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AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, EXCLUDING LAND FROM REINVESTMENT ZONE NO. ONE, CITY OF BAYTOWN, TEXAS; INCLUDING LAND WITHIN THE ZONE; EXTENDING THE TERM OF SUCH ZONE; APPROVING AN AMENDMENT TO THE PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN OF THE ZONE; CONTAINING VARIOUS PROVISIONS RELATED TO THE FOREGOING SUBJECT; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** WHEREAS, the City Council of the City of Baytown passed Ordinance No. 9197 on August 9, 2001, which created Reinvestment Zone No. One, City of Baytown, Texas, (the Zone ) for the purposes described therein, and subsequently approved a Project Plan and Reinvestment Zone Financing Plan with respect to the zone, as well as the annexation of land into the zone; and WHEREAS, the City Council of the City of Baytown approved the Restated And First Amended Project Plan And Reinvestment Zone Financing Plan, as amended (the Plan ), for the Zone; and WHEREAS, the Board of Directors of the Zone has requested, to better implement the Plan, that the City Council exclude certain land from the Zone boundaries on the basis that the excluded land will not benefit from inclusion in the Zone and the improvements and financing contemplated by the Plan will be enhanced by the exclusion of such land from the Zone; and WHEREAS, the City Council concurs in such recommendation; and WHEREAS, the exclusion of such land from the Zone is in accordance with applicable law, including the applicable provisions of Sections 311.006 and 311.007, Texas Tax Code; and WHEREAS, the Board of Directors of the Zone has further requested, to better implement the Plan, that the City Council extend the term of the Zone, as provided in Section 311.007(c), Texas Tax Code, to December 31, 2045, to allow additional time for the implementation of the Plan, and the City Council concurs in such recommendation; and WHEREAS, the City Council wishes to add certain areas in the Zone that are located wholly within the corporate limits of the City and are contiguous to the existing boundaries of the Zone, and that improvements in the Zone as enlarged will significantly enhance the value of all the taxable real property in the Zone and will be of general benefit to the City; and WHEREAS, the City Council finds that the areas proposed for addition to the Zone are unproductive, underdeveloped and blighted, and, additionally, meet the requirements of Section 311.005, Texas Tax Code, because the area to be added substantially arrests or impairs the sound growth of the City; retards the provision of housing accommodations; constitutes an economic or

social liability and is a menace to the public health, safety, morals and welfare in its present condition and use because of the presence of the predominance of defective or inadequate sidewalk and street layout; faulty lot layout in relation to size, adequacy, accessibility or usefulness; are predominantly open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors, substantially impair or arrest the sound growth of the City; and WHEREAS, less than 30 percent of the property proposed to be added to the Zone, excluding property dedicated to public use, is used for residential purposes as defined in Section 311.006(d), Texas Tax Code; and WHEREAS, the total appraised value of taxable real property in the enlarged Zone and in any other existing reinvestment zones does not exceed 50 percent of the total appraised value of taxable real property in the City and in any industrial districts created by the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: The findings contained in the preamble to this ordinance are declared to be true and correct and are hereby adopted as part of this ordinance. Section 2: The land described in Exhibit A attached hereto is hereby excluded from the boundaries of the Zone. Section 3: The land described in Exhibit B attached hereto is hereby included in the boundaries of the Zone. Section 4: The term of the Zone is hereby extended until December 31, 2045. Section 5: hereto. The Plan for the Zone is hereby amended as shown in Exhibit C attached Section 6: The appropriate City officials are authorized and directed to take all actions reasonably necessary to implement the terms of this ordinance. Section 7: If any provision, section, subsection, sentence, clause, or phrase of this ordinance, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, void, or invalid, the validity of the remaining portions of this ordinance or their application to other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this ordinance that no portion hereof or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity of any other portion hereof, and all provisions of this ordinance are declared to be severable for that purpose. 2

Section 8: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ AND PASSED by the affirmative vote of the City Council of the City of Baytown this the 11 th day of December, 2014. ATTEST: STEPHEN H. DONCARLOS, Mayor LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney R:\Karen\Files\City Council\Ordinances\2014\December 11\TIRZ Ordinance.doc 3

Exhibit "A" Boundary Description TIRZ No. 1 Exclusion of San Jacinto Mall Property City of Baytown, Harris County The area to be excluded from the City of Baytown Tax Increment Reinvestment Zone No. 1 is approximately 112 acres in size and is situated at the southwest corner of the intersection of Interstate Highway 10 East and Garth Road Right-of-way (ROW). With the point of beginning being the southeast corner of 12.4302 acre tract (ABS 899 W. C. RR. CO. JACINTO MALL TR C) and west ROW of Garth Rd.; Then generally west along the south boundary of said 12.4302 acre tract to southwest corner of said tract; Then generally north along the west boundary of said 12.4302 acre tract to coincident southeast corner of 2.5 acre parcel (SAN JACINTO MALL LT D); Then generally west along south boundary of said 2.5 acre parcel, and 14.92 acre parcel (SAN JACINTO MALL LT F) to southwest corner of said parcel; Then generally north along west boundary of said 14.92 acre parcel, and 38.453 acre tract (SAN JACINTO MALL R/P TR I) to northwest corner of said 38.453 acre tract and coincident south boundary of 20.5195 acre tract (HIGHLAND FARMS TR61A-2 BLK 19); Then generally east along north boundary of said 38.453 acre tract, and south boundary of said 20.5195 acre tract, and 3.261 acre tract (HIGHLAND FARMS TR 61B BLK 19) to southeast corner of said 3.261 acre tract; Then generally north along east boundary of said 3.261 acre tract to northeast corner of said parcel and south ROW of Interstate Hwy 10 East Frontage Road (eastbound) and coincident northwest corner of 0.752 acre parcel (ABS 1472 G. C. DAVIS SAN JACINTO MALL R/P LT K); Then generally east along south ROW of Interstate Hwy 10 East Frontage Road (eastbound) and north boundary of said 0.752 acre parcel, and SAN JACINTO MALL TRS J, J3, J2, J1, Lots E and A, and 0.966 acre parcel (ABS 1472 G. C. DAVIS CHILIS RESTAURANT AMEND RESERVE), and 0.9926 acre parcel (SAN JACINTO MALL LT A1) to north corner of 0.9926 acre parcel (SAN JACINTO MALL LT A1); Then southeast along north boundary of said 0.9926 acre parcel to northeast corner of said parcel and west ROW of Garth Road; Then generally south along west ROW of Garth Rd, and east boundary of said 0.9926 acre parcel, 1.0414 acre parcel (ABS 1472 G. C. DAVIS JOHNNY CARINOS RESTAURANT AMEND), 0.9904 acre tract (SAN JACINTO MALL R/P TR I-2), 38.453 acre tract (SAN JACINTO MALL R/P TR I), 9.8 acre tract (SAN JACINTO MALL LT B), 0.9904 acre parcel (ABS 899 W. C. RR. CO. TEXAS ROADHOUSE BAYTOWN LT 1 BLK 1), to southeast corner of 12.4302 acre tract (SAN JACINTO MALL TR C) and point of beginning of 112 acre tract; 7 of 11

Exhibit "A," cont. Note: San Jacinto Mall Property (ur) to be excluded from the TIRZ while the northern half of 90.6741 acre property (left) to be annexed. 8 of 11

Exhibit C Amendment to the Plan 6

Exhibit "B" Boundary Description TIRZ No. 1 Addition of 45 acre tract City of Baytown, Harris County The area to be included in the City of Baytown Tax Increment Reinvestment Zone No. 1 is approximately 45 acres and is located 1,220 feet south of the intersection of John Martin Road and Interstate Highway 10 East (eastbound) Frontage Road Right-of-Way (ROW). With the point of beginning being the northwest corner of 90.6741 acre tract (ABS 899 W.C. RR. CO. HIGHLAND FARMS TR 61E BLK 19) and east ROW of John Martin Rd.; Then generally east along north boundary of said 90.6741 acre tract to northeast corner of said tract and west boundary of ; Then generally south along east boundary of said 90.6741 tract and west boundary of City of Baytown TIRZ No. 1 to south easement of drainage channel (trib. to Goose Creek); Then generally west along south easement of drainage channel (trib. to Goose Creek) and City of Baytown TIRZ No. 1 Boundary to east ROW of John Martin Rd. and west boundary of said 90.6741 acre tract; Then generally north along east ROW of John Martin Rd., and west boundary of said 90.6741 acre tract to northwest corner of said tract and point of beginning of approx. 45 acre tract; 9 of 11

Exhibit "B," cont. Map Exhibit San Jacinto Boulevard Right-Of-Way City of Baytown, Harris County 10 of 11

Exhibit "C" TAX INCREMENT REINVESTMENT ZONE, NUMBER ONE CITY OF BAYTOWN December 2, 2014 2014 AMENDMENT TO THE PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN

I. PROJECT PLAN Existing uses and conditions of real property within the area of the Zone Page 3 Map of original zone with mall property area of exclusion, and 45 acre addition 4 II. Proposed changes in zoning ordinance, master plan of the municipality, building codes and other municipal ordinances 5 III. List of estimated non-project cost items 5 REINVESTMENT ZONE FINANCING PLAN I. II. A detailed list describing the estimated projects of the Zone, including administrative expenses A statement listing the kind, number and location of all proposed public works or public improvements in the Zone 5 5 III. The estimated amount of bonded indebtedness to be incurred 5 IV. The time when related costs or monetary obligations are to be incurred 5 V. A description of the methods of financing all estimated project costs and the expected sources of revenue to finance or pay project costs, including the percentage of tax increment to be derived from the property taxes of each taxing unit that levies taxes on real property in the Zone 5 VI. The current total appraised value of taxable real property in the Zone 6 VII. The estimated captured appraised value of the Zone during each year of its existence 6 VIII. Duration of the Zone 6 IX. Appendix A (boundary description and map of area to be excluded) 7-8 X. Schedule A 9 2 of 11

2014 AMENDMENT PROJECT PLAN This is an amendment to the Amended and Restated Project Plan and Reinvestment Zone Financing Plan as amended (the Plan ) for Reinvestment Zone No. One, City of Baytown, Texas ( Zone ). Except as amended hereby, the Plan remains in full force and effect. I. EXISTING USES AND CONDITIONS OF REAL PROPERTY WITHIN THE AREA OF THE ZONE The Zone consists of property located in the general vicinity of the intersection of Interstate 10 and Garth Road. Existing development within the Zone consists of residential and commercial/retail development including the San Jacinto Mall. The Zone was enlarged in 2012 under the 2012 Amendment to the Plan to include land located east of Sjolander Road and north of Interstate 10. The enlargement area was developed as a Chevron Phillips chemical plant including improvements to Sjolander Road. The below map shows existing conditions of the Zone. The purpose of this 2014 Plan Amendment is to exclude property from the Zone due to declining property values that are having a detrimental effect to the Zone, add 45 acres of undeveloped land along John Martin Road, add San Jacinto Boulevard right-of-way, and extend the life of the Zone through 3 of 11

year 2044. The excluded property will comprise the entirety of the San Jacinto Mall as described in the below map. The 45 acres of undeveloped land and right-of-way to be added to the Zone is also shown. 4 of 11

II. PROPOSED CHANGES IN ZONING ORDINANCES, THE MASTER PLAN OF THE MUNICIPALITY, BUILDING CODES AND OTHER MUNICIPAL ORDINANCES There are no proposed changes to any city ordinance, master plan or building codes. III. LIST OF ESTIMATED NON-PROJECT COSTS There are no non-project costs. REINVESTMENT ZONE FINANCING PLAN I. A DETAILED LIST DESCRIBING THE ESTIMATED PROJECT COSTS OF THE ZONE, INCLUDING ADMINISTRATIVE EXPENSES Estimated Project Costs 1. The construction of San Jacinto Boulevard from Interstate 10 south to Cedar Bayou-Lynchburg Road at an estimated cost of $11,000,000 will be undertaken as part of this Plan amendment. 2. The construction of water, wastewater and drainage improvements for the development of the 45 acre addition at an estimated cost of $2,250,000 will be undertaken as part of this Plan amendment. II. STATEMENT LISTING KIND, NUMBER AND LOCATION OF ALL PROPOSED PUBLIC WORKS OR PUBLIC IMPROVEMENTS IN THE ZONE 1. The construction of San Jacinto Boulevard at an estimated cost of $11,000,000 will be undertaken as part of this Plan amendment as noted in Map 1 on page 4. 2. The construction of water, wastewater and drainage improvements at an estimated cost of $2,250,000 will be undertaken as part this Plan amendment as noted on Map 1 on page 4. III. ECONOMIC FEASIBILITY STUDY By excluding property from the Zone, adding 45 acres and extending the life of the Zone for thirty (30) additional years, the Zone will be better able to finance the construction of San Jacinto Boulevard. Schedule A attached to this plan demonstrates economic feasibility (which constitutes an economic feasibility study). IV. THE ESTIMATED AMOUNT OF BONDED INDEBTEDNESS TO BE INCURRED The amount of bonds and bonded indebtedness will be a function of the availability of Zone revenues as estimated by Schedule A attached hereto. V. THE TIME WHEN RELATED COSTS OR MONETARY OBLIGATIONS ARE TO BE INCURRED 5 of 11

It is estimated that San Jacinto Boulevard will be constructed in 2015 at which point the Zone would have incurred a monetary obligation associated with this plan amendment. Improvement on the 45 acre tract will be constructed as development occurs. VI. A DESCRIPTION OF THE METHODS OF FINANCING ALL ESTIMATED PROJECT COSTS AND THE EXPECTED SOURCES OF REVENUE TO FINANCE OR PAY PROJECT COSTS, INCLUDING THE PERCENTAGE OF TAX INCREMENT TO BE DERIVED FROM THE PROPERTY TAXES OF EACH TAXING UNIT THAT LEVIES TAXES ON REAL PROPERTY IN THE ZONE Description of the Methods of Financing Financing will come through tax increment revenues from the City of Baytown and Harris County as participants in the Zone. Tax increment bonds will be issued as determined by the City and the Zone based on anticipated tax increment revenues. Sources of Tax Increment Revenue: The City of Baytown and Harris County will be participants in the Zone extension and will participate according to the following table. Taxing Unit City of Baytown Harris County INCREMENT DEDICATED TO THE ZONE Tax Rate Dedicated 100% of Tax Rate 100% of General Fund Tax Rate VII. The current total appraised value of taxable real property in the Zone The total current appraised value within the Zone is $186,129,271. With the exclusion of the San Jacinto Mall property, the total appraised value will be $156,045,107; however, the base value of the Zone will be reset for 2015 2044 from $59,494,093 to the $14,045,855 taxable value of the Zone at its inception, less the taxable value of the excluded property at the Zone s inception thus increasing the increment value by a minimum of $6,364,063 in future years. Additionally, a 2014 Base Value of the 45 acre tract of $358,942 will be added. VIII. THE ESTIMATED CAPTURED APPRAISED VALUE OF THE ZONE DURING EACH YEAR OF ITS EXISTENCE The estimated captured appraised value of the Zone attributable to this plan amendment is shown in Schedule A attached to the rear of this document. IX. DURATION OF THE ZONE The Zone will be extended through year 2044. 6 of 11

Appendix A Boundary Description TIRZ No. 1 Exclusion of San Jacinto Mall Property City of Baytown, Harris County The area to be excluded from the City of Baytown Tax Increment Reinvestment Zone No. 1 is approximately 112 acres in size and is situated at the southwest corner of the intersection of Interstate Highway 10 East and Garth Road Right-of-way (ROW). With the point of beginning being the southeast corner of 12.4302 acre tract (ABS 899 W. C. RR. CO. JACINTO MALL TR C) and west ROW of Garth Rd.; Then generally west along the south boundary of said 12.4302 acre tract to southwest corner of said tract; Then generally north along the west boundary of said 12.4302 acre tract to coincident southeast corner of 2.5 acre parcel (SAN JACINTO MALL LT D); Then generally west along south boundary of said 2.5 acre parcel, and 14.92 acre parcel (SAN JACINTO MALL LT F) to southwest corner of said parcel; Then generally north along west boundary of said 14.92 acre parcel, and 38.453 acre tract (SAN JACINTO MALL R/P TR I) to northwest corner of said 38.453 acre tract and coincident south boundary of 20.5195 acre tract (HIGHLAND FARMS TR61A-2 BLK 19); Then generally east along north boundary of said 38.453 acre tract, and south boundary of said 20.5195 acre tract, and 3.261 acre tract (HIGHLAND FARMS TR 61B BLK 19) to southeast corner of said 3.261 acre tract; Then generally north along east boundary of said 3.261 acre tract to northeast corner of said parcel and south ROW of Interstate Hwy 10 East Frontage Road (eastbound) and coincident northwest corner of 0.752 acre parcel (ABS 1472 G. C. DAVIS SAN JACINTO MALL R/P LT K); Then generally east along south ROW of Interstate Hwy 10 East Frontage Road (eastbound) and north boundary of said 0.752 acre parcel, and SAN JACINTO MALL TRS J, J3, J2, J1, Lots E and A, and 0.966 acre parcel (ABS 1472 G. C. DAVIS CHILIS RESTAURANT AMEND RESERVE), and 0.9926 acre parcel (SAN JACINTO MALL LT A1) to north corner of 0.9926 acre parcel (SAN JACINTO MALL LT A1); Then southeast along north boundary of said 0.9926 acre parcel to northeast corner of said parcel and west ROW of Garth Road; Then generally south along west ROW of Garth Rd, and east boundary of said 0.9926 acre parcel, 1.0414 acre parcel (ABS 1472 G. C. DAVIS JOHNNY CARINOS RESTAURANT AMEND), 0.9904 acre tract (SAN JACINTO MALL R/P TR I-2), 38.453 acre tract (SAN JACINTO MALL R/P TR I), 9.8 acre tract (SAN JACINTO MALL LT B), 0.9904 acre parcel (ABS 899 W. C. RR. CO. TEXAS ROADHOUSE BAYTOWN LT 1 BLK 1), to southeast corner of 12.4302 acre tract (SAN JACINTO MALL TR C) and point of beginning of 112 acre tract; 7 of 11

Appendix A, cont. Note: San Jacinto Mall Property (ur) to be excluded from the TIRZ while the northern half of 90.6741 acre property (left) to be annexed. 8 of 11

Appendix A, cont. Boundary Description TIRZ No. 1 Addition of 45 acre tract City of Baytown, Harris County The area to be included in the City of Baytown Tax Increment Reinvestment Zone No. 1 is approximately 45 acres and is located 1,220 feet south of the intersection of John Martin Road and Interstate Highway 10 East (eastbound) Frontage Road Right-of-Way (ROW). With the point of beginning being the northwest corner of 90.6741 acre tract (ABS 899 W.C. RR. CO. HIGHLAND FARMS TR 61E BLK 19) and east ROW of John Martin Rd.; Then generally east along north boundary of said 90.6741 acre tract to northeast corner of said tract and west boundary of ; Then generally south along east boundary of said 90.6741 tract and west boundary of City of Baytown TIRZ No. 1 to south easement of drainage channel (trib. to Goose Creek); Then generally west along south easement of drainage channel (trib. to Goose Creek) and City of Baytown TIRZ No. 1 Boundary to east ROW of John Martin Rd. and west boundary of said 90.6741 acre tract; Then generally north along east ROW of John Martin Rd., and west boundary of said 90.6741 acre tract to northwest corner of said tract and point of beginning of approx. 45 acre tract; 9 of 11

Appendix A, cont. Map Exhibit San Jacinto Boulevard Right-Of-Way City of Baytown, Harris County 10 of 11

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