Reinvestment Zone Number One City of Baytown, Texas

REINVESTMENT ZONE NUMBER ONE CITY OF BAYTOWN, TEXAS

RESTATED AND SIXTH AMENDED

PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN

February 17, 2017

REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN, TEXAS

Restated and Sixth Amended Project Plan and Reinvestment Zone Financing Plan

Table of Contents

Introduction ...... 3

History of Redevelopment Efforts in the Zone ...... 4

Redevelopment Plan Concept and Goals ...... 4

Project Plan...... 5

Reinvestment Zone Finance Plan ...... 7

Exhibit 1 – Projected Assessed Valuations and Projected Zone Revenues

Exhibit 2 – Boundary Description of Zone

Exhibit 3 – County Participation

Exhibit 4 – Economic Feasibility Study

Map 1 – Boundary Map

Map 2 – Aerial View of Property in and surrounding the Zone

Map 3 ‐ Existing Land Use/Property Classification of Property in the Zone

Map 4 ‐ Projects

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Introduction

The Reinvestment Zone Number One, City of Baytown, Texas (“Zone”), was created by the City Council of the City of Baytown, Texas (“City”) on August 9, 2001 by Ordinance No. 9197. City Council subsequently approved the Project Plan and Reinvestment Zone Financing Plan in December 2001. The purpose of the tax increment reinvestment zone (the “Zone”) is to finance construction of public facilities and infrastructure necessary to catalyze commercial and residential development and redevelopment within the Zone boundaries. The Original Zone covered approximately 350 acres and included San Jacinto Mall, surrounding vacant property, and several proposed residential developments. Since its creation, the Project Plan and Reinvestment Zone Financing Plan has undergone the following amendments:  November 20, 2001 – The boundaries of the Zone were enlarged to 474 acres, pursuant to Ordinance No. 9275.  December 13, 2001 – The Project Plan and Financing Plan was approved by Ordinance 9290.  January 22, 2004 – The boundaries of the Zone were enlarged to include approximately 45 acres adjacent to John Martin Road, pursuant to Ordinance No. 9708.  December 9, 2004 – The boundaries of the TIRZ were restated to include 474 acres expanded in 2001 and 45 acres annexed in 2004, pursuant to ordinance 9968.  July 24, 2008 ‐ Restated and First Amended Project Plan and Reinvestment Zone Financing Plan was approved by City Council by Ordinance No 10,923. This Plan provided for improvements to the roadway network including Hunt Road, San Jacinto Boulevard and John Martin Road. Additionally, the plan provided for infrastructure improvements including water, wastewater and drainage to support several residential developments.  October 9, 2008 – City Council ratified Ordinance No. 10,923 pursuant to Ordinance No. 10,982.  November 19, 2012 ‐ Second Amended Project Plan and Reinvestment Zone Financing Plan was approved by City Council by Ordinance No. 12,112. As part of this amendment the Zone was enlarged pursuant to Ordinance No. 12,111, to include Sjolander Road and property to the east of Sjolander Road and North of I‐10, to be developed as a Chevron Phillips chemical plant.  December 11, 2014 ‐ Third Amended Project Plan and Reinvestment Zone Financing Plan was approved by City Council, by Ordinance No. 12,730. As part of this Plan Amendment, property was excluded from the Zone (San Jacinto Mall) due to declining property values, 45 acres of undeveloped land along John Martin Road and the right of way for San Jacinto Boulevard was added to the Zone, and the life of the Zone was extended through the Year 2044. The Third Amended Project Plan provided for the construction of San Jacinto Boulevard from I‐10 south to Cedar Bayou‐Lynchburg Road and the construction of water, wastewater and drainage improvements for the development of the 45 acres that was added to the Zone as part of the Plan Amendment.

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 August 13, 2015 – Fourth Amended Project Plan and Reinvestment Zone Financing Plan was approved by City Council, by Ordinance No. 12,918. As part of this Plan Amendment a 79‐acre tract of land along Wallisville Road was added to the Zone.  January 26, 2017 – The Third Interlocal Agreement with Harris County and the Restated and Fifth Amended Project Plan and Reinvestment Zone Financing Plan was approved by City Council by Ordinance No. 13,397. The Zone and the City now propose the Sixth Amendment to the Project Plan and Finance Plan which provides for the enhancement of and improvements to approximately 228 acres of land added into the Zone boundaries as part of this amendment and excludes 79 acres of land previously included in the Fourth Amended Plan. The Zone, including the proposed annexed area, consists of approximately 897 acres in the general vicinity of I‐10 and Garth Road. The Zone includes the Country Club Manor and Eastpoint subdivisions, the Chevron Phillips chemical plant, vacant land surrounding San Jacinto Mall and approximately 228 acres along Kilgore Parkway as shown in Map 1. Additionally, the Zone includes right‐of‐way for the extension of San Jacinto Boulevard to W. Cedar Bayou Lynchburg Road.

History of Redevelopment Efforts in the Zone

Since inception of the Zone in 2001, infrastructure improvements, including water, wastewater and drainage improvements have been made to support residential development in the Eastpoint and Country Club Manor subdivisions. Over the years both subdivisions have developed with single family homes. Additionally, two apartment complexes have been built south of Country Club Manor, along Baker Road. The property east of Sjolander Road was developed in 2013 as a Chevron Phillips chemical plant and is currently undergoing an expansion. The remaining property within the Zone has seen little to no development. Redevelopment Plan Concept and Goals

The concept of the Zone is to construct the necessary public infrastructure that will lead to private capital investment in the area, offer a corresponding increase in the tax base, and create economic opportunity. This includes the economic, social and physical infrastructure in the Zone. Reinvestment into the area through the Zone is intended to achieve the following goals: Goal 1: Improve and enhance corridors, mobility and connectivity throughout the Zone. Public streets and public utility systems are required to create an environment that will stimulate private investment in retail, commercial, residential and mixed‐use developments. The reconstruction, extension and development of key streets and major thoroughfares will enhance the level of service and improve access within the Zone. All roadway improvements will be coordinated with the street reconstruction programs of the City, METRO, TxDOT and other public entities. Attention will be placed on leveraging Zone monies by funding street enhancement elements not addressed by the CIP programs of sister agencies. This plan proposes improvements to Hunt Rd, San Jacinto Blvd, John Martin Rd. and Sjolander Blvd.

Goal 2: Enhance public infrastructure, facilities and services throughout the Zone. Enhancements to the physical infrastructure and public facilities within the Zone will be made to provide adequate capacity and to enhance provision of critical public services. Water, wastewater

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and drainage improvements will be made to support residential development and encourage future commercial development within the Zone. Storm water management will be achieved through the repair and replacement of drainage systems and the design and construction of new storm water utility systems, regional detention facilities and other improvements proven to reduce volumes of runoff from drainage areas.

Goal 3: Promote economic opportunity and private investment and reinvestment in the Zone. The opportunity to reach the full economic potential of the area is based in part on the ability to construct critical infrastructure, minimize risk for investors and customers, build upon local assets and recognize or enhance market demand. The Zone will facilitate economic growth through capital improvements that make sites more attractive and projects feasible, land acquisition and assembly, development of facilities that draw visitors into the Zone, and use of incentivized development agreements, including 380 development agreements. Proposed Development Agreements

Pursuant to Texas Tax Code 311.010(h), a program is hereby established for the public purposes of developing and diversifying the economy of the zone, eliminating unemployment and underemployment in the zone, and developing or expanding transportation, business, and commercial activity in the Zone. Under the program, grants and loans in an aggregate amount not to exceed the amount of the Tax Increment produced by the City and paid into the tax increment fund for the Zone for activities that benefit the Zone and stimulate business and commercial activity in the Zone. Payments made pursuant to this program shall be pursuant to economic development agreements entered into on behalf of the Zone and are considered Project Costs. No grant or loan shall be authorized by the Zone without consent of the City of Baytown. Project Plan

A. Authorized Projects and Project Costs The amended and restated project costs are detailed in Table 1. The dollar amounts for each category are approximate and may be amended from time to time by the Board of Directors of the Zone with approval of the City Council.

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Table 1: Project Costs

Project Costs Projects (2017) Eastpoint Sections 2,3,4 $1,564,432 Country Club Manor $2,453,537 Baker Road 2008 and 2012 $518,657 Hunt Road $7,000,000 John Martin $3,000,000 San Jacinto Boulevard $19,000,000 Sjolander Road $6,500,000 Public Roadways $11,700,000 Water, Wastewater & Drainage Improvements $3,000,000 Fire, Police and EMS to support residential $4,700,000 Engineering and Legal $8,000,000 Kilgore Park Sanitary Sewer $3,650,000 Kilgore Park Storm Sewer/drainage $6,160,000 Kilgore Parkway/Other Roads $7,500,000 Kilgore Park Water $820,000 Zone Administration and Project Management $2,000,000 Total $87,566,626 City and County Participation The City and County’s participation rate in the Zone is as follows: City of Baytown:  100% of tax rate  0% of tax rate for the 2012 annexation (Chevron)  60% of tax rate for the 2017 annexation Harris County:  75% of tax rate not to exceed $0.30/$100  65% of tax rate for 2012 annex (Chevron) The area for which Harris County is participating in is shown in Exhibit 3. Harris County’s participation shall not exceed a total of $20,100,000 as shown below:

Project Estimated County Allocation Hunt Road $3,500,000 John Martin $1,500,000 San Jacinto Boulevard $9,500,000 Total $14,500,000 County Cap Sjolander Road $5,600,000 County Cap

Chambers County:  60% of tax rate for 2017 annexation

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B. Existing and Proposed Uses of Land (Texas Tax Code § 311.011(b)(1)): The Zone consists of property located in the general vicinity of the intersection of I‐10 and Garth Road. At the time of the creation of the Zone and at the time of annexation of land to the Zone, there was no residential development on such land. The area proposed to be annexed as part of this Plan amendment primarily consists of undeveloped/vacant land. As shown in Map 3, existing uses within the Zone consist of single family residential, multi‐ family residential, commercial, industrial and vacant. Proposed uses include residential, commercial, industrial and undeveloped land uses. C. Proposed Changes of Zoning Ordinances, Master Plan of Municipality, Building Codes, and Other Municipal Ordinances (Texas Tax Code § 311.011(b)(2)): All construction will be done in conformance with existing building code regulations of the City of Baytown. There are no proposed changes of any city development ordinances, master plans, or building codes. D. Estimated Non‐Project Costs (Texas Tax Code § 311.011(b)(3)): The project costs referenced in Table 1 are inclusive of project costs to be incurred by the Zone only. The costs that would otherwise be project costs but are derived from other parties, such as the City of Baytown, the Texas Department of Transportation or private sources, are non‐project costs. Funding identified in Table 1 for improvements will be leveraged to acquire non‐project funding. E. Method of Relocating Persons to be Displaced, if any, as a result of implementing the Plan (Texas Tax Code § 311.011(b)(4)): There will be no persons displaced as a result of implementing the plan. Reinvestment Zone Finance Plan

A. Estimated Project Costs (Texas Tax Code § 311.011(c)(1)): Table 1 lists the estimated project costs for the Zone. As set forth in this Plan, the dollar amounts are approximate and may be amended from time to time by the Board of Directors of the Zone with approval of the City Council. The financing costs are a function of project financing needs and will vary with market conditions from the estimates shown in Table 1. B. Proposed Kind, Number, and Location of all Proposed Public Works or Public Improvements to be Financed by the Zone (Texas Tax Code § 311.011(c)(2)): These details are described throughout the Plan, including but not limited to roadway construction/reconstruction, stormwater conveyance and management systems, and water and wastewater improvements. The number and location of proposed improvements are contained in Table 1. C. Economic Feasibility (Texas Tax Code § 311.011(c)(3)): The original plan prepared in 2001 evaluated the economic potential of the Zone. The analysis determined that the area within the boundaries of the Zone substantially arrests and impairs growth of the City, slows down the provision of housing accommodations and constitutes an economic and social liability. It was found that the area suffers from inadequate sidewalk and street layout, lack of infrastructure, faulty lot layout in relation

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to size, adequacy, accessibility or usefulness, deterioration of site and other improvements, economic disinvestments and a poor regional image. Given these conditions the area would greatly benefit from a Tax Increment Reinvestment Zone, which facilitates street and infrastructure improvements. These improvements will help make the area more appealing to commercial and residential development, while strengthening the economic well‐being and quality of life of the community. Hawes Hill Calderon updated the Economic Feasibility Study for the Zone in 2016 as shown in Exhibit 3. Exhibit 1 constitutes incremental revenue estimates for this Plan. The incremental revenue estimates are projected to be sufficient to cover the cost of proposed improvements. The Zone and the City find and determine that the Plan is economically feasible. D. Estimated Amount of Bond Indebtedness; Estimated Time When Related Costs or Monetary Obligations Incurred (Texas Tax Code § 311.011(c)(4), § 311.011(c)(5)): Issuance of notes and bonds by the Zone may occur as tax increment revenues allow. The value and timing of the issuance of notes or bonds will correlate to debt capacity as derived from the projects and revenue schedules included in Table 1 and Exhibit 1, as well as actual market conditions for the issue and sale of such notes and bonds. E. Methods and Sources of Financing Project Costs and Percentage of Increment from Taxing Units Anticipated to Contribute Tax Increment to the Zone (Texas Tax Code § 311.011(c)(6)): Methods and sources of financing include the issuance of notes and bonds, as well as collaboration with developers, the city, and other entities for grant funding and partnerships. Tax increment will consist of contributions from the City and County. This figure is calculated as follows: City of Baytown  $0.82203/$100 of assessed valuation  $0.493218/$100 of assessed valuation (60% of tax rate) for the 2017 annex Harris County (subject to total contribution limitation stated in Project Plan, Section A)  $0.30000/$100 of assessed valuation (75% of tax rate up to $0.3/$100)  $0.290264/$100 of assessed valuation (65% of tax rate) for 2012 annex (Chevron) Chambers County  $0.255284/$100 of assessed valuation (60% of tax rate) for the 2017 annex F. Current Total Appraised Value of Taxable Real Property (Texas Tax Code § 311.011(c)(7)): The current City taxable appraised value of taxable real property in the Zone is $353,162,781.

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G. Estimated Captured Appraised Value of Zone During Each Year of Existence (Texas Tax Code § 311.011(c)(8)): The estimated captured appraised value of the Zone during each remaining year of existence is contained in Exhibit 1. H. Zone Duration (Texas Tax Code § 311.011(c)(9)): The Zone was established by the City on August 9, 2001 and will terminate on December 31, 2044. Harris County’s participation in the Zone will end on December 31, 2030. The Zone may terminate at an earlier time designated by subsequent ordinance, or at such time, subsequent to the issuance of proposed revenue bonds, notes or other obligations, if any, that all project costs, bonds, and interest on bonds have been paid in full.

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City County Projected City TIRZ Revenue Projected County TIRZ Revenue City and County TIRZ Capacity County Captured City Taxable Base City Captured Value Estimated City County Taxable Base Estimated County Value Tax Increment County Tax Rate Tax Increment Value (Increment) Tax Rate Annual Cumulative Tax Coll Taxable Value (2) Original Zone (3) Taxable Value (4) (Increment) Revenues (5) (6) Revenues (5) Year Year Original Zone (1) 1 2001 2002 2 2002 2003 3 2003 2004 4 2004 2005 $64,901 $64,901 $64,901 5 2005 2006 $150,191 $150,191 $215,092 6 2006 2007 $167,388 $167,388 $382,480 7 2007 2008 $174,878 $174,878 $557,358 8 2008 2009 $362,950 $52,696 $415,646 $973,004 9 2009 2010 $550,983 $99,871 $650,854 $1,623,858 10 2010 2011 $523,053 $97,513 $620,566 $2,244,424 11 2011 2012 $648,971 $156,022 $804,993 $3,049,417 12 2012 2013 $714,173 $167,582 $881,755 $3,931,172 13 2013 2014 $805,393 $197,748 $1,003,141 $4,934,313 14 2014 2015 $1,069,993 $311,000 $1,380,993 $6,315,306 15 2015 2016 $1,429,533 $384,817 $1,814,350 $8,129,656 16 2016 2017 $14,048,858 $213,671,021 $199,622,163 $38,730,940 $210,123,957 $171,393,017 0.82203 $1,608,135 0.30000 $503,895 $2,112,030 $10,241,686 17 2017 2018 $14,048,858 $226,491,282 $212,442,424 $38,730,940 $222,731,394 $184,000,454 0.82203 $1,711,414 0.30000 $540,961 $2,252,375 $12,494,061 18 2018 2019 $14,048,858 $240,080,759 $226,031,901 $38,730,940 $236,095,278 $197,364,338 0.82203 $1,820,889 0.30000 $580,251 $2,401,140 $14,895,202 19 2019 2020 $14,048,858 $254,485,605 $240,436,747 $38,730,940 $250,260,995 $211,530,055 0.82203 $1,936,933 0.30000 $621,898 $2,558,831 $17,454,033 20 2020 2021 $14,048,858 $269,754,741 $255,705,883 $38,730,940 $265,276,654 $226,545,714 0.82203 $2,059,939 0.30000 $666,044 $2,725,984 $20,180,017 21 2021 2022 $14,048,858 $285,940,025 $271,891,167 $38,730,940 $281,193,254 $242,462,314 0.82203 $2,190,326 0.30000 $712,839 $2,903,166 $23,083,182 22 2022 2023 $14,048,858 $303,096,427 $289,047,569 $38,730,940 $298,064,849 $259,333,909 0.82203 $2,328,537 0.30000 $762,442 $3,090,978 $26,174,161 23 2023 2024 $14,048,858 $321,282,213 $307,233,355 $38,730,940 $315,948,740 $277,217,800 0.82203 $2,475,039 0.30000 $815,020 $3,290,060 $29,464,220 24 2024 2025 $14,048,858 $340,559,145 $326,510,287 $38,730,940 $334,905,664 $296,174,724 0.82203 $2,630,332 0.30000 $870,754 $3,501,086 $32,965,306 25 2025 2026 $14,048,858 $360,992,694 $346,943,836 $38,730,940 $355,000,004 $316,269,064 0.82203 $2,794,943 0.30000 $929,831 $3,724,774 $36,690,080 26 2026 2027 $14,048,858 $382,652,256 $368,603,398 $38,730,940 $376,300,004 $337,569,064 0.82203 $2,969,430 0.30000 $992,453 $3,961,883 $40,651,963 27 2027 2028 $14,048,858 $405,611,391 $391,562,533 $38,730,940 $398,878,005 $360,147,065 0.82203 $3,154,386 0.30000 $1,058,832 $4,213,219 $44,865,182 28 2028 2029 $14,048,858 $429,948,075 $415,899,217 $38,730,940 $422,810,685 $384,079,745 0.82203 $3,350,440 0.30000 $1,129,194 $4,479,634 $49,344,816 29 2029 2030 $14,048,858 $455,744,959 $441,696,101 $38,730,940 $448,179,326 $409,448,386 0.82203 $3,558,257 0.30000 $1,203,778 $4,762,035 $54,106,851 30 2030 2031 $14,048,858 $483,089,657 $469,040,799 $38,730,940 $475,070,086 $436,339,146 0.82203 $3,778,543 0.30000 $1,282,837 $5,061,380 $59,168,231 31 2031 2032 $14,048,858 $512,075,036 $498,026,178 $38,730,940 $503,574,291 $464,843,351 0.82203 $4,012,046 $0 $4,012,046 $63,180,278 32 2032 2033 $14,048,858 $542,799,538 $528,750,680 $38,730,940 $533,788,748 $495,057,808 0.82203 $4,259,559 $0 $4,259,559 $67,439,837 33 2033 2034 $14,048,858 $575,367,510 $561,318,652 $38,730,940 $565,816,073 $527,085,133 0.82203 $4,521,924 $0 $4,521,924 $71,961,761 34 2034 2035 $14,048,858 $609,889,561 $595,840,703 $38,730,940 $599,765,037 $561,034,097 0.82203 $4,800,030 $0 $4,800,030 $76,761,790 35 2035 2036 $14,048,858 $646,482,935 $632,434,077 $38,730,940 $635,750,940 $597,020,000 0.82203 $5,094,822 $0 $5,094,822 $81,856,612 36 2036 2037 $14,048,858 $685,271,911 $671,223,053 $38,730,940 $673,895,996 $635,165,056 0.82203 $5,407,302 $0 $5,407,302 $87,263,914 37 2037 2038 $14,048,858 $726,388,225 $712,339,367 $38,730,940 $714,329,756 $675,598,816 0.82203 $5,738,530 $0 $5,738,530 $93,002,444 38 2038 2039 $14,048,858 $769,971,519 $755,922,661 $38,730,940 $757,189,541 $718,458,601 0.82203 $6,089,633 $0 $6,089,633 $99,092,077 39 2039 2040 $14,048,858 $816,169,810 $802,120,952 $38,730,940 $802,620,914 $763,889,974 0.82203 $6,461,801 $0 $6,461,801 $105,553,878 40 2040 2041 $14,048,858 $865,139,999 $851,091,141 $38,730,940 $850,778,168 $812,047,228 0.82203 $6,856,300 $0 $6,856,300 $112,410,178 41 2041 2042 $14,048,858 $917,048,399 $902,999,541 $38,730,940 $901,824,859 $863,093,919 0.82203 $7,274,469 $0 $7,274,469 $119,684,647 42 2042 2043 $14,048,858 $972,071,303 $958,022,445 $38,730,940 $955,934,350 $917,203,410 0.82203 $7,717,727 $0 $7,717,727 $127,402,374 43 2043 2044 $14,048,858 $1,030,395,581 $1,016,346,723 $38,730,940 $1,013,290,411 $974,559,471 0.82203 $8,187,581 $0 $8,187,581 $135,589,956 44 2044 2045 $14,048,858 $1,092,219,316 $1,078,170,458 $38,730,940 $1,074,087,836 $1,035,356,896 0.82203 $8,685,627 $0 $8,685,627 $144,275,583 $130,137,302 $14,138,281 $144,275,583

(1) City Base Value = Year 2001 for Originial Zone, Year 2004 for portion of Hunt 90 Ltd. annexed in 2004, and Year 2014 for portion annexed in 2014. (2) Includes 6.0% annual appreciation (3) County Base Value = Year 2005 for Original Zone, Year 2005 for portion of Hunt 90 Ltd annexed in 2004 and Year 2014 for portion annexed in 2014. (4) Includes 6.0% annual appreciation (5) 98% Collection (6) County participates at 75% of tax rate not to exceed $0.30 per $100 EXHIBIT 1 2012 Annex (Chevron) Zone Valuation and Available Revenue

(1) County Base Value = Year 2012 (2) Includes 1.5% annual appreciation, includes $200,000,000 investment in $50,000,000 increments in the Years 2017‐2020 (3) County participates at 65% of tax rate (Harris County + Flood Control), County Cap = $5,600,000 (4) 98% Collection EXHIBIT 1 Kilgore Tract ‐ Valuation, Available Revenue, Costs and Remaining Capacity

Projected City TIRZ Revenue Projected County TIRZ Revenue City and County TIRZ Capacity Taxable Base Value Estimated Taxable Captured Value Rate of Rate of Participation Tax Increment County Tax Participation Tax Increment (1) Value (2) (Increment) Tax Rate Participation Participation Annual Cumulative Tax Coll Tax Rate Revenues (3) Rate Tax Rate Revenues (3) Year Year (%) (%) 5 2017 2018 $448,560 $448,560 $0 0.82203 60% 0.493218 $0 0.425473 60% 0.255284 $0 $0 $0 6 2018 2019 $448,560 $28,703,682 $28,255,122 0.82203 60% 0.493218 $136,572 0.425473 60% 0.255284 $70,688 $207,260 $207,260 7 2019 2020 $448,560 $64,878,804 $64,430,244 0.82203 60% 0.493218 $311,426 0.425473 60% 0.255284 $161,190 $472,616 $679,877 8 2020 2021 $448,560 $101,053,926 $100,605,366 0.82203 60% 0.493218 $486,280 0.425473 60% 0.255284 $251,693 $737,972 $1,417,849 9 2021 2022 $448,560 $137,229,048 $136,780,488 0.82203 60% 0.493218 $661,133 0.425473 60% 0.255284 $342,195 $1,003,328 $2,421,177 10 2022 2023 $448,560 $173,404,170 $172,955,610 0.82203 60% 0.493218 $835,987 0.425473 60% 0.255284 $432,697 $1,268,684 $3,689,862 11 2023 2024 $448,560 $209,408,292 $208,959,732 0.82203 60% 0.493218 $1,010,014 0.425473 60% 0.255284 $522,772 $1,532,786 $5,222,648 12 2024 2025 $448,560 $244,053,414 $243,604,854 0.82203 60% 0.493218 $1,177,473 0.425473 60% 0.255284 $609,446 $1,786,919 $7,009,567 13 2025 2026 $448,560 $248,934,482 $248,485,922 0.82203 60% 0.493218 $1,201,066 0.425473 60% 0.255284 $621,657 $1,822,723 $8,832,290 14 2026 2027 $448,560 $253,913,172 $253,464,612 0.82203 60% 0.493218 $1,225,130 0.425473 60% 0.255284 $634,113 $1,859,243 $10,691,533 15 2027 2028 $448,560 $258,991,435 $258,542,875 0.82203 60% 0.493218 $1,249,676 0.425473 60% 0.255284 $646,818 $1,896,494 $12,588,027 16 2028 2029 $448,560 $264,171,264 $263,722,704 0.82203 60% 0.493218 $1,274,713 0.425473 60% 0.255284 $659,777 $1,934,490 $14,522,517 17 2029 2030 $448,560 $269,454,689 $269,006,129 0.82203 60% 0.493218 $1,300,251 0.425473 60% 0.255284 $672,994 $1,973,245 $16,495,763 18 2030 2031 $448,560 $274,843,783 $274,395,223 0.82203 60% 0.493218 $1,326,299 0.425473 60% 0.255284 $686,477 $2,012,776 $18,508,539 19 2031 2032 $448,560 $280,340,659 $279,892,099 0.82203 60% 0.493218 $1,352,869 0.425473 60% 0.255284 $700,229 $2,053,097 $20,561,636 20 2032 2033 $448,560 $285,947,472 $285,498,912 0.82203 60% 0.493218 $1,379,969 0.425473 60% 0.255284 $714,256 $2,094,225 $22,655,861 21 2033 2034 $448,560 $291,666,421 $291,217,861 0.82203 60% 0.493218 $1,407,612 0.425473 60% 0.255284 $728,563 $2,136,176 $24,792,037 22 2034 2035 $448,560 $297,499,750 $297,051,190 0.82203 60% 0.493218 $1,435,808 0.425473 60% 0.255284 $743,157 $2,178,965 $26,971,002 23 2035 2036 $448,560 $303,449,745 $303,001,185 0.82203 60% 0.493218 $1,464,567 0.425473 60% 0.255284 $758,043 $2,222,610 $29,193,612 24 2036 2037 $448,560 $309,518,740 $309,070,180 0.82203 60% 0.493218 $1,493,902 0.425473 60% 0.255284 $773,226 $2,267,128 $31,460,740 25 2037 2038 $448,560 $315,709,115 $315,260,555 0.82203 60% 0.493218 $1,523,823 0.425473 60% 0.255284 $788,713 $2,312,536 $33,773,276 26 2038 2039 $448,560 $322,023,297 $321,574,737 0.82203 60% 0.493218 $1,554,343 0.425473 60% 0.255284 $804,510 $2,358,853 $36,132,129 27 2039 2040 $448,560 $328,463,763 $328,015,203 0.82203 60% 0.493218 $1,585,473 0.425473 60% 0.255284 $820,622 $2,406,096 $38,538,224 28 2040 2041 $448,560 $335,033,038 $334,584,478 0.82203 60% 0.493218 $1,617,226 0.425473 60% 0.255284 $837,057 $2,454,283 $40,992,508 29 2041 2042 $448,560 $341,733,699 $341,285,139 0.82203 60% 0.493218 $1,649,614 0.425473 60% 0.255284 $853,821 $2,503,435 $43,495,943 30 2042 2043 $448,560 $348,568,373 $348,119,813 0.82203 60% 0.493218 $1,682,650 0.425473 60% 0.255284 $870,920 $2,553,569 $46,049,512 31 2043 2044 $448,560 $355,539,740 $355,091,180 0.82203 60% 0.493218 $1,716,346 0.425473 60% 0.255284 $888,360 $2,604,707 $48,654,219 32 2044 2045 $448,560 $362,650,535 $362,201,975 0.82203 60% 0.493218 $1,750,716 0.425473 60% 0.255284 $906,150 $2,656,867 $51,311,085 33 2045 2046 $448,560 $369,903,546 $369,454,986 0.82203 60% 0.493218 $1,785,774 0.425473 60% 0.255284 $924,296 $2,710,070 $54,021,155 34 2046 2047 $448,560 $377,301,617 $376,853,057 0.82203 60% 0.493218 $1,821,533 0.425473 60% 0.255284 $942,804 $2,764,337 $56,785,492 35 2047 2048 $448,560 $384,847,649 $384,399,089 0.82203 60% 0.493218 $1,858,007 0.425473 60% 0.255284 $961,682 $2,819,689 $59,605,181 36 2048 2049 $448,560 $392,544,602 $392,096,042 0.82203 60% 0.493218 $1,895,210 0.425473 60% 0.255284 $980,939 $2,876,149 $62,481,330 37 2049 2050 $448,560 $400,395,494 $399,946,934 0.82203 60% 0.493218 $1,933,158 0.425473 60% 0.255284 $1,000,580 $2,933,738 $65,415,068 38 2050 2051 $448,560 $408,403,404 $407,954,844 0.82203 60% 0.493218 $1,971,865 0.425473 60% 0.255284 $1,020,614 $2,992,478 $68,407,546 $45,076,489 $23,331,057 $68,407,546

(1) Taxable Value as of January 1, 2017 (2) Assumues build out by 2024 as per the Build Out Schedule (3) 98% Collection Exhibit 2

City of Baytown Tax Increment Reinvestment Zone Number One Metes and Bounds / Boundary Description / Map a) Original Zone, 350 acres b) Original Zone, plus +/- 124 acres, 474 ac. total c) Zone of 474 acres, plus +/- 126 acres, approx. 600 ac. total d) 2004 Annex of 45 acre tract along John Martin Road, approx. 650 ac. total e) 2012 Annex of three tracts within Chevron Phillips Plant f) 2012 Annex of Sjolander Road (North of I-10 to Wallisville Rd) g) 2014 Annex of 45 acres along Hunt Road / Dis-Annex of Mall Property h) 2015 Annex of 79 Acre tract along E. Wallisville Road i) 2015 Annex of San Jacinto Boulevard Phase I/II (Future 100’ of Right-of-Way) j) 2017 Annex of Kilgore Park in Chambers County, approx. 228 acres k) 2017 Dis-Annex of 79 Acre tract along E. Wallisville Road l) Zone Map a) Original Zone, 350 acres

PRELIMINARY DESCRIPTION OF: TAX INCREMENT REINVESTMENT ZONE NUMBER ONE CITY OF BAYTOWN, TEXAS

Of 350 Acres of land lying in the G. C. DAVIS Survey, Abstract No. 1472, W.C.R.R. Co. Survey, Abstract No. 899, and the T. PATCHING Survey, Abstract No. 620, near Baytown, in Harris County, Texas, said 350 Acre tract is more particularly described by metes and bounds as follows:

BEGINNING, at the intersection of the South Right-of-Way of Interstate Highway 10 and East Right-of-Way of Garth Road;

THENCE Southwesterly, along a cutback corner at the intersection of the East Right-of-Way of said Garth Road and the South Right-of-Way of said Interstate Highway 10, a distance of 51 feet to a point for corner;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 2898 feet to a point for corner;

THENCE Westerly, crossing said Garth Road, a distance of 3239 feet to a point for corner;

THENCE Northerly, a distance of 1853 to a point for corner;

THENCE Westerly, a distance of 359 feet to a point for corner;

THENCE Northerly, a distance of 1203 feet to a point for corner;

THENCE Easterly, along the South Right-of-Way of said Interstate Highway 10, a distance of 3695 feet to a point for corner;

THENCE Northerly, crossing the Right-of-Way of Said Interstate Highway 10, a distance of 304 feet to a point for corner:

THENCE Northeasterly, along a cutback at the intersection of the West Right-of-Way of said Garth Road and the North Right-of-Way of said Interstate Highway 10, a distance of 77 feet to a point for corner;

THENCE Northerly, along the West Right-of-Way of said Garth Road, a distance of 613 feet to a point for corner;

1 of 25 THENCE Westerly, a distance of 661 feet to a point for corner;

THENCE Southerly, a distance of 219 feet to a point for corner;

THENCE Westerly, a distance of 1059 feet to a point for corner;

THENCE Southerly, a distance of 22 feet to a point for corner;

THENCE Westerly, a distance of 110 feet to a point for corner;

THENCE Northerly, along the East line of LAKE P.U.D., same being the City Limits of Baytown, a distance of 2280 feet to a point for corner;

THENCE Easterly, along the North line of EASTPOINT, according to the Map or Plat thereof recorded in Volume 115, Page 337, H.C.M.R., at a distance of 1824 feet pass the West Right-of-Way of said Garth Road, and continuing in all a distance of 1904 feet to a point for corner;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 2954 feet to a point for corner;

THENCE Southeasterly, along the cutback corner at the intersection of the East Right-of-Way of said Garth Road and the North Right-of-Way of said Interstate Highway 10, a distance of 71 feet to a point for corner;

THENCE Southerly, crossing the said Interstate Highway 10, a distance of 304 feet to the POINT OF BEGINNING, containing within these calls 350 Acres of land. b) Original Zone, plus +/- 124 acres, 474 ac. total

DESCRIPTION OF: TAX INCREMENT REINVESTMENT ZONE NUMBER ONE CITY OF BAYTOWN, TEXAS

Of 474 Acres of land lying in the G. C. DAVIS Survey, Abstract No. 1472, W.C.R.R. Co. Survey, Abstract No. 899, and the T. PATCHING Survey, Abstract No. 620, near Baytown, in Harris County, Texas, said 474 Acre tract is more particularly described by metes and bounds as follows:

BEGINNING, at the intersection of the South Right-of-Way of Interstate Highway 10 and East Right-of-Way of Garth Road;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 11445.5 feet to a point for corner;

THENCE Westerly, crossing said Garth Road, continuing along the South Right-of-Way of Riceland Road, and crossing Houston Lighting and Power Company tract, a distance of 1170 feet to a point for corner;

THENCE South 09 deg. 58 min. 33 sec. East, along the East line of that certain 106.765 acre tract, a distance of 572.44 feet to a point for corner;

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THENCE South 00 deg. 38 min. 33 sec. East, along the East line of said 106.765 acre tract, a distance of 472.99 feet to a point for corner;

THENCE North 89 deg. 52 min. 34 sec. West, along the North Right-of-Way of Baker Road, a distance of 830.35 feet to a point for corner;

THENCE North 00 deg. 07 min. 26 sec. East, along the West line of said 106.765 acre tract, a distance of 568.68 feet to a point for corner;

THENCE Northerly, along the West line of said 106.765 acre tract, a distance of 171.08 feet along the arc of a curve to right, said curve having a central angle of 29 deg. 26 min. 44 sec. and a radius of 332.89 feet to a point for corner;

THENCE Northerly, along the West line of said 106.765 acre tract, a distance of 171.08 feet along the arc of a curve to left, said curve having a central angle of 29 deg. 26 min. 44 sec. and a radius of 332.89 feet to a point for corner;

THENCE North 00 deg. 07 min. 26 sec. East, along the West line of said 106.765 acre tract, a distance of 146.38 feet to a point for corner;

THENCE North 89 deg. 52 min. 34 sec. West, along the South line of said 106.765 acre tract, a distance of 620 feet to a point for corner;

THENCE South 00 deg. 07 min. 26 sec. West, along the East line of said 106.765 acre tract, a distance of 686.64 feet to a point for corner;

THENCE Southerly, along the East line of said 106.765 acre tract, a distance of 80.29 feet along the arc of a curve to left, said curve having a central angle of 23 deg. 00 min. 05 sec. and a radius of 200.00 feet to a point for corner;

THENCE South 22 deg. 52 min. 34 sec. East, along the East line of said 106.765 acre tract, a distance of 108.01 feet to a point for corner;

THENCE Southerly, along the East line of said 106.765 acre tract, a distance of 80.29 feet along the arc of a curve to right, said curve having a central angle of 23 deg. 00 min. 05 sec. and a radius of 200.00 feet to a point for corner;

THENCE South 00 deg. 07 min. 26 sec. West, along the East line of said 106.765 acre tract, a distance of 75 feet to a point for corner;

THENCE Southeasterly, along the East line of said 106.765 acre tract, a distance of 39.27 feet along the arc of a curve to left, said curve having a central angle of 90 deg. 00 min. 00 sec. and a radius of 25.00 feet to a point for corner;

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THENCE North 89 deg. 52 min. 34 sec. West, along the North Right-of-Way of said Baker Road, a distance of 1371.12 feet to a point for corner;

THENCE Westerly, along the North Right-of-Way of said Baker Road, a distance of 209.72 feet along the arc of a curve to right, said curve having a central angle of 06 deg. 27 min. 38 sec. and a radius of 1859.86 feet to a point for corner;

THENCE North 00 deg. 41 min. 47 sec. West, along the West line of said 106.765 acre tract, a distance of 191.17 feet to a point for corner;

THENCE South 89 deg. 48 min. 13 sec. West, along the South line of said 106.765 acre tract, a distance of 172.46 feet to a point for corner;

THENCE North 00 deg. 41 min. 47 sec. West, along the East Right-of-Way of Busch Road, a distance of 1192.36 feet to a point for corner;

THENCE North 74 deg. 14 min. 06 sec. East, along the North line of said 106.765 acre tract, a distance of 2837.61 feet to a point for corner;

THENCE South 09 deg. 58 min. 33 sec. East, along the East line of said 106.765 acre tract, a distance of 1092.44 feet to a point for corner;

THENCE Easterly, crossing said Houston Lighting and Power Company tract, and continuing along the North Right-of-Way of said Riceland Road, a distance of 1100.40 feet to a point for corner;

THENCE Northerly, along the West Right-of-Way of Garth Road, a distance of 8547.5 feet to a point for corner;

THENCE Westerly, a distance of 3129 feet to a point for corner;

THENCE Northerly, a distance of 1853 to a point for corner;

THENCE Westerly, a distance of 359 feet to a point for corner;

THENCE Northerly, a distance of 1203 feet to a point for corner;

THENCE Easterly, along the South Right-of-Way of said Interstate Highway 10, a distance of 3695 feet to a point for corner;

THENCE Northerly, crossing the Right-of-Way of Said Interstate Highway 10, a distance of 304 feet to a point for corner:

THENCE Northerly, along the West Right-of-Way of said Garth Road, a distance of 613 feet to a point for corner;

THENCE Westerly, a distance of 661 feet to a point for corner;

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THENCE Southerly, a distance of 219 feet to a point for corner;

THENCE Westerly, a distance of 1059 feet to a point for corner;

THENCE Southerly, a distance of 22 feet to a point for corner;

THENCE Westerly, a distance of 110 feet to a point for corner;

THENCE Northerly, along the East line of LAKE P.U.D., same being the City Limits of Baytown, a distance of 2280 feet to a point for corner;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 2954 feet to a point for corner;

THENCE Southerly, crossing the said Interstate Highway 10, a distance of 304 feet to the POINT OF BEGINNING, containing within these calls 474 Acres of land. c) Zone of 474 acres, plus +/- 126 acres, approx. 600 ac. total

DESCRIPTION OF: TAX INCREMENT REINVESTMENT ZONE NUMBER ONE CITY OF BAYTOWN, TEXAS

Being approximately 600 Acres of land, more or less, lying in the G.C. DAVIS Survey, Abstract No. 1472, W.C.R.R. Co. Survey, Abstract No. 899, H. WHITING 840, Abstract No. 840, and the T. PATCHING Survey, Abstract No. 620, near Baytown, in Harris County, Texas said 600 Acres is more particularly described by metes and bounds as follows:

BEGINNING, at the intersection of the South Right-of-Way of Interstate Highway 10 and East Right-of-Way of Garth Road;

THENCE Southwesterly, along a cutback corner at the intersection of the East Right-of-Way of said Garth Road and the South Right-of-Way of said Interstate 10, a distance of 51 feet to a point for corner;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 11,445.5 feet to a point for corner;

THENCE South 09 deg. 58 min. 33 sec. East, along the East line of that certain 106.765 acre tract, a distance of 572.44 feet to a point for corner;

THENCE South 00 deg. 38 min. 33 sec. East, along the East line of said 106.765 acre tract, a distance of 472.99 feet to a point for corner;

5 of 25

THENCE North 89 deg. 52 min. 34 sec. West, along the North Right-of-Way of Baker Road, a distance of 830.35 feet to a point for corner;

THENCE North 00 deg. 07 min. 26 sec. East, along the West line of said 106.765 acre tract, a distance of 568.68 feet to a point for corner;

THENCE North 00 deg. 07 min. 26 sec. East, along the West line of said 106.765 acre tract, a distance of 146.38 feet to a point for corner;

THENCE North 89 deg. 52 min. 34 sec. West, along the South line of said 106.765 acre tract, a distance of 620 feet to a point for corner;

THENCE South 00 deg. 07 min. 26 sec. West, along the East line of said 106.765 acre tract, a distance of 686.64 feet to a point for corner;

THENCE South 22 deg. 52 min. 39 sec. East, along the East line of said 106.765 acre tract, a distance of 108.01 feet to a point for corner;

THENCE South 00 deg. 07 min. 26 sec. West, along the East line of said 106.765 acre tract, a distance of 75 feet to a point for corner;

THENCE North 89 deg. 52 min. 34 sec. West, along the North Right-of-Way of said Baker Road, a distance of 1371.12 feet to a point for corner;

THENCE North 00 deg. 41 min. 47 sec. West, along the West line of said 106.765 acre tract, a distance of 191.17 feet to a point for corner;

THENCE South 89 deg. 48 min. 13 sec. West, along the South line of said 106.765 acre tract, a distance of 172.46 feet to a point for corner;

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THENCE North 00 deg. 41 min. 47 sec. West, along the East Right-of-Way of Busch Road, being also in part the West line of County Club Manor Section One Amending Plat, as recorded in Volume 514, Page 146, Harris County Map Records (H.C.M.R.), a distance of 1192.36 feet to a point for corner;

THENCE North 74 deg. 14 min. 06 sec. East, along the North line of said 106.765 acre tract, also being in part the North line of said Country Club Manor Section One Amending Plat and Country Club Manor Section Two, as recorded in Volume 548, Page 158, H.C.M.R., a distance of 2837.61 feet to a point for corner;

THENCE South 09 deg. 58 min. 33 sec. East, along the East line of said 106.765 acre tract, a distance of 1092.44 feet to a point for corner;

THENCE Easterly, crossing said Houston Lighting and Power Company tract, and continuing along the North Right-of-Way of said Riceland Road, a distance of 1100.40 feet to a point for corner;

THENCE Northerly, along the West Right-of-Way of Garth Road, a distance of 7811 feet to the southeast corner of a called 82.8694 acre tract described in Trust Agreement and Acknowledgement of Beneficial Ownership between George Gilman, Trustee, and Garth 82, Ltd., recorded under County Clerk’s File Number K165243 of the Official Public Records of Real Property, Harris County, Texas, also being the northeast corner of a called 6.3821 acre tract owned by John Santavy (according to Harris County Appraisal District Maps and Records);

THENCE Westerly, along the South line of said 82.8694 acres, a distance of 3172 feet to southeast corner of 90.341 acre tract described in deed into Hunt 90, Ltd., recorded under CCF No. K783047, O.P.R.R.P.H.C.T.;

THENCE Northerly, along east boundary line of described 90.341 acre tract, adistance of 2414 feet to northeast corner of said tract and southeast corner of 10 acre tract (TR 61F BLK 19 HIGHLAND FARMS);

THENCE, Westerly, along north boundary of said 90.341 acre tract and south boundary of said 10 acre tract, a distance of 359 feet to southwest corner of said 10 acre tract;

THENCE, Northerly, along west boundary of said 10 acre tract, a distance of 1203 feet to a point for corner in the South Right-Of-Way of Interstate Highway 10;

THENCE Easterly, along the South Right-of-Way of said Interstate Highway 10, a distance 3695 feet to a point for corner;

THENCE Northerly, crossing the Right-of-Way of Said Interstate 10, a distance 304 feet to a point for corner;

THENCE Northerly, along the West Right-of-Way of said Garth Road, a distance of 613 feet to a point for corner at the northeast corner of Denny’s – Garth Road, as recorded in Volume 384, Page 86, H.C.M.R., also being the southeast corner of Eastpoint Subdivision Section One; as recorded in Volume 311, Page 3, H.C.M.R.;

THENCE Westerly, along the easterly South line of Eastpoint Subdivision Section One, passing at 10 feet the easterly southeast corner of Eastpoint Subdivision Section One Partial Replat, as recorded in Volume 319, Page 95, H.C.M.R., a distance of 661 feet to a point for corner;

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THENCE Southerly, along the southerly East line of said Eastpoint Subdivision Section One, a distance of 251 feet to a point for corner;

THENCE, Westerly, along a line parallel to and 73 feet South of the North line of Reserve P, Eastpoint Subdivision Section One, 357 feet to the East Right-Of-Way line of Eastpoint Boulevard;

THENCE, Northerly, along the East Right-of-Way of said Eastpoint Boulevard, a distance of approximately 73 feet to a point east by north of southeast corner of 6.24 acre tract (Eastpoint Res L);

THENCE, Westerly, across the Right-of-Way of said Eastpoint Boulevard approximately 59 feet to southeast corner of said 6.24 acre tract (Eastpoint Res L);

THENCE, Westerly, along southern boundary line of said 6.24 acre tract (Eastpoint Res L) approximately 618 feet to southwest corner of said tract and east boundary line of 0.6707 acre tract (EAST POINT PAR R/P WATER PLANT SITE & W 20'FT OF RES O);

THENCE Southerly, along east boundary of said 0.6706 acre tract a distance of 22 feet to a point for southeast corner of said tract;

THENCE Westerly, along south boundary of said 0.6706 acre tract a distance of 125 feet to a point for southwest corner of said tract;

THENCE Northerly, along the East line of LAKE P.U.D., same being the West line of Eastpoint Subdivision Section One, same being the City Limits of Baytown, a distance of 4150 feet to a point west by south of southwest corner of Eastpoint Lot 277, Eastpoint Subdivision Section One Partial Replat;

THENCE Easterly, across Eastpoint Par R/P Retention Reservoir, adistance of 140 feet to the southwest corner of Lot 277, Eastpoint Subdivision Section One Partial Replat;

THENCE, along the South line of said Lot 277, the South line of said Eastpoint Subdivision Section One Partial Replat, and the South line of Partial Replat of Eastpoint Subdivision Section One Partial Replat recorded in Volume 346, Page 124, H.C.M.R., the following courses and distances:

Easterly, a distance of 170 feet; Northerly, a distance of 8 feet; Easterly, a distance of 1080 feet; Northerly, a distance of 40 feet;

Easterly, a distance of 547 feet to the West Right-Of-Way line of Garth Road, passing at 537 feet the West Right- Of-Way line of Garth Road as dedicated by said plat of Eastpoint Subdivision Section One, also being the northerly southeast corner of Eastpoint Subdivision Section One Partial Replat;

THENCE Southerly, along the West Right-Of-Way line of Garth Road, a distance of 1870 feet to the northeast corner of the southerly portion of Eastpoint Subdivision Section One;

THENCE Easterly, crossing Garth Road along an extension of the North line of the southerly portion of said EASTPOINT SUBDIVISION SECTION ONE, a distance of 80 feet to a point for corner in the East Right-Of- Way line of Garth Road;

THENCE Southerly, along the East Right-of-Way of said Garth Road, a distance of 2688 feet to a point for corner;

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THENCE Southerly, crossing the said Interstate Highway 10, a distance of 304 feet to the POINT OF BEGINNING, containing within these calls approximately 600 Acres of land. d) 2004 Annex of 45 acre tract along John Martin Road, approx. 650 ac. total

DESCRIPTION OF: TAX INCREMENT REINVESTMENT ZONE NUMBER ONE CITY OF BAYTOWN, TEXAS

Being approximately 650 Acres of land, more or less, lying in the G.C. DAVIS Survey, Abstract No. 1472, W.C.R.R. Co. Survey, Abstract No. 899, H. WHITING 840, Abstract No. 840, and the T. PATCHING Survey, Abstract No. 620, near Baytown, in Harris County, Texas said 650 Acres is more particularly described by metes and bounds as follows: