquiring any right, title, or interest in or to any
portion of the Subject Property and their heirs, legal representatives, successors and assigns, other than
for security purposes.
H-Final Version of Declaration of Protective Covenants and Easennenls(620880_4).DOC
In
PERMITTED AND PROHIBITED USES
No Tract or portion of the Subject Property shall be used for any purposes, except for office,
research and/or development, retail (subject to the further limitations herein contained), commercial,
commercial processing, servicing, light Industrial, manufacturing, retail sales of industrial products by
manufacturers thereof or by manufacturer's representatives, warehousing or distribution purposes and
services ancillary to such uses, or any combination of such uses, and heavy industrial if approved by
Developer in writing. No use shall be permitted which (1) is offensive by reason of odor, fumes, dust,
smoke, noise, vibrations, radiation, radio interference or pollution, (2) is hazardous by reason of excessive
danger of fire or explosion, (3) otherwise constitutes a nuisance, (4) is dangerous or unsafe, (5) would
injure the reputation of the Subject Property, or (6) is in violation of any city, county, state or federal law,
regulation or ordinance.
The following uses shall not be permitted in or on any portion of the Subject Property: (1) any
distilling, refining, smelting, meat, poultryorfish processing plant, agricultural ormining operation; (2) any
mobile home park, trailer park, labor camp, or stockyard (except this provision shall not prohibit the
temporary use of construction trailers during periods of construction, reconstruction or maintenance); (3)
junk yard, scrap metal yard or waste material business, sales In bulk of junk, automobile wrecking yard,
salvage yard, asphalt plant, any storage, dumping, disposal, incineration or reduction of hazardous waste,
garbage or refuse, bus station, any fire or bankruptcy sale or auction house operation, or as an airport. (4)
any mortuary or funeral home; (5) school, church or governmental office (other than a research or
development or business office that does not have customers); (6) any drilling, refining, quarrying or
mining operations of any kind, (7) any establishment whose primary business is the sale or rental or
display of sexual materials or drug related paraphernalia or whose primarybusiness is providing anyadult
only or sexually oriented service or product including, but not limited to, massage parlors, topless
establishments, any "adult" bookstore or "adult" movie theater; (8) any flea market, bowling alley,
nightclub, bar, lounge, tavern, theater, amusement park or video arcade; provided, however, that this
prohibition shall not prohibit placement of video machines that are incidental to the conduct of a permitted
business at the Subject Property; and (9) any gaming facilityor operation Including, but not limited to, off-
track or sports betting parlor, table games such as blackjack, poker, slot machines, video poker,
blackjack, keno machines or similar devices or bingo hall. Notwithstanding the foregoing, this prohibition
shall not apply to any government -sponsored gaming activities or charitable gaming activities so long as
such governmental or charitable activities are incidental to the business being conducted by the occupant
of that portion of the Subject Property and do not occur regularly.
The use of any portion of the Subject Property by any Owner shall be subject to all laws;
regulations, codes and ordinances of all applicable governing authorities, including, without limitation, any
zoning ordinances. In the event of anyconflict between the terms of this Declaration and the terms of any
such law, code, regulation or ordinance, then the provisions of this Declaration or any law, code,
regulation or ordinance which is stricter shall govern.
ARCHITECTURAL CONTROL
A. Plan for Development. The plan for the development of the Subject Property
contemplates the centralization of architectural control to enhance, Insure and protect the attractiveness,
beauty and desirability of the Subject Property as a whole. It is accordingly covenanted and agreed that
(1) no building, structure or any appurtenances thereto of every type or kind, including, without limitation,
patios, patio covers, awnings, painting of any exterior surfaces of any visible structure, additions,
sidewalks, walkways, sprinkler pipes, drives, driveways, parking areas, fences, roofs, screening, walls,
retaining walls, stairs, decks, fixtures, poles, exterior tanks, solar energy equipment, exterior air
conditioning fixtures and equipment, exterior lighting, radio, conventional or cable or television antenna or
dish, microwave television antenna and/or landscaping (collectively herein referred to as the
"Improvements") shall be commenced, erected, constructed, placed, or maintained upon any portion of
H-Final Version of Declaration of Protective Covcnants and Eas rocnts(620880 4).DOC
the Subject Property and/or (it) any exterior modification, renovation, expansion, restoration or repair (if
different from the original exterior construction) change or alteration be made to any Improvement shall be
commenced, erected, constructed, placed, or maintained upon any portion of the Subject Property until in
the case of (1) or (it), above, the plans and specifications therefor ("Plans") shoving the nature, color, kind,
shape, height, materials and location of the same (including site landscaping, drainage and grading plans
and utility layout) have been submitted to and approved in writing as to harmony and external design and
location and relationship to surrounding structures and topography by Developer until the "Transfer Date"
(hereafter defined) and thereafter by the 'Board"(hereafter defined). The drainage plans shall cause the
Subject Propertyto be drained in a manner so that no standing water remains for any extended period of
time following any precipitation and the Subject Property does not become a breeding ground for
mosquitoes. All references in this Article 2 and in Article 3 hereafter made to the Board shall refer to the
Developer prior to the Transfer Date and thereafter to the Board. In the event that the Board fails or
refuses to approve or disapprove such design or location within thirty (30) days after the Plans have been
submitted to it, it will be deemed that the Board has approved such Plans. In the event of damage or
destruction of any Improvement, approval shall be granted by the Board for the restoration of
Improvements if the Improvement is to be restored in substantial accordance with the original approved
Plans. If the Improvements will not be restored in accordance with the original approved Plans, then the
Plans for such restoration shall be subject to approval in the same manner as the original Improvements
to the Tract. All decisions of the Board shall be final, conclusive and binding and there shall be no review
of any action of the Board.
B. No Representation or Warranty; Limitation of Liability. No approval of Plans shall ever be
construed as representing or implying that such Plans will, if followed, result in a properly constructed
structure complying with all applicable legal requirements or built in a good and workmanlike manner or
be deemed approval of the Improvement from the standpoint of safety, whether structural or otherwise.
Neither the Developer, the Association, nor any members of the Board shall be liable in damages to
anyone submitting Plans for approval, or to any Owner or occupant of any part of the Subject Property
affected by this Declaration, by reason of or in connection with the approval or disapproval or failure to
approve any Plans submitted. Every person who submits Plans for approval agrees, by submission of
such Plans, and every Owner or occupant of any portion of the Subject Property involved herein agrees,
by acquiring title thereto or any interest therein, that such person will not bring any action or suit against
the Developer, the Association, or any of the members of the Board to recover any such damages.
C. Inspection of Improvements. The Board or its duly authorized representative, as well as
the City of LaPorte ("City"), shall have the right, but not the obligation, to Inspect any Improvements to a
Tract prior to or after completion of any Improvements.
D. Notice of Completion. Promptly upon completion of any Improvements, Owner shall
deliver a notice of completion ("Notice of Completion") to the Board and the City and, for all purposes
hereunder, the date of receipt of such Notice of Completion by the Board shall be deemed to be the date
of completion of such Improvements, provided that the Improvements are, in fact, completed as of the
date of receipt of the Notice of Completion.
E. Notice of Non -Compliance. If, as a result of Inspections or otherwise, the Board and/or
the City finds that any Improvement has been constructed or undertaken Without obtaining the approval of
the Board and/or the City, or has been completed other than in substantial conformity with the Plans
furnished by the Owner to and approved by the Board and/or the City, as applicable, or has not been
completed within a reasonable period of time (as agreed upon by the Board and/or the City, or, if no
agreement, as determined bythe Board and/orthe City, in its sole good faith discretion) afterthe date of
approval by the Board and/or the City (as determined by the Board and/or the City), subject to delays due
to "Force Majeure" (hereafter defined) causes, the Board and/or the City shall notify the Owner and the
City or the Board, as applicable, in writing of the noncompliance, which notice (the "Notice of
Noncompliance") shall be given, in any event, within sixty (60) days after the Board and the City receive a
Notice of Completion from the Owner. The Notice of Noncompliance shall specify the particulars of the
noncompliance and shall require the Owner to take such action as may be reasonably necessary to
remedythenoncompliance. The Notice of Noncompliance maybe fled in the public records and the cost
of preparing and filing the same and the release thereof shall be paid by such Owner.
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F. No Waiver or Estoppel, No action or failure to act by the Board shall constitute a waiver
or estoppel with respect to future action by the Board.
G. Variances. The Board may authorize variances from compliance with any of the
provisions of this Declaration, including restrictions upon height, size, floor area or placement of
structures within set -back lines established by this Declaration, on a plat (or plats) of the Subject Property,
parking requirements, or similar restrictions, when circumstances such as topography, natural
obstructions, hardship, aesthetic or environmental considerations may require or when such variance
would result in a more common beneficial and/or efficient use and not detract from the overall
development plan for the Subject Property as determined by the Board. Such variances must be
evidenced in writing and shall become effective when signed by majority of the members of the Board.
The granting of a variance in one instance shall not require the Board to grant a similar variance for
another portion of the Subject Property. If any such variance is granted, no violation of the provisions of
this Declaration shall be deemed to have occurred with respect to the matter for which the variance was
granted; PROVIDED, HOWEVER, THAT THE GRANTING OF A VARIANCE SHALL NOT OPERATE TO
WAIVE ANY OF THE PROVISIONS OF THIS DECLARATION FOR ANY PURPOSE EXCEPTAS TO
THE PARTICULAR TRACTAND PARTICULAR PROVISION HEREOF COVERED BYTHE VARIANCE,
NOR SHALL THE GRANTING OF A VARIANCE AFFECT IN ANYWAYTHE OWNER'S OBLIGATION
TO COMPLY WITH ALL GOVERNMENTAL LAWS AND REGULATIONS AFFECTING THE PROPERTY
CONCERNED, INCLUDING, BUT NOT LIMITED TO ZONING ORDINANCES OR REQUIREMENTS
IMPOSED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION. THE OWNERS
ACKOWLEDGE THAT ONLY THE CITY SHALL BE AUTHORIZED TO GRANT VARIANCES AND
SPECIAL EXCEPTIONS TO THE CITY ZONING ORDINANCE AND GOVERNMENTAL LAND USE
RESTRICTIONS THROUGH THE ZONING BOARD OF ADJUSTMENT. THE BOARD AGREES TO
INFORM THE CITY IN WRITING ("VARIANCE NOTICE") PRIOR TO THE GRANTING OF ANY
VARIANCE REQUEST OF THE ISSUE UNDER CONSIDERATION AND THE PROPOSED ACTION BY
THE BOARD SO THAT THE CITY CAN VERIFY THAT THE PROPOSED VARIANCE, IF GRANTED,
WOULD NOT VIOLATE ANY ZONING ORDINANCES, LAND RESTRICTIONS OR REGULATIONS,
INCLUDING WITHOUT LIMITATION, THAT CERTAIN DEVELOPMENTAGREEMENT DATED ON OR
ABOUT THE DATE HEREOF BETWEEN DEVELOPER AND THE CITY, AND JOINED IN BY THE
OTHER OWNERS. If the City objects to the granting of the variance, the City shall notify the Board
(through its representative designated in the Variance Notice) withinten (10) business days following the
Citys receipt of the Variance Notice. If the City fails or refuses to approve or disapprove the variance
request within such ten (10) day period, the City will be deemed to approve such variance request.
CONSTRUCTION -RELATED RESTRICTIONS
A. Exterior Materials. Each of the Improvements to be located on any portion of the Subject
Property shall be constructed with exterior materials of brick, masonry, stone, marble, or permanently
finished (in a manner approved in writing by the Board in their discretion) concrete and/or glass, or of an
equivalent, permanent, architecturally -finished material to finished grade. All exterior finishes shall be
approved by the Board. No Improvement shall be covered with aluminum, iron, steel or other metal
surface or finish unless previously approved in writing by the Board. Sidewalks of a design and location
approved by the Board shall be constructed along one side of the right-of-way of all dedicated public
streets (except State Highway 146) abutting any property line. Any concrete block exterior surfaces shall
be painted. All exterior tilt -up concrete walls must be painted unless constructed with decorative
aggregate exterior designs.
B. Building Set Backs. No building or structure or other facility of any nature shall be
constructed or erected on a Tract between the adjoining street or roadway right-of-way line or adjoining
side or rear property lines and the "Set Back Lines' (defined below) which shall mn parallel to the Property
as follows:
H-Final Version of Declaration of Protective Covenants and Eas ncents(620880 4).DOC
(1) For all buildings or other structures which are located along State Highway 146,
the "Set Back Lines' along such streets and roadways shall be a minimum of fifty feet (50');
(2) For all buildings or other structures fronting anystreetor roadway, otherthan State
Highway 146, the "Set Back Lines" along such streets or roadways shall be a minimum oftwenty-five feet
(25') or in accordance with the approved Final Plat of Port Crossing.
(3) For all buildings or other structures, the "Set Back Lines' along any side or rear
property line not adjoining a street or roadway shall be a minimum of ten feet (10'); and
(4) The "Set Back Lines' for paving for parking areas which front State Hwy. 146 or
any other streets or roadways within the Subject Property shall be determined by the Board, However,in
no event shall any paving for parking be closer than ten feet (10') to any side or rear property line not
adjoining a street or roadway.
For purposes of this Declaration, all Set Back Lines shall be measured from (a) the right-of-way
line of the street or roadway adjoining the Tract as such right-of-way line exists at the time that the
construction of the improvements on the Tract is commenced, or (b) the adjoining side or rear property
line, as applicable.
C. Parking. Each Owner or lessee shall at all times devote a sufficient portion of its Tract to
providing paved off-street parking facilities adequate for the use(s) to which its Tract is put and otherwise
sufficient to complywith any applicable law, rule, regulation or ordinance, but not less than the following:
Retail
Commercial Services,
Manufacturing or Limited
Warehousing and Distribution
4 minimum, plus 3 spaces per 1000
square feet of net usable area
4 minimum, plus 4 spaces per 1000
square feet of net usable area
3 spaces per 1000 square
feet of office area and one space
per 1500 square feet of non -office area,
but not less than one space per 1.5 non -
office employees
Parking will not be permitted on any street or at anyplace other than the paved parking spaces provided
therefore. Each Owner and lessee shall be responsible for compliance with this Paragraph C by
constructing or exhibiting paved parking areas on such Owner's Tract, provided that paved parking areas
shall cover not more than eighty-five percent (85%) of the area between a building and a dedicated or
private street.
The Board reserves the right during its review of construction plans to relax minimum parking
requirements, subject to compliance with all City of La Porte regulations and ordinances, on the Tracts
where necessary or desirable to accomplish more effective and compatible land utilization.
D. Signs. All signs shall be in locations and of a design and material approved in writing in
advance by the Board. No more than two (2) free standing ground or berm mounted permanent signs
shall be permitted for each Tract, unless a Tract has frontage on two or more streets, in which case no
more than three (3) free standing ground or berm mounted permanent signs shall be permitted for such
Tract. Unless otherwise approved in writing by the Board, all other signs must be attached to a building
and shall be parallel to and contiguous with its wall and not project above its roof line. No neon sign or
sign of a flashing or moving character shall be installed and no sign shall be painted on a building wall.
H-Final Version of Declaration of Protective <Da.rrms and 9asements(620880 4).DOC
Directional and traffic control signs, and signs advertising the sale or lease of a Tract are also permitted
upon the written approval of the design and location by the Board. In the event a building has multiple
tenants, all tenants may be shown on one of the permitted signs, at the discretion of the owner of the
Tract. The Board shall have the right, and hereby reserves an easement, to enter upon any and all
portions of the Property to remove any signs that are in violation of this Article 3 upon reasonable notice to
the Owner or lessee of such portion of the Property, all at the expense of such Owner or lessee. The
Board may promulgate sign guidelines (which shall include guidelines for pylon signs, monuments and
flagpoles) which may be modified by the Board from time to time in its sole good faith discretion.
Notwithstanding the Board's approval of any signs, all signs also shall comply with the City's zoning
ordinance and be permitted by the City.
E. Harmful Substances. No effluent containing harmful bacteria, poisonous acids, oils or
other harmful substance shall be permitted to drain or drift beyond the property lines of any Tract.
F. Loading/Unloading. Delivery vehicle loading and unloading shall occur on -site only and
street delivery vehicle loading and unloading is not permitted. Loading/unloading facilities shall be
separated from employee, customer and visitor circulation and parking areas.
Loading docks will not be permitted to face any public street or right-of-way, unless otherwise
approved by the Board, and provision must be made for handling all freight on those sides of a building
which do not face a street; provided, however, that in any Instance in which a building would face streets
on all of its sides, a loading dock or docks will be permitted on the two sides of such building which are,
respectively, farthest from frontage streets unless the Developer shall in writing permit loading dock on
another side of such building. All loading docks must be screened from public view in a manner approved
in writing by Developer prior to construction or alteration of any building.
G. Outside Storage or Operations; Screening. No outside storage of any kind shall be
permitted except as expressly provided herein, or as otherwise approved in writing by the Board. Retail
sales equipment may be displayed outside in a manner which is architecturally compatible with the other
Improvements on the Tract, with the approval of the Board. Watertowers, cooling towers, communication
towers, fans, exterior processing equipment, storage tanks, roof -top equipment, ground -mounted
equipment, and any other similar structures or equipment shall be architecturally compatible with the
other Improvements on the Tract, or effectively shielded from view from a dedicated or private street in a
manner approved in writing by the Board prior to construction. All screening devices shall be subject to
compliance with all laws, regulations, codes and ordinances of all applicable governmental authorities.
The right of a purchaser, grantee, Owner or lessee to use any building or buildings shall not be
construed to permit the keeping of articles, goods, materials, incinerators, storage tanks, boats, trailers,
campers, horse trailers, buses, inoperative vehicles of any kind, boat rigging or other vehicles or
associated equipment of a recreational or commercial nature, refuse containers or like equipment in the
open or exposed to public view, or view from adjacent buildings. If It shall become necessary to store or
keep such materials or equipment in the open, they shall be screened from view in a manner approved in
writing by Developer. Adequate screening must also be provided to shield such stored materials and
equipment from view from the ground floor level of all adjacent buildings. Under no circumstances shall
any materials or equipment be stored within the applicable Set Back Line for any street.
H. Utility and Drainage Easements. Developer reserves the right, without the necessity of
joinder of any Owner or other person or entity (and each and every Owner or lessee, by its acceptance of
a deed or ground lease covering any portion of the Subject Property, hereby grants to Developer the
right), to grant, dedicate, reserve orothenvise create, from time to time, easements ("Utility Easements')
for public utility purposes in, on, over, through and across any portion of the Subject Propertylying within
twenty-five feet (25') of any street (dedicated or private) and within ten feet (10') of any side or rear
property line, said easements to be for the purpose of laying, constructing, installing, maintaining,
operating, inspecting, repairing, altering, substituting, replacing and removing any and all lines, cables,
pipes, conduits, wires, poles, equipment and other necessary or desirable appurtenances for providing
utilities (including, without limitation, electric, water, gas, telephone, sanitary sewer, drainage utilities and
cable and other communications facilities) to the Subject Property; such easements to be for the use and
H-Final Version of Dwnwion of Protective Oovenemss and Easements(620880 4). DOC 6
benefit of Developer, and any utility or cable company to whom Developer conveys or grants an easement
for the purpose of providing utilities and related services to the Subject Property and the Owner of any
portion of the Subject Property, their heirs, legal representatives, successors and assigns. If applicable,
Owners shall have the right to use the drainage easement and to tie into any such utility lines located on
such Owner's respective Tract upon payment of any fie -in charge imposed by the utility company, or by
any party providing such utility service. No structure shall be erected on any of said easements, and no
Improvements may be placed within said easements without the prior Witten approval of the Board and
any utility company using such easements, Easements may be crossed by driveways and walkways
provided the Owner secures the necessary prior approval of the effected utility companies furnishing
services, and provides and installs any special conduit and other equipment of approved (by the utility
companies) type and size, under such driveways and walkways prior to construction thereof.
Title to any Tract conveyed by Developer by deed or other conveyance or ground lease shall not
be held or construed in any event to include the title to the easement estates in favor of third parties
affecting the Tract or any improvements within such easements or appurtenances thereto, constructed by
or under Developer, the Association, third parties or their respective agents through, along, or upon any
portion of the Subject Property, and the right to maintain, repair, sell, lease or replace such facilities or the
appurtenances thereto (but not the Tract) to any municipality or other governmental agency or to any
public service corporation or to any other party, is expressly reserved in Developer and the Association.
An easement is hereby granted to utility companies and other entities supplying service (and
agents and contractors thereof) for reasonable ingress and egress in connection with installing, replacing,
repairing and maintaining all utilities, including, but not limited to, water, sewer, telephones, cable service,
electricity, gas and appurtenances thereto, on, above, across and under the Subject Property within the
utility easements from time to time existing to and from service lines situated within such easements to
the point of service on or in any structure situated on the Tracts. Further, an easement is hereby granted
to all police, fire protection, ambulance and other emergency vehicles, and to garbage and trash
collection vehicles, postal service vehicles and other service vehicles, and to the operators thereof, to
enter upon the Subject Property in performance of their duties. Neither Developer nor any utility company
using the easements shall be liable for any damage done by either of them or their assigns, their agents,
employees or contractors to shrubbery, trees, flowers or other improvements (except damage to the
aforementioned special conduit and other equipment, if any) located on the land covered by said
easements, except to the extent of their respective gross negligence or willful misconduct.
I. Temporary Structures. No tent, shack, temporary building or structure, other than
construction offices and structures for related purposes during the construction period, shall be installed
or maintained on any Tract without the prior written approval of the Board. All temporary structures used
for construction purposes must receive approval by the Board with regard to location and appearance,
and must be removed promptly upon completion of construction.
J. Fences. All fences installed by an Owner along or in the vicinity of the boundary lines of
such Owner's Tract shall be approved by the Board and further subject to compliance with all laws,
regulations, codes, and ordinances of all applicable governmental authorities.
K. Landscaping. Two complete sets of landscaping architectural plans must be submitted to
the Board for written approval prior to commencement of construction on a Tract. All open, unpaved
space, Including, but not limited to, front, side and rear building setback areas, shall be planted and
landscaped, according to the plan approved in writing by Developer. Landscape plans submitted for
approval of the Board shall indicate the number, size, spacing and species of shrubs and trees, and the
species of ground cover. Asprinkler system of approved design shall be installed in all landscaped areas.
The Board will require reasonable landscaping of any traffic or parking island located within or at the
edges of any parking areas. Landscaping in accordance with the plans approved by the Board must be
installed within .thirty (30) days following the occupancy of a building or Tract. This period may be
extended by the Board in the event of Force Majeure delays. The Board may promulgate landscaping
guidelines which may be modified by the Board from time to time in its discretion. All landscaping installed
by an Owner shall be subject to compliance with all laws, regulations, codes, and ordinances of all
applicable governmental authorities.
H-Final Version of Declaration of ProlectiveCovcnants and Fasemcnls(6208804).D0C 7
4.
MAINTENANCE OF PROPERTY
The Owner or lessees of any portion of the Subject Property shall have the duty of and
responsibility for keeping their respective Tract and landscaping, vegetation, premises, Improvements and
appurtenances, in a well -maintained, safe, clean, sanitary and attractive condition at all times, in
compliance with all applicable regulations of governmental agencies having jurisdiction over health,
environment, safely and pollution control. No refuse orwaste materials shall be permitted to accumulate
on any part of the Subject Property but shall be regularly collected and disposed of. If, in the opinion of
the Developer, any such Owner or lessee is failing in this duty and responsibility, then Developer maygive
such Owner or lessee, or both, written notice of such fact, and such Owner or lessee must, within ten (10)
days of such notice, undertake the care and maintenance reasonably necessaryto restore such Owner's
or lessee's property to a safe, clean and attractive condition. Should any such Owner or lessee fail to
fulfill this duty and responsibility after such notice, then the Developer shall have the right and power to
perform, or have performed, such care and maintenance, including, without limitation, the mowing of any
vacant Tract, and the Owner and lessee (and/or both of them) of the Tract on which such work is
performed bythe Developer shall be liable for the cost of any such work and shall promptly reimburse the
Developer for the cost thereof. If such Owner or lessee shall fail to so reimburse the Developer within
thirty (30) days after being billed therefore, then said cost shall be a debt of such owner or lessee (and
both or them), payable to the Developer, and shall be secured by the same lien that secures the payment
of "Assessments" (hereafter defined), which lien shall be subordinate to any now existing or hereafter
created valid liens securing purchase money, the cost of construction or permanent financing therefore, or
any renewal or extension of such liens. From and after the Transfer Date, the Association automatically
shall have the authority reserved to the Developer in this Article 4 to cure any default of an Owner or
lessee. The Developer may delegate such right to cure any default of the Owner or Lessee to the
Association prior to the Transfer Date.
The Developer and Port Crossing Association hereby agree to maintain all drainage and detention
areas within the development.
INSURANCE. INDEMNITYAND CASUALTY LOSS
A. Each Owner, with respect to its Tract, including the Improvements and any operations
thereon, shall maintain at all times during the term of this Declaration, commercial general liability
insurance (including contractual liability insurance) with combined single limit coverage for personal injury,
bodily injury or death or property damage or destruction (including loss or the use thereof) in the amount
of not less than Three Million Dollars ($3,000,000), (which coverage may be in the form of combined
single limit coverage, with an aggregate, or a combination of combined single limit coverage with umbrella
coverage), provided further that the amount of such coverage is consistent with industry standard for
similar buildings and the cost thereof Is not financially prohibitive. Additionally, the Board shall have the
right to require an increase in the aggregate limit of such liability insurance if it becomes industry standard
to provide increased amounts of coverage. Such insurance shall be maintained in reputable, financially
responsible insurance companies, licensed to do business in Texas, and each Owner shall furnish to the
Board upon requests certificate or copyof its respective insurance policy conforming with the provisions
hereof. The Developer and Board shall be named as an additional insured under each Owner's
commercial general liability insurance policy, and such coverage shall be primary to any coverage
maintained by the Developer and/or the Board.
B. Each Owner shall maintain, at its cost, property damage insurance covering the full
replacement value of all Improvements located on their respective Tract, insuring against the perils of fire,
lightning, extended coverage vandalism and malicious mischief, and flood insurance (if available) from
time to time. Such insurance shall be maintained in a reputable, financially responsible insurance
company, and the Owners shall furnish to any other Owner upon request certificate or copy of Its policy
of Insurance conforming to the foregoing provisions.
H-Final Version of Declaration of Protective Covenants and Easements(620880 4).DOC
C. SUBJECT TO THE PROVISIONS OF PARAGRAPH D. BELOW, EACH OWNER
("INDEMNITOR") COVENANTS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE DEVELOPER,
BOARD AND EACH OTHER OWNER ("INDEMNITEE") FROM AND AGAINST ALL CLAIMS, COSTS,
EXPENSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN
CONNECTION W ITH (1) ALL DAMAGES AND CLAIMS, INCLUDING ANYACTION OR PROCEEDING
BROUGHT, ARISING FROM OR AS A RESULT OF THE DEATH OR INJURY OF ANY PERSON, OR
DAMAGE TO THE PROPERTY OF ANY PERSON OR ENTITY, WHICH SHALL OCCUR ON THE
TRACT OWNED BY EACH INDEMNITOR, EXCEPT FOR CLAIMS CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL ACT OR OMISSION OF THE INDEMNITEE, ITS LICENSEES,
CONCESSIONAIRES, AGENTS, SERVANTS OR EMPLOYEES, OR THE AGENTS, SERVANTS OR
EMPLOYEES OF ANY LICENSEE OR CONCESSIONAIRE WHEREVER THE SAME MAY OCCUR;
AND (II)ALL DAMAGES AND CLAIMS ARISING FROM OR AS A RESULT OF THE DEATH OR INJURY
OF ANY PERSON, OR DAMAGE TO THE PROPERTY OF ANY PERSON OR ENTITY W HICH OCCUR
ON ANOTHER OWNER'S PROPERTYAS A RESULT OF THE NEGLIGENT OR W ILLFULACTS OR
OMISSIONS OF THE INDEMNITOR.
D. Notwithstanding anything contained in this Declaration to the contrary, each Owner
("Injured Owner") herebywaives any and all rights of recovery, claims, actions or cause of actions against
another Owner, Developer and the Association and such other Owner's, Developer's and the
Association's agents, servants, partners, shareholders, directors, trustees, officers or employees
(collectively, the "Injuring Owner") for any loss or damage that may occur upon the Injured Owner's
property or to any personal property of such Injured Owner by reason of fire, the elements or any other
cause which is insured against (or could be Insured against) bythe terms of policies maintained by the
Injured Owner or policies required to be maintained by Injured Owner pursuant to the terms of this
Declaration, including the negligence of the Injuring Owner, its agents, officers, partners, shareholders,
directors, trustees, servants or employees and no insurer shall have any right of subrogation or
assignment against such Injuring Owner.
E. The insurance coverages described in Paragraphs A. and B. above maybe carried under
a policy or policies covering other liabilities, properties and locations of an Owner of the Tract subject to
this Declaration or a subsidiary or affiliate or controlling corporation of such Owner. Each insurance policy
or policies shall contain a provision that such policy may not be cancelled without a thirty (30) day written
prior notice by the insurer to Developer and the Association.
F. In the event of a casualty loss to any Improvements, the affected Owner shall either
(1) within a commercially reasonable time, not to exceed ninety (90) days after the occurrence of the
casualty loss, commence to repair all exterior and structural portions of such Improvements to the
condition which existed immediately prior to such damage or destruction or to such other condition
approved bythe Board, and complete the repair or restoration within one hundred eighty (180) days after
the occurrence of the casualty loss, subject to Force Majeure delays or (ii) within a commercially
reasonable time, not to exceed ninety (90) days after the occurrence of the casualty loss, demolish and
remove its damaged Improvements leaving a graded and landscaped and/or seeded area. In the event of
any such casualty loss or destruction, each Owner shall as soon as possible repair any common utility
lines located upon its Tract which service another Owner's Tract. Any Owner that does not elect to repair
or reconstruct after a casualty loss shall be entitled to retain all its insurance proceeds In connection with
such casualty loss provided that such Owner demolishes and removes the damaged Improvements;
otherwise, the insurance proceeds to cover the costs and expenses of demolishing and removing all
damaged Improvements on its Tract shall belong to and be paid to the Association.
H-Final Version of Declaration of Protective Cavenams and Easements(610880 4).DOC
N1
ENVIRONMENTAL REMEDIATION
Each Owner ("First Owner') agrees to indemnify, defend and hold harmless each of the other
Owners ("Other Owners") from and against any costs, fees or expenses (including, without limitation,
environmental assessment, investigation and environmental remediation expenses, third party claims and
environmental impairment expenses) incurred by any of the Other Owners in connection with First
Owner's generation, storage, transportation, treatment or disposal of Hazardous Substances at, to or from
the portion of the Subject Property owned by the First Owner, including, but not limited to, Other Owners'
costs in connection with monitoring such compliance. "Hazardous Substances," as used in this Article 71
means (a) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976
(42 U.S.C. §6901 at sue), as amended from time to time, and regulations promulgated there under;
(b) any "hazardous substance" as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. §9601 at sec), as amended from time to time, and
regulations promulgated there under; (c) any oil, petroleum products, and their by-products; (d) any
substance the presence of which on the portion of the Subject Property, (including, without limitation, in
the soil, air, structures and surface and sub -surface waters) owned by the First Owner is prohibited,
regulated or restricted by any law or regulation similar to those set forth in this definition, and (a) anyother
substance which by law or regulation requires special handling in its collection, generation, storage,
transportation, treatment or disposal.
7.
ENFORCEMENT
Any notice to the Developer or Board, as applicable, or request for approval by the Developer or
Board, as applicable, shall be made to the Developer or Board, as applicable, in writing, and shall be sent
to the Developer or Board, as applicable, by certified or registered mail, postage prepaid, addressed to
the then current address of such entities as announced from time to time. Initially, the address of the
Developer is: Port Crossing, 3330 S. Sam Houston Parkway E., Houston, Texas 77047, Attention:
Russell D. Plank. If any request for approval of a variance or exception to the restrictions provided
herein, subject to compliance with all applicable laws, regulations, and ordinances of the Cityof La Porte
or approval of any proposed action by an Owner is required to be made by the Developer or Board, as
applicable, the Developer or Board, as applicable, shall, within thirty (30) days after the request is made,
give the person making the request, at such person's address as shown in the request, written notification
either of the approval by the Developer or Board, as applicable, or of its rejection of the request, with a
specification of the reasons for such rejection. If the Developer or Board, as applicable, fails to give to the
person requesting such approval notification of rejection within such 30-day period as provided for above,
the Developer or Board, as applicable, shall be conclusively deemed to have given its approval with
regard to the request made. Any approval or rejection given by the Developer or Board, as applicable,
shall be in writing, and shall be signed by the Developer, or Board, as applicable, and any written
approval, rejection or other communication by the Developer or Board, as applicable, maybe relied upon,
as the act of the Developer or Board, as applicable, by the person receiving such approval, rejection or
other communication.
The Developer, including any successor owner of a substantial portion of the Subject Property
succeeding the Developer as a developer of the Subject Property, any Owner and the Association
(collectively, the "Principal Beneficiaries") shall have the right to enforce the restrictive covenants set forth
in this Declaration against any person or persons violating or attempting to violate this Declaration. No
tenant, lessee or occupant of any portion of the Subject Property and no customer or invitee of any such
tenants, lessee or occupant and no other party whomsoever (other than a Principal Beneficiary, as
aforesaid) shall have any rights to enforce any provision of this Declaration. In the event of a violation or
attempted or threatened violation of any provision of this Declaration, in addition to all other rights and
remedies available at law or In equity, a Principal Beneficiary shall be entitled to obtain restraining orders
and Injunctions (temporary and permanent) enjoining and prohibiting such violation, attempted or
threatened violation and commanding compliance with the provisions of this Declaration, without the
necessity of posting a bond.
H-Finnl Version of Declaration or F Wdive Covenants end Ensements(620880J).DOC 10
COVENANT FOR MAINTENANCE ASSESSMENTS
A. Creation of the Lien and Personal Obligation of Assessment. The Developer for each
Tract owned within the Subject Property, hereby covenants, and each Owner of any Tract by acceptance
of a deed therefor, whether or not It shall be expressed in any such deed or other conveyance, is
conclusively deemed to covenant and agree as a covenant running with the land to pay to the
Association assessments orcharges imposed from time to time by the Board forthe purposes set forth in
Section B.B. below (hereinafter referred to as "Assessments"). The Board shall have the right to adopt
and from time to time revise and amend procedures forthe purpose of establishing the Assessments, due
dates, billing and collection of the Assessments, provided that such procedures are not inconsistent with
the provisions hereto. The assessments established by the Board shall commence against the subject
Property on August 1, 2006. The Assessments shall be uniform as to each Tract on a per square foot
basis according to the land area comprising such Tract. If the Assessments have commenced to accrue
against the Owners, then, at the time an Owner takes title to a Tract, the installment for that month shall
be prorated as of the day the Owner takes title. Any Assessments not paid and received within ten (10)
days from the due date shall be deemed delinquent and, without notice, shall bear interest until paid at
fifteen percent (15%) per annum, not to exceed the maximum non -usurious rate allowed by applicable
law. The Board, at its option, may impose and collect late charges on delinquent payments, in addition to
Interest, in an amount to compensate the Association for the administrative burden of dealing with the
delinquency.
To secure the payment of the Assessments levied hereunder and any other sums due hereunder
(including, without limitation, reasonable attorneys fees and costs of collection, interest or late charges), a
vendor's lien and superior title shall be and is hereby reserved, and a contractual lien is hereby created, in
favor of the Association, in and to each Tract and assigned to the Association, which liens shall be
enforceable as hereinafter set forth by the Board or its appointed agent ("Agent") on behalf of the
Association.
Notice of the unpaid amounts, at any time, secured by the liens referred to, reserved by and
created in this Article 8 may, but shall not be required to be given by the recordation in the Real Property
Records of Harris County, Texas of a "Notice of Non -Payment," duly -executed and acknowledged by an
Agent of the Association, setting forth the amount owed, the name of the reputed Owner or Owners of the
affected Tract according to the books and records of the Association, and the legal description of such
Tract. The cost of preparing and filing the Notice of Non -Payment and its release shall be secured bythe
lien therefor.
Each Owner, by acceptance of a deed to such Owner's Tract, hereby expressly recognizes the
existence of such liens as being prior to such Owner's ownership of such Tract and hereby vests in the
Board or its Agent the right and power to bring all actions against such Owner or Owners personally for
the collection of such Assessments and other sums due hereunder as a debt, and to enforce the
aforesaid lien by all methods available for the enforcement of such liens, Including by judicial and/or
non -judicial foreclosure. Additionally, by acceptance of the deed to such Owner's Tract, each Owner
expressly grants a power of sale such Owner's Tract and all Improvements thereon, and all rights
appurtenant thereto for the purpose of securing the aforesaid Assessments and other sums due
hereunder remaining unpaid by such Ownerfrom time to time. The Agent maybe changed at anytime by
the Board. In the event of the election by the Board to foreclose the liens herein provided for nonpayment
of sums secured to be paid by such liens, then it shall be the duty of the Agent, as hereinabove provided,
at the request of the Board (which request shall be presumed) to enforce this trust and to sell such Tract
and all Improvements thereon, and all rights appurtenant thereto, at the door of the County Courthouse of
Harris County, Texas (in the area designated by the Commissioner's Court of Harris County, Texas, for
such purpose), on the first Tuesday In any month between the hours of 10:00 a.m. and 4:00 p.m. to the
highest bidder for cash after the Agent shall have given notices of the proposed sale in the manner
hereinafter set forth, or as provided by statute, whichever is less burdensome. Following sale, the Agent
shall make due conveyance of the Tract and all Improvements thereon to the purchaser or purchasers,
11-Final Version of DedaraiionofP.0,6,e Cn.n.nk and EaumenUf6208804).D0C 11
and may, but shall not be required to, give a general warranty of title to such purchaser or purchasers
binding upon the Owner or Owners of such Tract and all Improvements thereon and their heirs, executors,
administrators, successors and assigns. The Agent shall give notice of such proposed sale by posting a
written notice of time, place and terms of the sale for at least twenty-one (21) consecutive days preceding
the date of sale at the Courthouse door of Harris County, Texas, by fling such notice with the County
Clerk of Harris County, Texas, at least twenty-one (21) consecutive days preceding the date of sale, and,
in addition, the Agent shall serve written notice at least twenty-one (21) days preceding the date of sale by
certified mail on each debtor obligated to pay the debt according to the records of the Association of such
sale and the notice thereof shall comply with the provisions of Section 51.002 of the Texas Property Code,
as it may be amended from time to time. Service of such notice shall be completed upon deposit of the
notice in the United States mail, properly addressed to such debtor obligated to pay the debt at the most
recent address as shown bythe records of the Association. The affidavit of any person having knowledge
of the facts to the effect that such service was completed shall be prima facie evidence of the fact of such
service. If any change in Texas law occurs subsequent to the date hereof, this paragraph Aof Article 8
shall be amended to comply with such change in Texas law.
At any foreclosure, judicial or non -judicial, the Association shall be entitled to bid up to the amount
of the sum secured by its lien, together with costs and attorneys fees, and to apply as a cash credit
against its bid all sums due to the Association covered by the lien foreclosed. Out of the proceeds of such
sale, there shall first be paid all expenses incurred by the Association in connection with such sale,
including reasonable attorneys' fee and reasonable trustees' fees; second, from such proceeds there
shall be paid to the Association an amount equal to the amount in default, plus interest thereon; and, third,
the remaining balance shall be paid to such Owner and/or such Owner's mortgagee. From and after any
such foreclosure, the occupants of such Tract shall be required to pay a reasonable rent for the use of
such Tract and such occupancy shall constitute a tenancy -al -sufferance, and the purchaser at such
foreclosure sale shall be entitled to the appointment of a receiver to collect such rents and further, shall
be entitled to sue for recovery of possession of such Tract by forcible detainer without further notice.
B. Purpose of Assessments. TheAssessments levied by the Board shall be used exclusively
for the purpose of; (1) the operating costs and expenses of the Association; (it) the payment of all
organization costs and attorney fees incurred by the Association in connection with the enforcement of
this Declaration, including, without limitation, enforcement of parking restrictions; (!if) the maintenance,
replacement and repair of any Private Streets and any Improvements located within the Private Streets
(but not the initial construction of the Private Streets); (iv) the establishment and maintenance of capital
and operating reserves that the Board determines to be necessary and desirable; (v) the payment of any
ad valorem or other taxes due on any property owned by the Association; (vi) the payment of any costs or
expenses incurred with respect to the provision of any facilities and services related to the Private Streets
and other portions of the Subject Property determined to be necessary by the Board; (viii) street lighting,
street sweeping and street maintenance of any private streets in the Subject Property and maintenance of
entry markers, greenbelts, signs, detention ponds, retention areas, esplanades and landscape reserves
and other common areas owned by the Association or dedicated to a governmental entity; (vili) planting,
landscaping, watering, irrigation, mowing, tree surgery and general upkeep and maintenance of plants or
landscaped areas of the common areas owned by the Association; (viii) reimbursement of reasonable and
customary costs and expenses of the Association in connection with its operation and management and
administration of this Declaration (including, but not limited to, common engagement of third party
architects, engineers, attorneys, accountants, managers and other consultants in connection with the
administration of this Declaration) and such other non -capital items of expenses as may be deemed by
the Association, in its discretion and In good faith, to be necessary or desirable for the carrying out of this
Declaration; and (ix) promotion of the recreation, health, and safety(including, without limitation, security
patrols and other security measures if deemed necessary by the Association; provided however, that the
Association shall not be obligated to provide security patrols or other security measures and the provision
of any security measure does not guarantee the safety of any Owners, employees, guests, contractors or
invitees or that the property of any Owner, guest, contractor or invitee will not be damaged, vandalized or
stolen) and the general welfare of the Owners and lessees the Subject Property.
C. Maintenance Fund. The Assessments collected by the Association shall be paid into a
maintenance fund (the "Maintenance Fund") and shall be held, managed, invested and expended by the
H-Final Version of Declaration of Protective Covenants and Easonentc(6208804).130C 12
Board, in its sole good faith discretion, for any of the permitted purposes. The Board and the Directors
shall not be liable to any person or entity as a result of any action taken by the Board with respect to the
Maintenance Fund, except for willful misconduct or fraud.
D. Basis of Maximum of Annual Assessments. Notwithstanding the provisions of Paragraph
Aof this Article 8 to the contrary, the maximum initial annual Assessment shall be two cents ($0.02) per
square foot of land area in the Subject Property. From and after January 1, of the next succeeding
calendar year following the imposition ofthe Assessment, the annual Assessment may be increased as
follows:
The Developer may determine and certify that the then current annual Assessment is not
sufficient to meet reasonable expenses of maintaining and enforcing this Declaration and, the Developer
may increase the annual Assessment by an amount which shall not exceed the greater of: (I)10% or (it)
an amount equal to the yearly rise in the United States Department of Labor, Bureau of Labor Statistics
("BLS"), Consumer Price Index (forAll Urban Consumers CPI-U) Houston-Galveston-Brazoria, TX. —All
Items (1982-84 =100) (the "Index") as of July of each year from the preceding July. If, however, the Index
should be discontinued, such calculation shall be made by use of another reputable Index selected bythe
Board which is recognized by BLS and Is comparable to the Index. Additionally, if the base period of the
Index (currently 1982-84 = 100) is hereby modified, the base period used in making the aforesaid
calculation shall be appropriately adjusted by the Board to reflect such modification and if the Index is
published in such mannerthat an Index figure is not available each July, then the Index figure published
for the most recent month preceding July shall be used.
The annual Assessment shall not be increased more than once in any calendar year. However,
the right to increase the annual Assessment, as aforesaid, shall be cumulative and in the event the
annual Assessment is not increased to the maximum amount allowed for anyone or more years, then the
Developer shall thereafter have the right to increase any subsequent annual Assessment to an amount
equal to the maximum annual Assessment that would have been chargeable for that year as if the annual
Assessment had been increased by the maximum allowable hereunder for each of such prior years.
Notwithstanding the foregoing provisions of this Paragraph &D, in the event the Board determines
that it Is necessary to Increase the annual Assessment more than the amount prescribed by the formula,
the Board, by majority vote, and the affirmative vote of two-thirds (2/3rds) of those Owners who are voting
in person or by proxy at a meeting duly called for such purpose, may increase the maximum annual
Assessment for the subject calendar year. Once the maximum annual assessment for any calendar year
is increased pursuant to the provisions of this grammatical paragraph, the amount to which it has been
increased shall be the amount used to determine the maximum annual Assessment forthe next calendar
year.
E. Subordination of Assessment Lien to Mortgages. The liens securing the Assessments
provided for herein shall be subject and subordinate to (i) all liens for taxes or assessments levied by the
City, County and State Governments or any political subdivision or special district thereof and (it) the lien
of any duly -recorded first and/or second mortgage lien or first and/or second lien deed of trust upon one
or more Tracts made in good faith and for purchase money or Improvements. The sale or transfer of any
Tract shall not affect the assessment lien. However, the sale or transfer of any Tract which is subject to
any first or second mortgage lien, pursuant to a foreclosure of such lien or a conveyance in lieu of
foreclosure, shall extinguish the lien of such assessments as to payments thereof which become due
prior to such sale or transfer. No sale or transfer shall relieve the new Owner of such Tract from liability
for any assessment thereafter becoming due according to the terms herein contained or from the lien
thereof.
F. Exempt Property Notwithstanding anything to the contrary herein, the following property
shall be exempt from the payment of assessments: (a) any areas designated as Common Areas by the
Developer and accepted by the Association; and (b) all property dedicated to and accepted by any
governmental authority or public utility.
H-Final Version of Declaration of Protcdive Covenants and Easements(620880_4).DOC 13
G. Annual Financial Report. The Association shall deliver to each Owner an unaudited
annual financial report as required by the Texas Nonprofit Corporation Act not later than sixty (60) days
after the end of each calendar year.
PROPERTY OWNERS' ASSOCIATION
The administration of the Subject Property shall be governed by the PORT CROSSING
ASSOCIATION, a Texas non-profit corporation ("Association") to be formed not later than one hundred
eighty (180) days following the closing of the sale of the first Tract out of the Subject Property. The
Association shall act through a Board of Directors ("Board") of not less than three (3) Directors who need
not be members of the Association. The initial Directors of the Association shall be selected by the
Developer. The initial Directors for the Association shall hold office for an initial term of three (3) years
and, thereafter, until their successors are duly elected and qualified. After the expiration ofthe term of the
Initial Directors, the members of the Association shall elect a Board of Directors as provided for In the
Bylaws of the Association. Directors shall receive no compensation fortheir services, but, by resolution of
the Board, a Director may be reimbursed for reasonable expenses and costs incurred by him in carrying
out his duties. The Board shall have the power to enact any rules, bylaws, procedures and regulations,
not inconsistent with this Declaration.
"Transfer Date," as used herein, shall mean the earlier to occur of: (1) January 1, 2026; (li) thirty
(30) days following the date that seventy-five percent (75%) or more of the total square footage of the
Subject Property has been conveyed to parties not related to or affiliated with the Developer; or (III) the
Developers recordation of a notice in the Real Property Records of Hams County, Texas, to the effect
that the Transfer Date has occurred for purposes of this Declaration.
The Directors and the officers of the Association shall not be personally liable to the Owners,
Developer or the Association for any mistake of judgment or for any other acts or omissions of any nature
whatsoever (including, without limitation, any mistake in judgment, negligence or nonfeasance arising out
of or in connection with the approval or disapproval or failure to approve any submitted plans), except for
gross negligence, willful misconduct or bad faith. Every person who submits any Plans to the Board for
approval as herein provided agrees by submission of such Plans, and every lessee or Owner or person
claiming by or through an Owner or lessee agrees by acquiring title to any Tract or interest in a Tract, that
it will not bring any action or suit against the Association or any director or officer, or anyone or more of
them, their respective agents, employees, members or assigns, to recover any damages as a result
thereof, except for gross negligence, willful misconduct or bad faith.
Any Owner of a Tract within the Subject Property shall be a member of the Association, and shall
remain a memberfor the period of its ownership. Each member of the Association shall be entitled to one
(1) vote for each ten thousand (10,000) sq. ft. of the total square footage of the Tract it owns; Provided,
however, that in the event of the expansion of the Subject Property subject to this Declaration, the votes
to which an Owner of land within the Subject Property is entitled shall be revised and adjusted to a ratio
that said number of square feet owned bears to the total number of square feet in the Subject Property, as
expanded. There shall be no fractional votes. No Owner shall be entitled to vote in any election
concerning any action submitted before the Members for their vote during any period in which any such
fees or assessments assessed against such Owner are delinquent or such Owner is otherwise in violation,
of this Declaration as to which such Owner has received written notice of such violation.
SEVERABILITY
Invalidation of any one of these covenants and restrictions byjudgment or court order shall in no
way affect any of the other provisions, which shall remain in full force and effect.
H-Final Version of Dmlarelioo of Protective Covenams and Easemems(620880_4fDOC 14
lip
ADDITIONAL RESTRICTIONS
The Developer may make additional restrictions applicable to any Tmct by appropriate provisions
in any deed or deeds hereafter conveying any land within the Subject Property, without otherwise
modifying the general plan outlined above, and such other restrictions shall inure to the benefit of the
Owners of any other land in the Subject Property in the same manner as though they had been expressed
herein. W ithout the consent of any other party, including any Owner, Developer shall have the right to
extend the restrictions and covenants hereof to any land hereafter owned or acquired by Developer, any
boundary of which Iles within one mile of the Subject Property ("Additional Land") by filing a supplemental
declaration, in the Real Property Records of Harris County, Texas, adding the Additional Land to the
Subject Property subject to this Declaration. Nothing herein contained, however, shall be deemed to
impose any restrictions on any portion of the Additional Land unless Developer, as the owner of the
Additional Land or any portion thereof, thereafter elects to subject any portion of theAdditional Land to the
general plan outlined above by expressly providing for same In any deed or other instrument executed by
the Developer, as the owner of the portion of the Additional Land to be made subject to these covenants
and restrictions.
12.
TERM
These covenants shall run with the land comprising the Subject Propertyand shall be binding on
all Owners and lessees of any of the Subject Property and their respective heirs, executors, Boards,
devisees, successors and assigns, and all persons claiming under them, from the date on which these
covenants are recorded though January 1, 2056, afterwhich time these covenants shall be automatically
extended for successive periods of ten (10) years each, unless within six (6) months prior to January 1,
2056 (or the end of any extended period) an instrument executed and acknowledged by the persons or
entities who then own at least two-thirds (213rds) of the total square footage of land in the Subject
Property (exclusive of public streets) has been recorded in the Real Property Records of Harris County,
Texas, terminating these covenants in whole or in part at the end of any such original or extended term.
13.
AMENDMENTS
Notwithstanding the provisions of Article 12 to the contrary, this Declaration may be amended at
anytime (subject to compliance with all applicable laws, codes, regulations, and ordinances of the City of
La Porte) by the written action of the Owners of at least two-thirds (2/3rds) of the total square footage in
the Subject Property, regardless of whether such two-thirds (2/3rds) ownership consists of Developer
alone, Developer and Other Owners or Other Owners alone; provide d, however, that if such two-thirds
(2/3rds) ownership consists of Owners alone, then so long as Developer retains fee simple legal title to at
least five (5) acres in the Subject Property, such Other Owners must obtain Developers written consent to
any amendment of this Declaration and Developer agrees to consider any proposed amendment in the
exercise of good faith judgment and to describe Its objections thereto, if any, in writing in reasonable
detail. No amendment shall be effective unless made and recorded ten (10) days In advance of the
effective date of such change and unless written notice of the proposed amendment is sent to Developer
and every Owner at least thirty (30) days in advance of any action taken prior to recordation. No
amendment shall be applicable to existing Improvements on the Subject Property (or the replacement of
such Improvements following casually or other damage if restored in a substantially similar manner and
the restoration is in compliance with all applicable laws), unless such instrument(s) shall be signed by all
of the then Owners of the Subject Property. Notwithstanding anything herein to the contrary, Developer
shall have and reserves the right at anytime and from time to time, without the joinder or consent of any
owner or other party, to amend this Declaration by any instrument in writing duly signed, acknowledged
and filed for record by Developer for the purpose of correcting any typographical or grammatical error,
ambiguity or inconsistency appearing herein or clarifying any provision therein; provided, however, that
11-17ina1 Version of Declaration of Protective Covenants and Eesemems(6208804).DOC 15
any such amendment shall be consistent with and In furtherance of the general plan of development as
evidenced by this Declaration and shall not impair or affect the vested property or other rights of any
Owner; and provided further, that nothing herein shall be construed to permit an amendment providing for
a use inconsistent with or prohibited by the provisions of this Declaration.
14.
MISCELLANEOUS
A. Protection of Name. No Owner shall use the phrase"Port Crossing" or anyword orwords
similarthereto in connection with any Tractor any business operated in connection with any Tract, without
the priorwritten consent of Developer. The restriction contained in this Paragraph A is forthe sole benefit
of and may be enforced only by Developer.
B. Notices. Any notice permitted or required to be given under this Declaration shall be in
writing and may be given either personally or by mail, facsimile machine (with confirmation of delivery) or
overnight air courier service. If served by mail, each notice shall be sent postage prepaid, certified mail,
return receipt requested, addressed to any person at the address given by such Person to the Association
in writing for the purpose of service of such notice, or to the Tract of such person if no address has been
given to the Association and shall be deemed given, if not actually received earlier, at 5:00 p.m. on the
second business day after it is deposited in a regular depository of the United States Postal Service.
Such address may be changed from time to time by notice in writing to the Association.
C. Right of Entry; Enforcement by Self Help. The Association shall have the right, in addition
to and not in limitation of all the rights it may have under this Declaration, to enter upon any Tract,
including any Improvements located thereon, for emergency, security, maintenance, repair or safety
purposes, which right may be exercised by the Association's Board, officers, agents, employees,
managers, and all police officers, firefighters, ambulance personnel, and similar emergency personnel in
the performance of their respective duties. Except in an emergency situation, entry shall be only during
reasonable hours and after reasonable notice to the Owner or occupant of the Tract or Improvements.
In addition to any other remedies provided for herein, the Association or Its duly authorized agent
shall have the power to enter upon any Improvements or any portion of a Tract to abate or remove, using
such force as reasonably may be necessary, any Improvement to Property, other structure, or thing or
condition that violates this Declaration, the Bylaws, any Rules and Regulations, or any use restrictions.
Unless an emergency situation exits, such self-help shall be preceded bywritten notice. All costs of self-
help, including reasonable attorneys fees actually Incurred, shall be assessed against the violating Owner
and shall be collected as provided for herein for the collection of Assessments.
All such entries shall be made with as little inconvenience to the Owner as is practicable in the
judgment of the Association and any damages caused thereby (as distinguished from repairs with respect
to which the Association is entitled to a reimbursement assessment) shall be borne bythe Maintenance
Fund of the Association.
D. PlattinglReplatting. If for any reason, the Developer should be required or deem it
necessary to plat or replat the Subject Property, or any portion thereof, such platting or replatting may be
accomplished without the consent of the Other Owners, or their mortgagees; provided, however, that the
Developer has obtained the approval of the City and other governmental body or bodies, as applicable, for
such platting or replatting. In addition, if for any reason an Owner other than the Developer, should find it
necessary or be required to plat or replat all or a portion of the Tract owned by him, such Owner may
proceed with the platting or replatting without the consent of the Other Owners, or their mortgagees;
provided, however, that (i) such Owner has obtained the approval of the appropriate governmental body
or bodies, and (f) the Board has given its prior written consent to such platting or replatting, which
consent shall not be unreasonably withheld or delayed.
H-Final Version of Dedornlion dPwtcdive Covenantsantl Emernenrs(6208804). DOC 16
E. Violations of Law. Any violation of any federal, state, municipal, or local law, ordinance,
rule, or regulation, pertaining to the ownership, occupation, or use of any property within the Subject
Property hereby is declared to be a violation of this Declaration and shall be subject to any and all of the
enforcement procedures set forth in this Declaration.
F. Remedies Cumulative. Each remedy provided under this Declaration is cumulative and
not exclusive.
G Restrictions Construed Together. All of the provisions of this Declaration shall be
construed liberally to promote and effectuate the fundamental concepts of the Subject Property, as set
forth in the Declaration.
H. Number and Gender. Unless the context requires a contrary construction, the singular
shall Include the plural and the plural the singular; and the masculine, feminine, or neuter shall each
Include the masculine, feminine, and neuter.
I. Estoppel Certificates. Within fifteen (15) days after receipt of a written request from any
Owner, the Association shall certify by written instrument, duly executed and acknowledged, to any lender,
purchaser or any other person specified in the request: (i) whether this Declaration has been
supplemented or amended, and if so, the substance of the supplement or amendment; (ii) whether the
Owner is in violation of any provision of this Declaration, and if, so, the description of the violation; (iii) the
then current amounts of Assessments and the status of their payment by such Owner; and (iv) any other
matters may be reasonably requested by the Owner.
J. Captions for Convenience. The titles,headings, and captions used in this Declaration are
intended solely for convenience of reference and shall not be considered in construing any of the
provisions of this Declaration.
K. Force Majeure. "Force Majeure," as used herein, shall mean any delays in performance
by a party required hereunder due to strikes, riots, acts of God, shortages of labor or materials, work,
governmental laws, regulations or restrictions, inclement weather or any other causes of any kind
whatsoever which arebeyond the reasonable control of suclh party, In which event, the party prevented
from performing as a result of such Force Majeure delays, shall be entitled to an extension of the time for
performance equal to the duration of such Force Majeure delays.
L. Governing Law. This Declaration shall be construed and governed under the laws of the
State of Texas.
M. Mergers or Consolidations. Upon a merger or consolidation of the Association with
another association, its properties, rights, and obligations may be transferred by operation of law to
another surviving or consolidated association or, alternatively, the properties, rights, and obligations of
another association may be added by operation of law to the properties, rights, and obligations of the
Association as a surviving corporation pursuant to a meter. The surviving or consolidated association
may administer and enforce the covenants, conditions, and restrictions established by this Declaration
governing the Subject Property, together with the covenants and restrictions established upon any other
property, as one plan, subject also to the provisions of the Declaration.
N. Delay In Enforcement. No delay in enforcing the provisions of this Declaration as to any
breach or violation thereof shall impair, damage, or waive the right of any party entitled to enforce the
same to obtain relief against or recover for the continuation or repetition of such breach or violation or any
similar breach or violation thereof at any later time or times.
H Final Version of Declaration of Pra move Covenaals and Easemems(620880 J). DOC 17
EXECUTED this 1&'J day of September, 2006.
PORT CROSSING LAND, LP,
a Texas limited partnership
By: Port Crossing Land GP, LLC,
a Texas limited liability company
its general partner
By
Russell D. Plank, Vice President
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on thisa0— day of September, 2006, by
RUSSELL D, PLANK, Vice President of PORT CROSSING GP, LLC, a Texas limited liability company,
general partner of Port Crossing Land, LP, a Texas limited partnership, on behalf of such
� partnership.
L44eA"e�A Al - bltY
IONota ubllc in and for
RM
mThe State of Texas
POWELL ROAD LOGISTICS, L.P.,
a Texas limited partnership
By: Powell Road Logistics GP, LLC,
a Texas limited liability company,
its general partnere /
By 4� f ®44-
Russell D. Plank, Vice President
H-Final Version or Declaration of Protective Coven ants and Fssements(620080_4) 18
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this oT4 dayof September, 2006, by
RUSSELL D. PLANK, Vice President of POWELL ROAD LOGISTICS GP, -LC, a Texas limited liability
company, general partner of Powell Road Logistics, L.P., a Texas limited partnership, on behalf of such
partnership.
6K �', (1- r(�Q.(GP
No Public in and for
The State of Texas
FLPCW, LP,
a Texas limited partnership
By: FLP Candle GP, Inc.,
a Texas corporation,
its general partner
ByL�'7
Geor a Cook, President
THE STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on this-XI-4day of September, 2006, by
GEORGE COOK, President of FLP Candle GP, Inc., a Texas corporation, general partner of FLPCW, LP,
a Texas limited partnership, on behalf of such partnership.
Note ublic in and for
ffm
The rate of Texas
Fi-Final Version of Declare ion of Pmroctive Cnvenen�s and F.asements(6208804).D0C 19
NATIONAL PROPERTY HOLDINGS, L.P.,
a Texas limited partnership
By: National Property Holdings GP, L-C,
a Texas limited liability company
its general
all partner Q
Russell D. Plank, Vice President
THE STATE OF TEXAS
COUNTY OF HARRIS
This Instrumentwas acknowledged before me on this,5 6 clay of September, 2006, by
RUSSELL D. PLANK, Vice President of NATIONAL PROPERTY HOLDINGS GP, LLC, a Texas limited
liability company, general partner of National Property Holdings, L.P., a Texas limited partnership, on
behalf of such partnership.
NI"Pulft 8�*l 'OfT�
The State of Texas
��
::
1 e F ff n0:
H-Final Version of Declem�ion of Prolenive Covenants and Fzsemenu(6208804) 20
DEL PISO INVESTMENTS, LLLP, an Arizona limited
liability limited partnership
By: Hari Avenue Investments, L.L.C., an Arizona
limited liability compan is general partner
By.
Gary SKafstJn, Manager
By:
Matthew HuartgWarager
STATE OF ARIZZONA_ / §
COUNTY OF Nl?j A §
)CW71csPR § ^//
This instrument was acknowledged before me on this the NCO day of September, 2006, by Gary
Skarsten, Manager of Hari Avenue Investments, L.L.C., an Arizona limited liability company, general
partner of Del Piso Investments, LLLP, an Arizona limited liability limited partnership, on behalf on said
limited liability limited partnership.
/ 5EP7�!77/.3E72
Given under m hand n s o 's aCO day ofyvfy-2006; A.D.
(Seal BONNIE GILMEIBiER
NRtaty PuaiC Atlzolq
MwkoRa Coumy NOT RY PUBLIC, S F
corrrn. Eap4eE sl. !�° My Cc mission E) ires. ,C-,71-'X"
STATE OF ARqA914A §
COUNTY OF NRn A�e_ §
This Instrument was acknowledged before me on this the �day of September, 2006, by Matthew
Huarte, Manager of Hari Avenue Investments, L.L.C., an Arizona limited liability company, general partner
of Del Piso Investments, LLLP, an Arizona limited liability limited partnership, on behalf on said limited
liability limited partnership. p/
Given under my hand and seal of office this a' " day 000fff July, 2006, A.D.
(Seal) `.
NOTARY PUBLIC, STATE OF QQ
1 My Commission Expires:d0�
s CamWapRI /61lBB!
2 •'� Melaly PtYsb Calk1111p
MYC ExOtrMO�iY iQ
n-Final version of Declaration of Protective Covenants and Easemenb(620880_4)
EXHIBIT E
FROM : Northrup Associates Inc PHter). 713 4s3 Sa39 Feb. ® L999 ®:trSM P22
MMH7
DRAFT TRAFFIC CONTROL PLAN
TEXAS IMPORT-EXPORT PARK
An Approdmate 292,sere Mixed Use Development
La Porter Texas
A commercial nixed use pteod is to be constructed within a PM zoning district in the City of
LaPorte, Texas. This project known as Term /m wo-m Port Park (Project) combiao as a
plannedcommunity,afitllrsngeofu from multillatitym rail- servediedusaial. Pvrsumtio
tib adoption of a Special Condldmtal UsoPermit (SCUP) by the City, this document is to provide
guidance as to the control ofimernsl and external automobile and buck traffic generated by the
Project. Wlnlo the General Plan for the Projcct generally designates the various user, by
orduame each individual building or devdmpmen site will mquim fiuther Sim Plan review. That
review pmeeex v4 therefom, include an expansion of the Traffic Control Plan to address site
specie issues particular to that use or plan as an addendum to this document.
The goal of the Traffic Control Plan is to insure the efficient flow of traffic to sod fleet ad within
the Pmjea in a manner that wN mimic additional adverse impacts to the wdsft thomugh&m
system of the areait is b4cnded that the guidance estabfishod herein shag be c sliced by the
Project P opany Owners Association (Association) with ova td* "a City. This guidsnee is
to be used in the preparation of development sus pleas as well as the implementation of
operational parameters far Internal control of all vehicular tsariicby the Owns Developer and
assigrue, including project managers, tenants, and subsequent individual site owners or bushnwea.
The site is served by a cantmDed access principle artcrial, State Highway 146, with a plammcd
interchange at Wharton WeemsBouhevard, a planned 4-1ase collector suert. biax5ng the Pmjea
and turning into Powell Road a a parallel 1§mLly to S.A. 146. Due to the relatively imr&ed
service mom of theWharton Weemr-Powen connection, it will more than adequately accommodate
anticipated traffic generated by such a Projat
Therefory managers, tenants, end business ownar-operason are to provide routing instructions
for all traffia servbn sites wittier the Project. This shell include employees, comparry tucks and
vehicles, customer, camcn, vendors or regular contractors maldng repetitive dcliveries.
TRAFFIC CONTROL CUDIELINES
The following initial guidelines address the aaential initial issues of traffic control relative m the
Project and maybe emended as more derailed planning and site specific issues develop.
1 of2
FR@f tbrtbrvp aaaoefatea Inc R+1pE far. ?13 4(r"3 5H39 Feb. W t999 ®:EFM FM
I a Y
AD "not aerated tMMC shall be directed to Inpw and agrees the site at the
S.H. 146-Wharton Wens Blvd. intmseetlon EWesy efert Is to he made to
dismenage or present ttfffit to"from Pairmaet Parkway. lntaadel trai4e is to
also be directed to the S.H. 146-W emu inteasvbaq especially track traffic.
Men plan design wbee pncticabIc shell uhT= common driveways andcots-aacees
easements (6jvee) between alone to faoRtate quality and effxtive mtcaaltrnf$e Sow,
circulation within the Project.
Drivewaym especially to S. H. 146, shag be mdnim6nd w the earma practicable and within
the GmBa stated wWun tfm3CUP. Each budding site must be agowed at laaar one
driveway ifmquesbed, but sharing of driveways should be encouraged as a pogcy.
Location of driveways oppoake each other along Wimtm Weems Blvd. should be
mcoosaged, punculady where taplane& operdags might esdee
Driveways along Powell Road nag be designed and signed accordingly to facilitato the
flow of truck traffic toward the SE. 146 mtessocdon. A driveway design that would
prwmpt truck tmffic to the north toward Fassmem Parkway is to be mandated, except for
those destined to Acilitles that may wilt south ofFairm cat Parkway.
Fsplansdes, eaptmedo openings, including left cum lams, and driveway curb returns shag
be designed to mfay accommodate truck traffic with minimum impacts on otbar roadway
traffic Whom poadble and practicable consideration slug be given to the separation of
mnomobiie and truck emBmas,drh aays and parlong
All aspects of traffic design discussed herein, including but art f nitedto geometric deago, I
signs, and standards shall conform to the applicable pmvisiom of the City Code of Ordmaoxs,
the Twat Moored on ura m Traffic Contort Dmica, and recommendations and standards of
the traffic industry (AASHTO).
bstbcded for idormetion purposes only are esamplas of traffic eomml d&Am and designs that
Musuate pansnia mludom w vadom conditions ducossed abova Atho vugh mr{ * iog
mayds othere project will include more detailed study of these UXMO issues and will be
incorporated into this document
2 of2
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