TAX INCREMENT REINVESTMENT ZONE, NUMBER ONE CITY OF BAYTOWN

July 8, 2015

2015 AMENDMENT TO THE PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN

Exhibit "B"

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PROJECT PLAN Page

I. Existing uses and conditions of real property within the area of the Zone 3

Map of original zone with 79 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

I.

REINVESTMENT ZONE FINANCING PLAN A detailed list describing the estimated projects of the Zone, including administrative expenses

5

II. A statement listing the kind, number and location of all proposed public works or public improvements in the Zone

5

III. Economic Feasibility Study 5

IV. The estimated amount of bonded indebtedness to be incurred

5

V. The time when related costs or monetary obligations are to be incurred

6

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

6

VII. The current total appraised value of taxable real property in the Zone 6

VIII. The estimated captured appraised value of the Zone during each year of its existence 6

IX. Duration of the Zone 6

X. Appendix A (boundary description and map of area to be included) 7-8

XI. Schedule A: Residential Buildout 9

XII. Schedule B: Projected Assessed Valuations and Tax Increment 10

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2015 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 originally consisted 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. In addition, the Zone was reduced by 112 acres in 2014 (representing the entirety of the San Jacinto Mall) and simultaneously enlarged to include an additional 45 acres. The below map shows existing conditions of the Zone.

Map 1

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The purpose of this 2015 Plan Amendment is to include a 79 acre tract of land along Wallisville Road that is intended to be used for residential development. The 79 acres of undeveloped land will be added to the Zone as shown below.

Map 2

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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

The non-project costs are shown in Table A below.

REINVESTMENT ZONE FINANCING PLAN

I. A DETAILED LIST DESCRIBING THE ESTIMATED PROJECT COSTS OF THE ZONE, INCLUDING ADMINISTRATIVE EXPENSES

There are no additional administrative expenses associated with the Plan Amendment.

II. STATEMENT LISTING KIND, NUMBER AND LOCATION OF ALL PROPOSED PUBLIC WORKS OR PUBLIC IMPROVEMENTS

IN THE ZONE

Table A and Map 2 detail the location and kind of public works and improvements for the 79 acre annexation.

III. ECONOMIC FEASIBILITY STUDY

By adding the 79 acres, the Zone will be able to finance a portion of the water, wastewater, and drainage improvements for the planned residential development. 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.

Table A: Estimated Zone Project and Non-Project Costs for 79 acre Annexation

Public Infrastructure Costs

Zone Project Costs

Non-Project Costs

Internal (Site Specific) Water, Sanitary Sewer, Drainage Costs (1) $2,715,016 $1,163,578

Detention Facilities (1) $1,337,651 $573,279

Offsite Utilities and Paving (2) $1,835,294 $0

Internal (Site Specific) Paving (3) $0 $3,025,928

Total Zone Project Costs $5,887,961 $4,762,785

(1) Per City TIRZ policy, internal utilities and drainage costs are eligible for TIRZ reimbursement at 70% (2) Per City TIRZ policy, offsite utilities and paving costs are eligible for TIRZ reimbursement at 100% (3) Per City TIRZ policy, internal paving costs are not eligible for TIRZ reimbursement

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V. THE TIME WHEN RELATED COSTS OR MONETARY OBLIGATIONS ARE TO BE INCURRED

It is estimated that the water, wastewater, and drainage improvements will begin construction in 2015 and at which point the Zone would have incurred a monetary obligation associated with this plan amendment.

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 as a participant in the enlargement area of 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 will be a participant in the Zone enlargement and will participate according to the following table.

INCREMENT DEDICATED TO THE ZONE

VIII. THE CURRENT TOTAL APPRAISED VALUE OF TAXABLE REAL PROPERTY IN THE ZONE

The total preliminary 2015 taxable value within the Zone is $183,163,746. This total excludes property values de-annexed in 2014. Additionally, a 2015 Base Value of the 79 acre tract of $197,080 will be added.

IX. 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.

X. DURATION OF THE ZONE

The Zone exists through year 2044.

Taxing Unit Tax Rate Dedicated

City of Baytown 60% of Tax Rate

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Appendix A Boundary Description

TIRZ No. 1 – Addition of 79 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 79 acres in size and is situated approx. 2,600 feet east northeast of the intersection of N. Main Street and E. Wallisville Road.

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Appendix A, cont.

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