HomeMy WebLinkAboutPR 20107: AMENDING RESOLUTION NO. 17-364, IDA WITH OXBOW CALCINING, LLC P. R. NO. 20107
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RESOLUTION NO.
A RESOLUTION AMENDING RESOLUTION NO. 17-364 AS IT
PERTAINS TO AN INDUSTRIAL DISTRICT AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR AND OXBOW CALCINING, LLC
WHEREAS, on December 19, 2017, the City Council adopted Resolution No. 17-
358 authorizing an Industrial District Agreement with Oxbow Calcining, LLC, which was
set to expire on December 30, 2017; and
WHEREAS, on December 28, 2017, the City Council adopted Resolution No. 17-
364, which amended Resolution No. 17-358 and authorized a Third Amendment to the
Industrial District Agreement with Oxbow Calcining, LLC, by extending the term for one
year; and
WHEREAS, the Third Amendment also had a provision that it was the intention
of the parties to finalize negotiations toward a ten (10) year Industrial District
Agreement within a thirty (30) day period; and
WHEREAS, the City Council of the City of Port Arthur deems it in the best
interests of the citizens of Port Arthur to amend Resolution No. 17-364 and enter into a
ten (10) year Industrial District Agreement with Oxbow Calcining, LLC, pursuant to
Sections 42.044 and 212.172 of the Texas Local Government Code, and Article 1,
Sections 5 and 6, of the City's Charter.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
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Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That Resolution No. 17-364 is hereby amended to authorize the
Interim City Manager to enter into a ten (10) year Industrial District Agreement with
Oxbow Calcining, LLC, in substantially the same form as attached hereto as Exhibit "A".
Section 3. That a copy of the caption of this Resolution shall be spread upon
the Minutes of the City Council.
READ, ADOPTED, AND APPROVED, this day of February, 2018 AD, at a
Regular Meeting of the City Council of the City of Port Arthur, Texas by the following
vote: AYES:
Mayor:
Councilmembers:
NOES: .
Derrick Ford Freeman, Mayor
ATTEST:
Sherri Bellard, City Secretary
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APPROVED AS TO FORM:
1/1f1
Valecia R. Tizeno, ty Attorney
APPROVED FOR ADMINISTRATION:
Harvey Robinson, Interim City Manager
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Exhibit "A"
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STATE OF TEXAS §
COUNTY OF JEFFERSON §
INDUSTRIAL DISTRICT AGREEMENT
This INDUSTRIAL DISTRICT AGREEMENT (this "Agreement") is made
and entered into by and between the City of Port Arthur
(hereinafter referred to as the "City") , a home rule municipality
governed under the laws of the State of Texas and Oxbow Calcining
LLC (hereinafter referred to as the "Property Owner") . The Property
Owner leases real estate from The Kansas City Southern Railway
Company and owns tangible personal property, and it operates a
coke calcining plant, which is located in the City of Port Arthur' s
extraterritorial jurisdiction. •
WHEREAS, Oxbow Calcining subleases a portion of its facility
to Port Arthur Steam. Energy, LP. , and will be responsible for its
in lieu of tax payment to City pursuant to this agreement; and
WHEREAS, pursuant to Section 42 . 001 of the :'exas Local
Government Code, the Legislature declares it the policy of the
State of Texas to designate certain areas as the extraterritorial
jurisdiction of municipalities to promote and protect the general
health, safety, and welfare of persons residing in and adjacent to
the municipalities; and
WHEREAS, the extraterritorial jurisdiction (hereinafter
referred to as the "ETJ") of the City is the unincorporated area
that is contiguous to the corporate boundaries of the City and
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that is located within 3-1/2 miles of the boundaries of the City;
and
WHEREAS, pursuant to Section 42 . 044 of the Texas Local
Government Code (the "TLGC") , the governing body of a municipality
may designate any part of its extraterritorial jurisdiction as an
industrial district and may treat the designated area in a manner
considered by the governing body to be in the best interests of
the municipality; and
WHEREAS, the Property Owner owns and/or leases land that is
located in the ETJ of the City, which was previously designated as
an industrial district and Exhibit "A" represents a true, correct
and complete legal description and/or map depiction of said land
(hereinafter referred to as the "Affected Area") ; and
WHEREAS, pursuant to Section 42 . 044 of the Texas Local
Government Code, the City may make written agreements with owners
of land in an industrial district; and
WHEREAS, this Agreement is authorized under Sections 42 . 044
and 212 . 172 of the Texas Local Government Code, Verncn' s Texas
Code Annotated and Article I, Sections 5 and 6 of the City' s
Charter, and the parties agree that the terms of this Agreement
are reasonable, appropriate, and not unduly restrictive of
business activities; and
WHEREAS, this Agreement includes provisions concerning said
real and tangible personal property owned and/or leased by the
Property Owner in the Affected Area; and
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WHEREAS, the Property Owner and the City have previously
entered into industrial district agreements related to the
Affected Area, and the industrial district agreement between the
Property Owner and the City that expires at the end of 2017 is
referred to herein as the `Prior Industrial District Agreement") ;
and
WHEREAS, in previous industrial district agreements , the City
has articulated its concern regarding the unemployment rate of
Port Arthur residents in an effort to maximize job opportunities
for Port Arthur residents and contracting opportunities for Port
Arthur businesses and contractors; and
WHEREAS, the City created the Port Arthur Business Enterprise
(PABE) program, with a goal of improving opportunities for its
residents and businesses; and
WHEREAS, the City is interested in working with industry to
obtain information on current hiring and procurement efforts,
including results, and to increase employment opportunities for
Port Arthur residents and procurement for Port Arthur businesses;
and
WHEREAS, the Property Owner agrees to provide written reports
to the City regarding its hiring and procurement practices on a
semi-annual basis; and
WHEREAS, the City desires to offer an incentive to the
Property Owner if it participates in an Employment and Training
Roundtable Program and meets certain milestones based on increases
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in the hiring of Port Arthur residents and the contracting
opportunities afforded Port Arthur businesses; and
WHEREAS, this Agreement shall be effective and binding on the
parties hereto upon execution hereof on behalf of all parties to
this Agreement, and effective January 1, 2018, this Agreement
supersedes any prior existing Industrial District Agreement
between the Property Owner and the City relating to the subject
matter hereof and governing City' s contractual relationship with
the Property Owner; and
WHEREAS, the City finds that the provisions set forth in this
Agreement are in the best interests of the City and beneficial to
the general health, safety, and welfare of ins residents; and
WHEREAS, the Property Owner finds that this Agreement is
beneficial to its business operations .
NOW, THEREFORE, in consideration of the premises and the
mutual agreements of the parties contained herein, the City and
the Property Owner, agree with each other as follows :
Section 1 : ETJ Status, City Services and Code Enforcement
(a) Pursuant to Section 42 . 044 of the TLGC, and subject to
the terms and provisions of this Agreement, the City agrees and
guarantees that during the term of this Agreement, the Affected
Area shall be immune from annexation and shall continue to retain
its status as part of the City' s ETJ, except as otherwise expressly
provided herein.
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(b) The Property Owner and the City agree that the City shall
have no obligation to provide City services to the Property Owner
in the Affected Area and that the City will not extend any services
to Property Owner in the Affected Area (unless otherwise provided
herein) . The City will not require the Property Owner to adhere to
City codes such as the regulation of plats and subdivisions of
land, the imposition of building, electrical, or plumbing
inspections, and related code requirements . The Property Owner
agrees not to imprudently discharge storm water or contribute to
flooding on adjacent property.
Section 2 . Description of Affected Area and Reports
(a) The City hereby designates the portion of the City' s ETJ
described and depicted on Exhibit "A", which contains all of the
land owned and/or leased by the Property Owner in the City' s ETJ,
as an Industrial District . The Property Owner hereby certifies
that Exhibit "A" represents a true, correct and complete legal
description and map depiction of all of the land owned and/or
leased by the Property Owner in the "Affected Area" .
(b) On or before May 1 of each year during the term of this
Agreement, the Property Owner shall furnish to the City a written
report listing the names and addresses of all persons and entities
who store any tangible personal property on the land in the
Affected Area with the Property Owner, and are in the possession
or under the management of Property Owner on January 1 of such
year, and further giving a description of such tangible personal
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property. The Property Owner shall file all reports required by
the chief appraiser of the Jefferson County Appraisal District
("JCAD") under Section 22 . 04 of the Texas Property Tax Code
relating to (i) third parties' property that is in the Affected
Area and in the Property Owner' s possession or under the Property
Owner' s management by bailment, lease, consignment, or other
arrangement, and (ii) storage space leased or otherwise provided
to third parties for storage of personal property in the Affected
Area .
Section 3. Payments by the Property Owner
(a) The City levies ad valorem taxes for general revenue
purposes on the value of land, improvements, and certain personal
property located within its corporate limits .
If the Affected Area were located within the corporate limits
of the City, it would be subject to such levy.
As part of the consideration for the City' s agreements
contained herein, the Property Owner agrees to make a payment to
the City in lieu of taxes (hereinafter referred tc as "In Lieu of
Payment") for each "Tax Year" (as hereinafter defined) during the
term of this Agreement as provided herein. As used herein, the
term "Tax Year" has the meaning assigned to that term in Section
1 . 04 of the Texas Property Tax Code (i .e. , the calendar year) .
(b) With respect to each Tax Year during the term of this
Agreement, on or before the later of (i ) October 15th of such Tax
Year, and (ii) thirty (30) calendar days after the City delivers
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to Property Owner the statement described in Section 3 (c) with
respect to such Tax Year, and except as otherwise provided in
Sections 4, 7 and 20, the Property Owner will remit to the City an
"=n Lieu of Payment" in an amount equal to the "Applicable PILOT
Percentage" (as hereinafter defined) for such Tax Year multiplied
by the "Taxable Value" (as hereinafter defined) for such Tax Tear
multiplied by the City' s property tax rate for such Tax Year.
(c) On or before October 1S: of each Tax Year during the term
of this Agreement, the City will submit to the Property Owner a
statement setting forth the calculation of the In Lieu of Payment
due from the Property Owner for such Tax Year.
(d) For the purposes of this Agreement, "Applicable PILOT
Percentage" means, for each Tax Year during the term of this
Agreement, the percentage set forth opposite such Tax Year in the
table immediately below:
TABLE
Applicable PILOT
TAX YEAR Percentage
2018 80%
2019 81%
202C 82%
2021 83%
2022 84%
2023 85%
2024 86%
2025 87%
•
2026 88%
2027 89%
(e) For the purposes of this Agreement, "Taxable Value"
means, for any Tax Year, the appraised value of the Property
Owner' s real property, tangible personal property or mixed that is
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situated on the Affected Area as determined for such Tax Year by
the chief appraiser of JCAD for the property tax purposes of
Jefferson County, Texas as of January 1 of such Tax Year, less the
exempt value of pollution control property as so determined. The
appraised value also includes the appraised value of any property
that is located in a foreign trade zone or any other type of
federal, state or local zone .
Additionally, the Property Owner' s Taxable Value for the
purposes of this Agreement for any such Tax Year will include the
Taxable Value of all tangible personal property located and stored
on the Affected Area that is owned by third parties and is in the
possession or under the management of the Property Owner by
bailment, lease, consignment, or any other arrangement with the
Property Owner on January 1 of such Tax Year.
(f) For illustration purposes only, assume for a Tax Year
during the term of this Agreement that the Applicable PILOT
Percentage is 80%, the Taxable Value is $15, 000, 000 and the City' s
property tax rate for such Tax Year is $ . 792 per $100 of Taxable
Value . Subject to the provisions of Sections 4 and 7, the In Lieu
of Payment for such Tax Year would be $95, 040 . 00 calculated as
follows :
80% X $15, 000, 000 X $ . 792/$100 = $95, 040 . 00
Section 4 . Treatment of Certain Fluctuations in Value
In the event there are any fluctuations of 10% or more in the
"Contract Value" (as hereinafter defined) , the parties agree that
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there shall be a floor and ceiling applied in order to calculate
the payment for each year. Therefore, the parties agree to place
a cap on the variance in the amount of the payment from the previous
year of plus or minus 10% based on the Property Owner' s Contract
Value for the previous year.
The intent of the 10% provision is to limit fluctuations in
payments to the City to no more than 10% up or 10% down each year.
This is accomplished by specifically defining the Contract Value
for the purpose of this contract each year (hereinafter referred
to and defined as the "Contract Value") . Notwithstanding anything
contained herein to the contrary, if for any Tax Year during the
term of this Agreement, the Taxable Value for such current Tax
Year is either ten percent ( 10%) more or less than the "Contract
Value" (as herein defined) for the immediately preceding Tax Year,
then subject to the provisions of Section 7, the In_ Lieu of Payment
for such current Tax Year shall be an amount equal to eighty
percent (80%) of either:
• 110% (if the Taxable Value for such current Tax Year is
ten percent (10%) more than the Contract Value for the
immediately preceding Tax Year) , or
• 90% (if the Taxable Value for such current Tax Year is
ten percent (10%) less than the Contract Value for the
immediately preceding Tax Year)
of the Contract Value for the immediately preceding Tax Year
multiplied by the City' s property tax rate for such current Tax
Year.
As used herein, the term "Contract Value" means :
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(i) for the Tax Year 2018 , the Taxable Value for the Tax Year
2017; and
(ii) for any Tax Year during the term of this Agreement after
the Tax Year 2018, the Taxable Value or the Contract Value, as the
case may be, used to calculate the In Lieu of Payment for the
immediately preceding Tax Year.
a. Calculation of the Contract Value if there is a Decrease in
Value of More than 10%
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2018 of more than 10% of the
Taxable Value for 2017, the Contract Value for 2018 will be an
amount equal to minus 10% (i.e. , 90% of the Taxable Value for the
immediately preceding year [2017] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2019 of more than 10% of the
Contract Value for 2018, the Contract Value for 2019 will be an
amount equal to minus 10% (i.e . , 90% of the Contract Value for the
immediately preceding year [2018] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2020 of more than 10% of the
Contract Value for 2019, the Contract Value for 2020 will be an
amount equal to minus 10% (i .e. , 90% of the Contract Value for the
immediately preceding year [2019] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2021 of more than 10% of the
Contract Value for 2020, the Contract Value for 2021 will be an
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amount equal to minus 10% (i .e . , 90% of the Contract Value for the
immediately preceding year [2020] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2022 of more than 10% of the
Contract Value for 2021, the Contract Value for 2022 will be an
amount equal to minus 10% (i .e . , 90% of the Contract Value for the
immediately preceding year [2021] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2023 of more than 10% of the
Contract Value for 2022, the Contract Value for 2023 will be an
amount equal to minus 10% (i . e . , 90% of the Contract Value for the
immediately preceding year X2022] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2024 of more than 10% of the
Contract Value for 2023, the Contract Value for 2024 will be an
amount equal to minus 10% (i .e . , 90% of the Contract Value for the
immediately preceding year [2023] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2025 of more than 10% of the
Contract Value for 2024, the Contract Value for 2025 will be an
amount equal to minus 10% (i. e. , 90% of the Contract Value for the
immediately preceding year [2024] ) .
In_ the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2026 of more than 10% of the
Contract Value for 2025, the Contract Value for 2026 will be an
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amount equal to minus 10% (i .e . , 90% of the Contract Value for the
immediately preceding year [2025] ) .
In the event there is a fluctuation, which results in a
decrease in the Taxable Value for 2027 of more than 10% of the
Contract Value for 2026, the Contract Value for 2027 will be an
amount equal to minus 10% (i .e . , 90% of the Contract Value for the
immediately preceding year [2026] ) .
b. Calculation of the Contract Value if there is an Increase
in Value of More than 10%
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2018 of more than 10% of the
Taxable Value for 2017, the Contract Value for 2018 will be an
amount equal to plus 10% (i. e . , 110% of the Taxable Value for the
immediately preceding year [2017] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2019 of more than 10% of the
Contract Value for 2018, the Contract Value for 2019 will be an
amount equal to plus 10% (i .e . , 110% of the Contract Value for the
immediately preceding year [2018] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2020 of more than 10% of the
Contract Value for 2019, the Contract Value for 2020 will be an
amount equal to plus 10% (i . e . , 110% of the Contract Value for the
immediately preceding year X2019] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2021 of more than 10% of the
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Contract Value for 2020, the Contract Value for 2021 will be an
amount equal to plus 10% (i .e. , 110% of the Contract Value for the
immediately preceding year [2020] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2022 of more than 10% of the
Contract Value for 2021, the Contract Value for 2022 will be an
amount equal to plus 10% (i. e . , 110% of the Contract Value for the
immediately preceding year [2021] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2023 of more than 10% of the
Contract Value for 2022, the Contract Value for 2023 will be an
amount equal to plus 10% (i .e . , 110% of the Contract Value for the
immediately preceding year [2022] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2024 of more than 10% of the
Contract Value for 2023, the Contract Value for 2024 will be an
amount equal to plus 10% (i . e. , 110% of the Contract Value for the
immediately preceding year [2023] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2025 of more than 10% of the
Contract Value for 2024, the Contract Value for 2025 will be an
amount equal to plus 10% (i .e . , 110% of the Contract Value for the
immediately preceding year [2024] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2026 of more than 10% of the
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Contract Value for 2025, the Contract Value for 2026 will be an
amount equal to plus 10% (i .e. , 110% of the Contract Value for the
immediately preceding year [2025] ) .
In the event there is a fluctuation, which results in an
increase in the Taxable Value for 2027 of more than 10% of the
Contract Value for 2026, the Contract Value for 2027 will be an
amount equal to plus 10% (i .e . , 110% of the Contract Value for the
immediately preceding year [2026] ) .
c. Chart
The following chart further illustrates the treatment of
various fluctuations :
Subject
to
Contract City
Contract Value Applicable Property
Tax Value % Contract PILOT Tax
Year Taxable Value % Change Limitation Value Percentage* Rate
2017 100.00 N/A N/A 100.00 N/A N/A
2018 80.00 -20% -10% 90.00 80% 72.00
2019 80.00 -11% -10% 81.00 81% 65.61
2020 110.00 36% 10% 89.10 82% 73.06
2021 110.00 23% 10% 98.01 83% 81.35
2022 90.00 -8% 0% 90.00 84% 75.60
2023 90.00 0% 0% 90.00 85% 76.50
2024 100.00 11% 10% 99.00 86% 85.14
2025 80.00 -19% -10% 89.10 87% 77.52
2026 90.00 1% 0% 90.00 88% 79.20
2027 100.00 11% 10% 99.00 89% 88.11
* Subject to potential reduction for performance based incentives under Section 7.
Section 5. Port Arthur Local Business Enterprise Program
The City recognizes that proactive steps must be taken to
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help ensure that Port Arthur local business enterprises thrive and
continue to benefit our community economically and socially.
Therefore, the City created the Port Arthur Loca. Business
Enterprise Program (the "PABE Program") , which is designed to
promote spending with qualified Port Arthur local business
enterprises (each an "LBE" as such term is defined below) by
companies that have industrial district agreements with the City,
as well as to increase the diversity of Port Arthur businesses
from which such companies procure goods and services so that the
pool of such businesses is representative of the business community
at large . The Property Owner agrees to participate in the PABE
Program.
As used herein, "LBE" means a Port Arthur business (including,
but not limited to, a Port Arthur minority and/or women owned
business enterprise ("MWBE") , a Port Arthur historically
underutilized business ("HUB") , and a Port Arthur disadvantaged
business enterprise ("DBE") ) that has been certified as a LBE under
the procedures and criteria specified in the PABE Program as
determined by the City Council of the City, but such term shall
not include any Port Arth/ur business that has ceased to be so
certified.
The City and the Prooerty Owner agree, in conjunction with
other companies that have entered into industrial district
agreements with the City, to set up an advisory board to implement
the goals and objectives for the FABE program. The advisory board
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will meet as needed and will be facilitated by a party mutually
agreeable to the City and the advisory board (referred to herein
as the "PABE Facilitator") . The PABE Facilitator will be paid a
stipend, which shall be prorated equally among the parties to the
industrial district agreements, and the Property Owner agrees to
bay its prorated share of such stipend, provided that the Property
Owner' s prorated share of such stipend shall not exceed $250 . 00
per year .
Notwithstanding anything contained in this Agreement to the
contrary, the Property Owner shall in no event be obligated under
any provision of this Agreement (i) to amend or otherwise change,
or attempt to amend or otherwise change, any agreement to which
the Property Owner is a party as of the date hereof, or (ii) to
hire or retain any person, or to award any contract for materials,
supplies, equipment or services to any vendor, supplier,
professional, contractor or subcontractor, unless, in the Property
Owner ' s sole discretion, (A) such person is qualified, is willing
to perform the work, and satisfies all of the Property Owner' s
normal standards for employment, and (B) such vendor, supplier,
professional, contractor or subcontractor is qualified,
financially sound, has an adequate safety record, is willing to
perform the work, or provide the materials or services, in the
time required and in a competitive manner, and is the lowest
qualified responsive bidder who meets all the applicable bid
specifications .
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The Property Owner agrees that it will participate in the
PABE Program during the term of this Agreement and strongly
consider the use of certified Port Arthur businesses to facilitate
the goals of the PABE Program. The terms and conditions of the
PABE Program are delineated on the City' s official website .
The Property Owner, together with the City' s staff, will also
participate in a Semi-Annual Employment Roundtable Program
facilitated by the City, as more fully provided for herein. The
goal of the Semi-Annual Employment Roundtable Program is to address
employment and training issues that are essential to the hiring of
Port Arthur residents as employees of the Property Owner and its
Nested Contractors (as hereinafter defined) . The Semi-Annual
Employment Roundtable Program will also address issues related to
improving the workforce within the City to meet the needs of
industry. Within a reasonable period of time after the Property
Owner has filed a Report (as defined in Section 6) with respect to
a Report Period (as defined in Section 6) , the City will schedule
a semi-annual meeting of the Semi-Annual Employment Roundtable
Program and provide reasonable advance notice to Property Owner of
the date, time, and place for such meeting.
In connection with the Semi-Annual Employment Roundtable
Program, the Property Owner shall designate one or more Facility
site personnel who are knowledgeable about the hiring and
procurement needs and practices at the Facility to participate as
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a member or members of the Industry Work Group at each semi-annual
meeting of the Semi-Annual Employment Roundtable Program.
Members of the Industry Work Group and the City' s staff shall
attend each semi-annual meeting of the Semi-Annual Employment
Roundtable Program with the shared goal of (i) furthering the
City' s objectives specified in this Section 5, (ii) commencing, no
later than July 1, 2026, the development of agreed upon terms and
conditions for the Industrial District Agreement to be entered
into by the City and the Property Owner effective January 1, 2028,
upon the expiration of this Agreement, and (iii) completing the
development of such agreed upon terms no later than September 1,
2027 .
Members of the Industry Oversight Committee, together with
the City Manager and any other persons designated by the City
Council, shall attend one semi-annual meeting of the Semi-Annual
Employment Roundtable Program per year to monitor and promote
progress on the shared goals described in the immediately preceding
paragraph.
As used herein, the term "Nested Contractor" means an employer
that regularly operates full time at the Affected Area providing
personnel or services under contract with the Property Owner.
Section 6. Reporting Requirements
(a) For each of the Tax Years 2018 through 2027, the Property
Owner agrees to submit on a semi-annual basis a report (each, a
"Report") in accordance with the procedures, and providing the
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information specified, herein with respect to the hiring of
qualified Port Arthur residents by the Property Owner and its
Nested Contractors, and the retention of LBE' s by the Property
Owner, as the same relate to the Affected Area. Each six-month
period for which a Report is required herein is referred to herein
as a "Reporting Period. "
(b) The Report due for the six-month period ending on June
30th of each of such Tax Years shall be submitted on or before the
July 315t immediately following the end of such six-month period,
and the Report due for the six-month period ending on December
31st of each of such Tax Years shall be submitted on or before the
January 31St immediately following the end of such six-month
period; provided, however, that upon the written request of the
Property Owner, the deadline for submitting a Report shall be
extended for thirty (30) days . The six-month period covered by
any Report is referred to herein as the "Report Period. "
(c) The Reports shall be sent to the Office of the City
Manager and copied to the City Attorney substantially in the format
delineated in Exhibit "B" . Each of the Reports will be reviewed
for compliance by the City or its representative as to the
following:
(i) With respect to the hiring of qualified Port
Arthur residents by the Property Owner at the Facility, such Report
shall set forth the following information for the Report Period
covered by such Report :
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(A) Total number of employees employed by the
Property Owner at the Facility on the last day
of such Report Period who were Port Arthur
residents on such date;
(B) Total number of employees employed by the
Property Owner at the Facility on the last day
of such Report Period;
(C) Total number of new hires employed by the
Property Owner at the Facility during such
Report Period who were Port Arthur residents on
their first day of employment with the Property
Owner;
(D) Total number of new hires employed by the
Property Owner at the Facility during such
Report Period; and
(E) Total number of applicants completing the
interview process for employment with the
Property Owner at the Facility during such
Report Period.
(ii) With respect to the hiring of qualified Port
Arthur residents by the Property Owner' s Nested Contractors for
projects at the Facility, the Property Owner will use commercially
reasonable efforts to obtain the information set forth below for
inclusion in such Report for the Report Period covered thereby:
(A) Total number of employees employed by the
Property Owner' s Nested Contractors for projects
at the Facility on the last day of such Report
Period who were Port Arthur residents on such
date;
(B) Total number of employees employed by the
Property Owner' s Nested Contractors for projects
at the Facility on the last day of such Report
Period;
(C) Total number of new hires employed by the
Property Owner' s Nested Contractors for projects
at the Facility during such Report Period who
were Port Arthur residents on their first day
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of employment with the Property Owner' s Nested
Contractors;
(D) Total number of new hires employed by the
Property Owner' s Nested Contractors for projects
at the Facility during such Report Period; and
(E) Total number of applicants completing the
interview process for employment with Property
Owner' s Nested Contractors for projects at the
Facility during such Report Period.
(iii) With respect to the retention of "Designated
LBE' s" (as defined in Section 7 (e) ) , such Report shall set forth
the following information for the Report Period covered by such
Report:
(A) Total number of Designated LBE' s that:
(i) were on the approved vendor list of the
Property Owner at any time during such
Report Period, and/or
(ii) were invited by the Property Owner during
such Report Period to bid on contracts for
goods and/or services;
(B) Total number and dollar amount of contracts
awarded by the Property Owner during such Report
Period for gocds and/or services that the
Property Owner determines could have potentially
been obtained from Designated LSE' s; and
(C) Total number and dollar amount of the contracts
described in Section 6 (c) (iii) (B) immediately
above that were awarded to Designated LBE' s
during such Report Period.
(d) The information provided by the Property Owner to
the City in any Report, or to the City or an Accounting Firm (as
defined in Section 18) in connection with any review of any Report
under Section 18 or otherwise, shall be held confidential by the
City to the fullest extent permitted under applicable law. If the
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City receives a request for such information, the City will notify
the Property Owner, and the Property Owner will be afforded an
opportunity to file a brief with the Texas Attorney General setting
forth the reasons for exclusion of all or any portion of such
information from the requirement to be released pursuant to the
Texas Public Information Act .
Section 7 . Performance Based Incentives for Discounts as an
Economic Incentive Program pursuant to Chapter 380 of the
Texas Local Government Code
In General
(a) With respect to each Tax Year during the term of this
Agreement, the calculation of the In Lieu of Payment under Sections
3 and 4 for such Tax Year is based in part upon the application of
the Applicable PILOT Percentage for such Tax Year (the "Discounted
Rate") . For any Tax Year during the term of this Agreement, the
Discounted Rate may be reduced as provided in this Section 7 upon
verification and approval by the governing body cf the City that
one or more of the performance-based milestones described in this
Section 7 were reached for the Report Periods covered by the
Reports applicable for such Tax Year as designated below (such
period or periods for any Tax Year being referred to herein as the
"Milestone Period" as designated below) :
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Tax Report Periods Ending on the
Year following: Milestone Period
December 31, 2017*, and June 30, 07/01/2017 -
2018 2018 06/30/2018
07/01/2018 -
2019 December 31, 2018, and June 30, 2019 06/30/2019
07/01/2019 -
2020 December 31, 2019, and June 30, 2020 06/30/2020
07/01/2020 -
2021 December 31, 2020, and June 30, 2021 06/30/2021
07/01/2021 -
2022 December 31, 2021, and June 30, 2022 06/30/2022
07/01/2022 -
2023 December 31, 2022, and June 30, 2023 06/30/2023
07/01/2023 -
2024 December 31, 2023, and June 30, 2024 06/30/2024
07/01/2024 -
2025 December 31, 2024, and June 30, 2025 06/30/2025
07/01/2025 -
2026 December 31, 2025, and June 30, 2026 06/30/2026
07/01/2026 -
2027 December 31, 2026, and June 30, 2027 06/30/2027
*As reported on the Report for the semi-annual period July 1, 2017, through December
31, 2017 under the terms of the Prior Industrial District Agreement.
Hiring Milestones
(b) For purposes of this Agreement, the term "Report Period
Hiring Percentage" means, for any Report Period during the term of
this Agreement, a percentage equal to the quotient determined by
dividing (X) by (Y) where:
(X) = an amount equal to the sum of:
(i) the total number of employees employed by the
Property Owner at the Facility on the last
day of such Report Period who were Port
Arthur residents on such date; plus
(ii) the total number of employees employed by the
Property Owner' s Nested Contractors for
projects at the Facility on the last day of
such Report Period who were Port Arthur
residents on such date; and
(Y) = an amount equal to the sum of:
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(i) the total number of employees employed by the
Property Owner at the Facility on the last
day of such Report Period; plus
(ii) the total number of employees employed by the
Property Owner' s Nested Contractors for
projects at the Facility on the last day of
such Report Period.
(c) For purposes of this Agreement, the term `Milestone
Hiring Percentage" means for the Milestone Period applicable to
each of the Tax Years 2018, 2019, 2020, 2021, 2022, 2023, 2024,
2025, 2026, and 2027, the sum of the Report Period Hiring
Percentages for the Report Periods included in such Milestone
Period divided by two (2) .
(d) Upon verification and approval by the governing body of
the City that one of the Hiring Milestones (as hereinafter defined)
was reached for the Milestone Period applicable to a Tax Year, the
Discounted Rate for such Tax Year shall be reduced by the
percentage points determined based upon the following table:
Tax Milestone Hiring Percentage for the Milestone Period applicable to a
Year Tax Year (the "Hiring Milestones")
10%-20% 21%-35% 36%-49% 50% or greater
2018 2.0% 3.0% 4.0% 5.0%
2019 2.5% 3.5% 4.5% 5.5%
2020 3.0% 4.0% 5.0% 6.0%
2021 3.5% 4.5% 5.5% 6.5%
2022 4.0% 5.0% 6.0% 7.0%
2023 4.5% 5.5% 6.5% 7.5%
2024 5.0% 6.0% 7.0% 8.0%
2025 5.5% 6.5% 7.5% 8.5%
2026 6.0% 7.0% 8.0% 9.0%
2027 6.5% 7.5% 8.5% 9.5%
For example, if the 10%-20% Hiring Milestone is reached for the Milestone
Period applicable to the Tax Year 2020, the percentage point reduction
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of 3% for the Tax Year 2020 reduces the 82% Discounted Rate for the Tax
Year 2020 to 79% (i.e. , 82% minus 3% = 79%) .
LBE Milestones
(e) Prior to the first day of each Report Period, the City
shall cause the PABE Facilitator to provide the Property Owner
with a list of certain LBE' s for such Report Period selected and
compiled by the PABE Facilitator in accordance with the next
sentence (such LBE' s for any such Report Period being referred to
herein as the "Designated LBE' s") . In preparing the list of the
Designated LBE' s for any Report Period, the City shall cause the
PABE Facilitator:
(i) to categorize the LBE' s on such list as either
commercial, industrial, or both commercial and
industrial; •
(ii) in the case of LBE' s categorized as commercial,
to only include LBE' s that specialize in retail
trade, service, professional, office or similar
goods and/or services that can be utilized by the
Property Owner at the Facility; and
(iii) in the case of LBE' s categorized as industrial, to
only include LBE' s whose primary business activity
is classified under the North American Industry
Classification System (NAICS) to an industry that
provides goods and/or services that can be
utilized by the Property Owner at the Facility.
(f) For purposes of this Agreement, the term "Report Period
LBE Percentage" means, for any Report Period during the term of
this Agreement, a percentage equal to the quotient determined by
dividing (X) by (Y) where :
(X) = an amount equal to the total number of Designated
LBE' s for such Report Period that:
(I) were on the approved vendor list of the
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Property Owner at any time during such
Report Period, and/or
(ii) were invited by the Property Owner during
such Report Period to bid on contracts for
goods and/or services; and
(Y) = an amount equal to the total number of Designated
LBE' s on the list of Designated LBE' s provided by
the PABE Facilitator to the Property Owner for such
Report Period under Section 7 (e) .
(g) For purposes of this Agreement, the term "Milestone LBE
Percentage" means for the Milestone Period applicable to each of
the Tax Years 2018, 2019, 2020, 2021, 2023, 2024, 2025, 2026, and
2027, the sum of the Report Period LBE Percentages for the Report
Periods included in such Milestone Period divided by two (2) .
(h) Upon verification and approval by the governing body of
the City that one of the LBE Milestones (as hereinafter defined)
was reached for the Milestone Period applicable to a Tax Year, the
Discounted Rate for such Tax Year shall be reduced by the
percentage points determined based upon the following table:
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Tax Milestone LBE Percentage for the Milestone Period applicable to such
Year Tax Year (the "LBE Milestones")
10%-20% 21%-35% 36%-49% 50% or greater
2018 0.40% 0.60% 0.80% 1.00%
2019 0.50% 0.70% 0.90% 1.10%
2020 0.60% 0.80% 1.00% 1.20%
2021 0.70% 0.90% 1.10% 1.30%
2022 0.80% 1.00% 1.20% 1.40%
2023 0.90% 1.10% 1.30% 1.50%
2024 1.00% 1.20% 1.40% 1.60%
2025 1.10% 1.30% 1.50% 1.70%
2026 1.20% 1.40% 1.60% 1.80%
2027 1.30% 1.50% 1.70% 1.90%
For example, if the 10%-20% LBE Milestone is reached for the Milestone
Period applicable to the Tax Year 2020, the percentage point reduction
of 0.60% for the Tax Year 2020 reduces the 82% Discounted Rate for the
Tax Year 2020 to 81.4% (i.e. , 82% minus 0.60% = 81.4%) .
LBE Spend Milestones
(i) For purposes of this Agreement, the term "Initial LBE
Spend Baseline" means an amount equal to (i) the average annual
dollar amount of contracts awarded by the Property Owner to
Designated LBE' s for goods and/or services during the seven (7)
semi-annual Reporting Periods included in the Tax Years 2014, 2015,
and 2016 and the semi-annual period January 1, 2017, through June
30, 2017 (collectively, the "Baseline Period") , as reported under
the terms of the Prior Industrial District Agreement by the
Property Owner to the City on the Reports for the Reporting Periods
included in the Baseline Period (or, if no Report was filed by the
Property Owner for one or more of such Reporting Periods, as
reasonably determined by the Property Owner for such any such
Reporting Period) , excluding the dollar amounts for such contracts
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awarded during both the semi-annual Reporting Period with the
highest, and the semi-annual Reperting Period with the lowest,
total dollar amounts for such contracts, divided by (ii) 2 . 5 . The
Property Owner, after due inquiry and investigation, hereby
represents, certifies and verifies that the Initial LBE Spend
Baseline is $2 ,258,546. 80, and that the dollar amount of contracts
awarded by the Property Owner to Designated LBE' s for goods and/or
services, as reported under the terms of the Prior Industrial
District Agreement by the Property Owner to the City on each of
the Reports for the Reporting Periods included in the Baseline
Period (or, if no Report was filed by the Property Owner for one
or more of such Reporting Periods, as reasonably determined by the
Property Owner for such any such Reporting Period) , are correct in
all material respects .
(j ) For purposes of this Agreement, the term "LBE Spend
Baseline" means :
(i) for the Tax Year 2018, an amount equal to the
Initial LBE Spend Baseline;
(ii) for each of the Tax Years 2019, 2020, 2021, 2023,
2024, 2025, 2026, and 2027, an amount equal to the
LBE Spend Baseline for the immediately preceding
Tax Year adjusted (upwards or downwards, as the
case may be) by an amount equal to (A) the
percentage increase or decrease in the PPI Index
computed by dividing the change in the PPI Index
for January of such Tax Year compared to that for
January of the immediately preceding Tax Year by
the PPI Index as of January of the immediately
preceding Tax Year, plus (B) one percent (1%) .
For purposes of this Agreement, the term "PPI Index" means
the "Producer Price Index for Final Demand" ( final data version,
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not seasonally adjusted) as published by the United States
Department of Labor, Bureau of Labor Statistics ; provided that if
the PPI Index is changed so that the base year of the PPI Index
changes, the PPI Index shall be converted in accordance with the
conversion factor published by the United States Department of
Labor, Bureau of Labor Statistics; provided further that if the
PPI Index is discontinued or revised, such other index or
computation with which it is replaced shall be used in order to
obtain substantially the same result as would be obtained if the
PPI Index had not been discontinued or revised.
For illustration purposes only, assume the following:
• The Initial LBE Spend Baseline (and, therefore, the
LBE Spend Baseline for the Tax Year 2018) is
$1, 000, 000 . 00 .
• The PPI Index for January 2018 is 109 . 7 .
• The PPI Index for January 2019 is 109 . 5 .
• The ?PI Index for January 2020 is 111 . 5 .
Based on the above assumptions :
(i) For the Tax Year 2018, the LBE Spend Baseline is
$1, 000, 000 . 00 .
(ii) For the Tax Year 2019:
• the percentage decrease in the PPI Index from
January 2018 to January 2019 is : —. 1824%
[ (109. 5 — 109 . 7 = ( . 20) _ 109. 7 = ( . 001824) ] ;
and
• the LBE Spend Baseline is adjusted upward to
$1, 008, 176 . 00 for the Tax Year 2019 calculated
as follows :
—. 1824% + 1 . 0% = . 8176% x $1, 000, 000 =
$8, 176. 00 + $1, 000, 000 . 00 = $1, 008, 176 . 00 .
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(iii) For the Tax Year 2020 :
• the percentage increase in the PPI Index from
January 2019 to January 2020 is: 1 . 8265%
[ (111 . 5 — 109.5 = 2 . 0 - 109. 5 = ( . 018265) ] ; and
• the LBE Spend Baseline is adjusted upward to
$1, 036, 672 . 00 for the Tax Year 2020 calculated
as follows :
1. 8265% + 1 . 0% = 2 . 8265% x $1, 008, 176. 00 =
$28, 496 . 00 + $1, 008, 176. 00 = $1, 036, 672 . 00 .
(k) For purposes of this Agreement, the term "Report Period
LBE Spend Percentage" means, for any Report Period during the term
of this Agreement, a percentage equal to the quotient determined
by dividing (X) by (Y) where :
(X) = the dollar amount of contracts awarded during such
Report Period by the Property Owner or its
affiliates to Designated LBE' s for goods and/or
services; and
(Y) = the LBE Spend Baseline for the Tax Year with
respect to which such Report Period is included in
the Milestone Period for such Tax Year.
(1) For purposes of this Agreement, the term "Milestone LBE
Spend Percentage" means for the Milestone Period applicable to
each of the Tax Years 2018, 2019, 2020, 2021, 2023, 2024, 2025,
2026, and 2027, the sum of the Report Period LBE Spend Percentages
for the Report Periods included in such Milestone Period.
(m) Upon verification and approval by the governing body of
the City that one of the LBE Spend Milestones (as hereinafter
defined) was reached for the Milestone Period applicable to a Tax
Year, the Discounted Rate for such Tax Year shall be reduced by
the percentage points determined based upon the following table:
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Tax Milestone LBE Spend Percentage for the Milestone Period applicable to
Year such Tax Year (the "LBE Spend Milestones")
110%-120% 121%-135% 136%-149% 150% or greater
2018 1.60% 2.40% 3.20% 4.00%
2019 2.00% 2.80% 3.60% 4.40%
2020 2.40% 3.20% 4.00% 4.80%
2021 2.80% 3.60% 4.40% 5.20%
2022 3.20% 4.00% 4.80% 5.60%
2023 3.60% 4.40% 5.20% 6.00%
2024 4.00% 4.80% 5.60% 6.40%
2025 4.40% 5.20% 6.00% 6.80%
2026 4.80% 5.60% 6.40% 7.20%
2027 5.20% 6.00% 6.80% 7.60%
For example, if the 110%-120% LBE Spend Milestone is reached for the
Milestone Period applicable to the Tax Year 2020, the percentage point
reduction of 2.40% for the Tax Year 2020 reduces the 82% Discounted Rate
for the Tax Year 2020 to 79. 6% (i.e. , 82% minus 2.40% = 79. 6%) .
(n) For illustration purposes only, assume the following:
• The Initial LBE Spend Baseline (and, therefore, the
LBE Spend Baseline for the Tax Year 2018) is
$1, 000, 000 . 00.
• the LBE Spend Baseline for the Tax Year 2019 is
$1, 008, 176. 00 (see the calculation above in Section
7 (j ) ) .
• the LBE Spend Baseline for the Tax Year 2020 is
$1, 036, 672 . 00 (see the calculation above in Section
7 (j ) ) .
• The dollar amount of contracts awarded during the
Report Period July 1, 2019 through December 31, 2019,
by the Property Owner or its affiliates to Designated
LBE' s for goods and/or services is $900, 000 . 00.
• The dollar amount of contracts awarded during the
Report Period January 1, 2020 through June 30, 2020,
by the Property Owner or its affiliates to Designated
LBE' s for goods and/or services is $400, 000 .00.
For the Tax Year 2020, the Report Period LBE Spend Percentage for
each of the above Report Periods, and the Milestone LBE Spend
Percentage for the Milestone Period applicable to the Tax Year
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2020, are calculated as follows :
• Report Period LBE Spend Percentage for the Report
Period July 1, 2019 through December 31, 2019 :
$900, 000 . 00/$1, 036, 672 . 00 = 86. 8163%
• Report Period LBE Spend Percentage for the Report
Period January 1, 2020 through June 30, 2020 :
$400, 000 . 00/$1, 036, 672 . 00 = 38 . 5851%
• Milestone LBE Spend Percentage for the Milestone
Period applicable to the Tax Year 2020 :
86. 8163% + 38 . 5851% = 125 . 4014%
Accordingly, the 121%-135% LBE Spend Milestone is reached for the
Milestone Period applicable to the Tax Year 2020, and the
applicable percentage point reduction of 3 .20% for the Tax Year
2020 reduces the 82% Discounted Rate for the Tax Year 2020 .
Notifications
(o) For each Tax Year during the term of this Agreement, the
City will verify the Report or Reports (as applicable) submitted
by the Property Owner for the _Report Period or Report Periods (as
applicable) included in the Milestone Period applicable to such
Tax Year. I` for any such Tax Year the City determines that such
Report or Reports fail to substantially comply with the reporting
obligations under Section 6, then the City shall provide the
Property Owner with a written notice of the facts which the City
believes have caused such Report or Reports to fail to
substantially comply with such reporting obligations, and the
Property Owner shall have thirty (30) days to cure such failure .
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If the City does not provide any such written notice with respect
to the Report or the Reports for the Report Period or Report
Periods included in a Milestone Period within ninety (90) days
after the last day of such Milestone Period, then for purposes of
this Agreement (including Section 30) , such Report or Reports shall
be deemed to be in substantial compliance with the reporting
obligations under Section 6 .
On or before October 1 of each such Tax Year, the City shall
notify the Property Owner whether it met any of the Hiring
Milestones, LBE Milestones and LBE Spend Milestones . The
information compiled by the City in connection with any such
verification shall be made available to the Property Owner upon
request .
Section 8 . Back-up Fire and Police Assistance
If requested orally or in writing by the Property Owner, the
City' s Fire Department may provide back-up Fire Suppression
Support as determined by the City' s Fire Chief, and the City' s
Police Department may assist in providing an evacuation route and
traffic control, in the case of a fire or a chemical release at
the Property Owner' s facilities located in the Affected Area, at
no cost or expense to the Property Owner. Nevertheless, the
Property Owner agrees to abide by and shall take such precautions
as to prevent (1) fires, explosions and chemical releases and (2)
the imprudent discharge of storm water that contributes to flooding
on adjacent property. The Property Owner shall have in place an
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evacuation plan for the Property Owner' s facilities located in the
Affected Area that is consistent with industry standards and/or is
required by applicable federal and state laws, and the health and
safety laws of the City of which the Companies have been notified
by the City. The Property Owner shall employ or provide sufficient
primary fire suppression response, as well as control and abate
chemical releases . The Property Owner shall provide the City' s
Fire Chief and Police Chief with Emergency Response Plans for any
plants, refineries, chemical operations or other hazardous
operations that take place in the Affected Area . If there is a
fire and the City is requested to provide initial and primary (as
opposed to back-up) fire suppression services or if a cleanup is
required of the City, the Property Owner agrees to pay to the City
the costs and expenses incurred by the City and any of its
departments or of any of its affiliated providers, i . e. , ambulance
companies that are called to the scene .
The Property Owner shall immediately notify the central
dispatch office which serves the City' s Fire Chief, Police Chief,
and the City' s Emergency Management Coordinator of all incidents
involving fires, serious injuries, deaths, chemical releases and
flooding that create a health and safety hazard to the community
or that exceed permissible exposure limits under applicable state
or federal laws .
Section 9 . Annexation for Health, Safety and Welfare Reasons
It is specifically stipulated that nothing in this Agreement
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will in any manner limit or restrict the authority of the City to
annex all or part of said lands and facilities during the period
of this Agreement if the City should determine that such annexation
is reasonably necessary to promote and protect the general health,
safety, and welfare of the persons residing within or adjacent to
the City, provided however, that the City agrees that any
annexation of the land in the Affected Area will not be made for
revenue purposes only.
Section 10 . Annexation Due to Legislative Action
Notwithstanding any other provision in this Agreement, the
parties agree and consent that the City may annex the Affected
Area if a bill is enacted by the Texas Legislature which limits or
restricts the authority of the City to annex all or part of the
land and improvements in the Affected Area. In the event of
annexation under this Section 10 or Section 9, (i) the Property
Owner will not be required to make further payments under this
Agreement for any Tax Year commencing after annexation with respect
to the property so annexed, but shall nevertheless be obligated to
make full payments for the Tax Year during which such annexation
becomes effective if the annexation becomes effective after
January 1st of such Tax Year, and (ii) the Property Owner shall not
be required to pay ad valorem taxes to the City for the same period
of time they have already paid an In Lieu of Payment with respect
to the Affected Area. If for any reason the City is prevented
from annexing the Affected Area and if the parties cannot reach an
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agreement on a new payment schedule or on a new "in lieu of tax"
agreement, then unless the City has extended this Agreement under
the circumstances described in the last sentence of this Section
10, the Property Owner agrees that it will continue to pay to the
City the In Lieu of Payments delineated in this Agreement until
December 30, 2C27, and will, for each Tax Year thereafter, continue
to annually pay the City an "in lieu of tax" payment equal to
eighty-nine percent (89%) of the Taxable Value of the Property
Owner' s real and tangible personal Property located in the Affected
Area as determined by JCAD for such Tax Year multiplied by the
City' s property tax rate for such Tax Year for so long as the
Property Owner or its assignees and successors or affiliates own
such property. Payments will be due on October 15th of each year.
In the event the City is prevented from annexing the Affected Area
in the legislative circumstances described in the first sentence
of this Section 10, then pursuant to Sections 42 . 044 and 212 . 172
Local Government Code, the Property Owner agrees and consents that
the City has the option, in the City' s sole discretion, to extend
this Agreement and that the Property Owner will continue to
annually pay the City "in lieu of tax" payments at the eighty-nine
(89%) rate, as denoted above, for successive periods, for a total
duration not to exceed 45 years, or the maximum period allowed by
law, whichever is longer.
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Section 11. Electrical Usage
The Property Owner will provide the City with information as
to the Property Owner' s electrical consumption at the Affected
Area from Entergy or from any other electric utilities,
transmission and distribution utility, municipally owned utility,
electric cooperative, or from any other source, as well as all
metering locations that service the Affected Area.
The information provided by the Property Owner to the City
regarding such electrical consumption and metering locations shall
be held confidential by the City to the fullest extent permitted
under applicable law. If the City receives a request for such
information, the City will notify the Property Owner and the
Property Owner will be afforded an opportunity to file a brief
with the Texas Attorney General setting forth the reasons for
exclusion of all or any portion of such information from the
requirement to be released pursuant to the Texas Public Information
Act .
Section 12 . Right to Annexation at the Expiration of this
Agreement
The parties agree that the City has the sole discretion, after
October 1, 2027 , to annex the property in the Affected Area or to
enter into negotiations with the Property Owner regarding an
industrial district agreement covering periods after the
expiration of this Agreement .
If for any reason any portion of the Affected Area is annexed
prior to December 30, 2027, and as an economic incentive program
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as allowed under Chapter 380 of the Texas Local Government Code,
the City will promptly remit to the Property Owner the portion of
the property taxes paid to the City with respect to such annexed
property that are in in excess of the In Lieu of Payment that would
have been paid to the City with respect to such annexed property
if such annexation had not occurred. This partial remission of
taxes (Chapter 380 Economic Incentive Program) will only be
applicable until December 30, 2027 .
Section 13 . Right to Annexation pursuant to Chapter 43 of the
Texas Local Government Code
The present owners and lessees cf the land, improvements,
units, equipment, inventory, and all other property located in the
Affected Area and pertaining to the Facility are described in
Exhibit "C", except for any owner or lessee of such property the
aggregate Taxable Value of which is not reasonably expected as of
the date of this Agreement to exceed $300, 000 . 00 (the "Excluded
Persons") . The City reserves the right to annex any tract or
parcel with the minimum required adjacent area, as per Chapter 43
of the Texas Local Government Code, if any of such owners or
lessees other than the Excluded Persons do not pay an In Lieu of
Payment for its interest in such land, improvements, units,
equipment, inventory, and all other property located in the
Affected Area and pertaining to the Facility. Nothing contained
herein shall be construed to prohibit or prevent the Property Owner
from paying the other owners' or lessees' In Lieu of Payment
required by this Agreement to prevent annexation by the City. If
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the City annexes a tract or tracts, such annexed tract or tracts
shall be deleted from the description of the Affected Area set
forth on Exhibit "A" for all purposes of. this Agreement, and the
total In Lieu of Payment will be reduced accordingly to accurately
reflect such annexation.
Section 14 . Assignment
If the Property Owner desires to assign all or a portion of
this Agreement to any person, the Property Owner shall provide
written notice of such assignment to the City and shall receive
the written consent of the City Council, by a duly adopted
Resolution, which will not be unreasonably withheld, delayed or
conditioned. The Property Owner shall provide a description of
the assignee and such other information as is reasonably requested
by the City to indicate that the assignee will operate the Facility
as a reasonably prudent operator, act as a good corporate citizen,
and will fully abide by the terms of this Agreement . If the
assignment is approved by the City Council, the Property Owner
shall be relieved of its obligations under this Agreement to the
extent that an assignee expressly assumes the Property Owner' s
obligations hereunder . Subject to the preceding, this Agreement
shall inure to the benefit of and be binding upon the parties
hereto and its respective successors and assigns .
Section 15 . Other Relief Granted
It is agreed by the parties to this Agreement that the
Property Owner and the City have the right to seek equitable
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relief, including specific performance of this Agreement .
Section 16. Inspections
The Property Owner shall allow a reasonable number of
authorized employees and/or representatives of the City who have
been designated and approved by the governing body of the City to
have access to the Affected Area during the term of this Agreement
to inspect the property and any improvements thereon to determine
compliance with the terms and conditions of this Agreement. All
such inspections will be made at mutually agreeable times and will
only be conducted in such manner as complies with the Property
Owner' s safety and security standards and rules . All such
inspections will be made with one or more representatives of the
Property Owner. The Property Owner may require any person
conducting such an inspection to execute a confidentiality
agreement before entering the Affected Area .
The information provided by the Property Owner to the City or
otherwise obtained by the City in connection with any such
inspection shall be held confidential by the City to the fullest
extent permitted under applicable law. If the City receives a
request for such information, the City will notify the Property
Owner and the Property Owner will be afforded an opportunity to
file a brief with the Texas Attorney General setting forth the
reasons for exclusion of all or any portion of such information
from the requirement to be released pursuant to the Texas Public
Information Act .
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Section 17 . Port Arthur Industrial Group
The Property Owner agrees that it will participate in the
Port Arthur Industrial Group during the term of this Agreement and
for so long as the Port Arthur Industrial Group is a viable
organization in order to assist in the establishment of
apprenticeship, internship, mentoring and/or educational programs
and projects for the training of Port Arthur residents for
permanent jobs in the Port Arthur area. The Property Owner further
agrees to request and encourage its Nested Contractors to establish
and fund their own apprenticeship, internship, mentorship and/or
education programs and projects for the training of Port Arthur
residents for permanent jobs in the Port Arthur area.
Section 18 . Inspection of Records
The City reserves the right to review the Property Owner' s
records to ascertain the accuracy of reports filed by the Property
Owner in accordance with this Agreement.
In the event the City reasonably believes that any Report
submitted by the Property Owner pursuant to Section 6 is in error,
the parties hereto agree that their representatives will meet at
a mutually convenient time and place to address the City' s concerns
with respect to such Report . If the matter is not resolved as a
result of such meeting, the parties hereto further agree that the
following third party verification process will take place with
respect to such Report: A qualified third party accounting firm
(the "Accounting Firm") will be mutually selected by the parties
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to review the data underlying such Report and work with the
Property Owner to confirm the accuracy of such Report . After
completing such review, the Accounting Firm will provide a letter
to both parties regarding the accuracy of such Report and, if the
Accounting Firm determines that any of the information reflected
in such Report is inaccurate, identifying the inaccurate
information and providing the correct information. If (i) it is
determined by the Accounting Firm (or by mutual agreement of the
City and the Property Owner) that any of the information reflected
in such Report is inaccurate, and (ii) the use of the correct
information with respect to such Report in the recalculation of
the Property Owner' s In Lieu of Payment liability hereunder results
in an In Lieu of Payment for any Tax Year that is greater or lesser
than the In Lieu of Payment previously paid by the Property Owner
for such Tax Year, then the following provisions shall apply, as
applicable :
• If the In Lieu of Payment so recalculated for such Tax
Year exceeds the In Lieu of Payment previously paid by
the Property Owner for such Tax Year, then the City shall
submit to the Property Owner a statement setting forth
the calculation cf such excess, and the Property Owner
shall pay the amount of such excess, without interest or
penalty, to the City within thirty (30) days after the
Property Owner' s receipt of such statement. The
Property Owner' s failure to pay such excess to the City
within such thirty (30) day period may result in a breach
of this Agreement
• If the In Lieu of Payment so recalculated for such Tax
Year is less than the In Lieu of Payment previously paid
by the Property Owner for such Tax Year, then the City
shall credit the difference dollar-for-dollar toward
future In Lieu of Payments in the same manner as provided
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in the last sentence of Section 20 .
The Property Owner shall pay the fees and expenses of the
Accounting Firm in connection with any such review; provided,
however, that notwithstanding the foregoing, for no Tax Year during
the term of this Agreement shall the Property Owner be responsible
for the payment of an aggregate amount of fees and expenses of any
and all such Accounting Firms which exceeds Two Thousand Five
Hundred Dollars ($2, 500 .00) .
Section 19 . Undocumented Workers
The Property Owner certifies that it has not, and will not,
knowingly employ an "undocumented worker, " which means an
individual who, at the time of employment, is not (i) lawfully
admitted for permanent residence to the United States, (ii) a
temporary resident lawfully permitted to be employed in the United
States or (iii) or authorized under law to be employed in that
manner in the United States . The Property Owner acknowledges that
it has reviewed Chapter 2264, Texas Government Code, and hereby
affirmatively agrees to repay the amount of any incentive with
interest at the rate of ten percent (10%) per annum, not later
than the 120th day after the date the City notifies the Property
Owner of a violation. The Property Owner acknowledges the City
may bring a civil action as to recover any amounts owed under this
Chapter, and further acknowledges that the City may recover court
costs and reasonable attorney' s fees incurred in bringing an action
under Section 2264 . 101, Texas Government Code . The Property Owner
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will also promptly report to the City any "undocumented worker"
that is improperly retained by its contractors or subcontractors
at the Facility.
Section 20 . Property Tax Information, Credits and Refunds
With respect to the land, improvements, units, equipment and
all other property located in the Affected Area for each of the
Tax Years 2018 through 2027, the Property Owner will, to the extent
such property has not been annexed by the City, provide to the
Director of Finance of the City, at the address specified in
Section 28, no later than September 15th of such Tax Year, a copy
of the non-privileged/non-confidential rendition which the
Property Owner filed with the Jefferson County Appraisal District.
The Property Owner shall also provide the following to the Director
of Finance of the City at such address with respect to such Tax
Years :
• each notice of appraised value received by the
Property Owner from the Jefferson County Appraisal
District with respect to such property;
• any notice of protest filed by the Property Owner
with the Jefferson County Appraisal Review Board
("ARB") with respect to such property within thirty
(30) days after such filing;
• any informal settlement or final ARB order
determining protest with respect to such property;
• any pleadings filed by the Property Owner as a
petition for review of an order determining protest
of the ARB with respect to such property; and
• any settlement, final judgment or other final
disposition on appeal or otherwise of any such
lawsuit.
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Pending final determination of any tax protest filed by the
Property Owner with the ARB, or appeal thereof, with respect to
any Tax Year during the term of this Agreement, the Property Owner
shall pay to the City, on or before October 15th of such Tax Year,
an amount equal to the In Lieu of Payment paid to the City for the
immediately preceding Tax Year. Upon the final determination of
such protest or appeal thereof, the Property Owner' s In Lieu of
Payment liability hereunder for such Tax Year shall be calculated
based on the Taxable Value for such Tax Year that reflects such
final determination. If the In Lieu of Payment so calculated for
such Tax Year exceeds the In Lieu of Payment previously paid by
the Property Owner for such Tax Year, then the City shall submit
to the Property Owner a statement setting forth the calculation of
such excess, and the Property Owner shall pay the amount of such
excess, without interest or penalty, to the City within thirty
(30) days after the Property Owner' s receipt of such statement . If
the In Lieu of Payment so calculated for such Tax Year is less
than the In Lieu of Payment previously paid by the Property Owner
for such Tax Year, then the City shall credit dollar-for-dollar
toward future In Lieu of Payments the difference between the amount
actually paid hereunder and the amount for which the Property Owner
is determined to be liable, without interest, it being understood
and agreed that to the extent there are insufficient future In
Lieu of Payments under this Agreement against which to credit such
difference, the remaining balance of such difference shall be
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carried forward and credited dollar-for-dollar against any in lieu
of tax payments and other amounts due to the City under any
industrial district agreement between the Property Owner and the
City covering a period or periods after the expiration of this
Agreement until utilized in full .
Section 21 . Notice of Default
Notwithstanding anything to the contrary contained in this
Agreement, in the event of any breach by the Property Owner of any
of the terms or conditions of this Agreement, the City shall give
the Property Owner not less than five (5) business days' written
notice, specifying the nature of the alleged default, and manner
in which the alleged default may be satisfactorily cured.
Thereafter, the Property Owner will be afforded a reasonable time
(but in no event less than 60 days) within which to cure the
alleged default . Nevertheless, time is of the essence with respect
to payment of the In Lieu of Payment for each Tax Year on or before
the later of (i) October 15th of such Tax Year, and (ii) thirty
(30) calendar days after the City delivers to Property Owner the
statement described in Section 3 (c) with respect to such Tax Year .
If the Property Owner does not pay the In Lieu of Payment for
any Tax Year on or before the due date specified herein, the City
can immediately commence annexation proceedings and sue for all
damages provided for herein. In the case of litigation for breach
of this Agreement and to encourage timely payments, the City can
seek 100% of all monies that the City would have received from the
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Property Owner if the Affected Area had been within the corporate
limits of the City, which includes 100% of all taxes, building
permit fees, sales or use taxes, and all franchise fees on cable
and electrical usage, interest and penalty thereon, attorney' s
fees, and court costs .
Section 22 . Entire Agreement
This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes
any and all prior understandings or oral or written agreements
between the parties respecting such subject matter, except as
otherwise provided in the instruments referenced herein. This
Agreement may be amended only by written instrument signed by all
of the parties hereto.
Section 23. Severability
If any term or provision in this Agreement, or the application
thereof to any person or circumstance, shall to any extent be held
to be invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall not affect
any other provision of this Agreement or the application thereof,
which can be given effect without the invalid or unenforceable
provision or application, and the parties agree that the provisions
of this Agreement are and shall be severable; provided however,
that for the avoidance of doubt, payment of the In Lieu of
Payments, the provisions of Section 1 (a) of this Agreement, and
the confidentiality provisions of this Agreement are essential
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parts of this Agreement .
Section 24 . Remedies Cumulative
Except as otherwise expressly provided herein, all rights,
privileges, and remedies afforded the parties by this Agreement
shall be deemed cumulative and not exclusive, and the exercise of
any or more of such remedies shall not be deemed to be a waiver of
any other right, remedy, or Privilege provided for herein or
available at law or in equity.
Section 25 . Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas . This Agreement is
to be performed in Jefferson County, Texas .
Section 26 . Counterparts
This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which taken together, shall
constitute but one and the same instrument .
Section 27 . Authority
By acceptance of this Agreement and/or benefits conferred
hereunder, the Property Owner represents and warrants that its
undersigned agent has complete and unrestricted authority to enter
into this Agreement and to obligate and bind the Property Owner to
all of the terms, covenants and conditions contained herein.
Section 28 . Notice
Any notice provided in connection with this Agreement shall
be given in writing to the parties hereto by certified mail, return
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receipt requested, addressed as follows :
TO CITY: TO PROPERTY OWNER:
City Manager Plant Manager
City of Port Arthur OXBOW CALCINING LLC
444 4th St. 3901 Coke Dock Road
Port Arthur, TX 77640 Port Arthur, Texas 77641
Telephone: 409-983-8458
WITH A COPY TO: WITH A COPY TO:
City Attorney Oxbow Calcining LLC
CITY OF PORT ARTHUR 1601 Forum Place, Suite 1400
444 4th St . West Palm Beach, FL 33401
Port Arthur, TX 77640 Attn: Legal Department
(409) 983-8126 Telephone: 561-697-4300
(4C9) 983-8124 Facsimile : 561-640-8812
Section 29. Cancellation
If the Property Owner permanently ceases operation of the
Facility during the term of this Agreement, then the Property Owner
shall have the right, at is sole option, to cancel this Agreement
with ninety ( 90) days written notice in which case the Property
Owner shall be relieved of all its obligations under this
Agreement, except as to payment of the In Lieu of Payment for the
year of such cancellation.
Section 30 . Term
This Agreement is effective the 1st day of January, 2018, and
shall expire on the 30th day of December, 2027 .
In_ addition to the foregoing, this Agreement may be extended
by the City as delineated in Section 10 .
Section 31 . Favored Nations
If after the date this Agreement is signed by the Property
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Owner and while this Agreement is in effect, the City enters into
a new agreement with any other person with respect to an existing
facility on land in an industrial district, and such new agreement
contains terms and provisions more favorable to such person than
those in this Agreement, then the Property Owner shall have the
right to amend this Agreement, and the City agrees to amend this
Agreement, to embrace such more favorable terms of such agreement .
This provision does not apply to agreements related to expansions
or new projects or to any automatic renewal or extension of an
existing agreement on substantially the same terms and conditions .
[SIGNATURE PAGES FOLLOW]
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s.ida Oxbow(2018-2027)
SIGNED AND AGREED to on the 31st day of January, 2018 .
OXBOW CALC NG LLC
BY:
LACI&Al
NAME : Roy S sch
TITLE: Executive Vice Pres . , Operations
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF MONTGOMERY §
BEFORE ME, the undersigned Notary Public, on this day
personally appeared y Sc f-OR$CH , known
to me to be the person whose name is ascribed to the foregoing
instrument, and acknowledged to me that he executed the same as
the act and deed of Oxbow Calcining LLC for the purposes and
considerations therein expressed, and the capacities therein
stated.
11
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE 1p day of
f5:447 i , A. D., 2018 .
i00 ,
NOTARY PUBLIC, STATE OF TEXAS
LINDA L HAWTHORNE
Notary Public, State of Texas
i;,'�o'.-'•f}t Comm. Expires 02-11-2019
Notary ID 836908.0
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SIGNED AND AGREED to on the day of , 2018 .
CITY OF PORT ARTHUR, TEXAS
BY:
Harvey Robinson
Interim City Manager
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned Notary Public, on this day
personally appeared Harvey Robinson, Interim City Manager of the
City of Port Arthur, known to me to be the person whose name is
ascribed to the foregoing instrument, and acknowledged to me that
he executed the same as the act and deed of the City of Port
Arthur, for the purposes and considerations therein expressed, and
the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of
, A. D. , 2018 .
NOTARY PUBLIC, STATE OF TEXAS
Approved as to form and substance:
Valecia R. Tizeno, City Attorney
RETURN TO:
Val Tizeno, City Attorney
City of Port Arthur
P. O. Box 1089
Port Arthur, TX 77640-1089
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Exhibit "A"
Legal Description and Map Depiction of the Affected Area
(Attached as the next pages of this Exhibit "A")
A-1
t ,
Part One
Legal Description; 104.22 Acre Trct or Parcel of Land
B.C.Arthur Survey,Abstract No.61 John Bennet Survey,Abstract No.70
W.H.Thaxton Survey,Abstract No,
831 Jefferson County,Texas
BEING a 104.22 acre tract or parcel of land situated in the 13.C.Arthur Survey,Abstract No.61,Jefferson County,
Texas,the John Bennet Survey, Abstract No.70,Jefferson County,Texas and the W. H.Thaxton Survey,Abstract
No. 831, Jefferson County. Texas and also being out of and part of that certain called 259.02 acre tract of land,
identified as Parcel "C",as described in a "Special Warranty Deed" from J. S. Hollyfield,Trustee to Rice Carden
Corporation as recorded in Volume 1729,Page 345, Deed Records,Jefferson County,Texas and also being out of
and part of that certain called 214.041 acre tract of land as described in a "Special Warranty Deed" from Pioneer
Western Corporation to Western Reserve Life Assurance Co.of Ohio as recorded in Volume 2312,Page 253,Deed
Records,Jefferson County, Texts and also being all of that certain called 104.36 acre tract of land, identified as
Tract 1,as described in a"Memorandum of Lease"between Western Reserve Life Assurance Co.of Ohio,successor
to Mice Carden Corporation,as Lessor,and Great Lakes Carbon Corporation, as Lessee,as recorded in Film Code
No. 100-934545,Official Public Records of Real Property, Jefferson County,Texas,said 104.22 acre tract being
more particularly described as follows:
NOTE. Al!bearings are based on the Northwesterly right-of-way line of a 50 foot road easement
as described in Film Code No. 101 48 0758. Official Public Records of Real Property.Jefferson
County, Texas as SOUTH 30°37'50" WEST as shown an/n•eviou5 yorvey prepared by Hurk W.
Whiteley.RPGSNo.3636,dated Febraaty 28, 1985.
BEGINNING at a 5/8"iron rod found for the most Northerly corner of the tract herein described, said comer also
being the intersection of the Southeasterly right-of-way line of Kansas City Southern Railway Company right-of-
way(based on a width of 120 feet)and the Northwesterly right-of-way lion of a 50 foot rood easement as described
in an "Easement" from Kansas City Southern Railway Company to Rice Carden Corporation as recorded in Film
Code No. 1 0 1 480758,Official Public Records of Real Property,Jefferson County,Texas;
THENCE SOUTH 30°37'50" WEST,along and with the Northwesterly right-of-way line of the said 50 foot road
easement, for a distance of 811.71 feet to a 1/2" iron rod found for corner, said corner being an angle point in the
said 50 foot road casement;
THENCE SOUTH 31"16'34" WEST, continuing along and with the Northwesterly right-of-way line of the said 50
foot road easement, for a distance of [346.79 feet to a 5i8" iron rod found for corner,said corner being the most
Easterly corner of the occupied lease area of Chevron Chemical Company (formerly the Warren Petroleum
Company lease area);
THENCE 1.00 feet outside and parallel to a chain link fence which uncloses the occupied lease area of Chevron
Chemical Company(formerly the Warren Petroleum Company lease area)for the following calls:
NORTH 53°01'21"WEST,for a distance of 450.97 feet to a 5/8"iron rod found for corner;
SOUTH 31035'16" WEST,for a distance of 107.86 feet to a 5/81'iron rod found for corner;
NORTH 53°14'12"WEST,for a distance of 358.47 feet to a 5/8"iron rod set for corner;
SOUTH 31°39'19"WEST,for a distance of 409.60 feet to a 5/8"iron rod set for corner;
SOUTH 5318'52"EAST,For a distance of 360.10 feet to a 3/4"iron rod,found for corner,
SOUTH 31°24'06"WEST,for a distance of 354.87 feet to a 5/8"iron rod found for corner;
SOUTH 53°01'13" EAST, for a distance of 453.19 feet to a. 5/8" iron rod found for corner, said corner
being in the Northwesterly right-of-way line of the said 50 foot road casement;
ItxaCUTCON COPY MEMORANe UM OR SIJat.EA%F;
fxrnnrr Ti-PAOC I
THENCE SOUTH 3101728" WEST, along and with the Northwesterly right-of-way line of the said 50 foot road
easement,for a distance of 927.79 feet to a 5/8" iron rod in asphalt found for corner;
THENCE SOUTH 58°40'45"EAST, along and with the Southwesterly iight-of-way line of the said 50 foot road
easement,for a distance of 24.98 feet to a 5/8"iron rod set for corner,said corner being that certain called Point"E"
as described in the above referenced Film Code No. 101-48-0758, Official Public Records of Real Property,
Jefferson County,Texas and also being an exterior ell corner of that certain called 11.46 acre tract of land,identified
as Tract 1 I, as described in a "Memorandum of Lease" between Western Reserve Life Assurance Co. of Ohio,
successor to Rice-Carden Corporation, as Lessor, and Great Lakes Carbon Corporation, as Lessee, as recorded in
Film Code No. 100-93-1545,Official Public Records of Real Property,Jefferson County,Texas;
THENCE SOUTH 30°33'57" WEST, for the boundary between the tract herein described and the said 11.46 acre
Great Lakes Carbon Corporation Tract 11,for a distance of 97.41 feet to a 5/8"iron rod set for corner;
THENCE SOUTH 3604536" WEST, continuing for the boundary between the tract herein described and the said
11.46 acre Great Lakes Carbon Corporation Tract 11,for a distance of 195.73 feet to a point for corner,said corner
being in the Northeasterly line of the West Turning Basin and the Southwesterly line of the said 214.041 Western
Reserve Life Assurance Co.of Ohio tract and the most Westerly corner of the said 11.46 acre Great Lakes Carbon
Corporation Tract I I;
THENCE NORTH 53°03'51" WEST, along and with the Northeasterly line of the West Turning Basin and the
Southwesterly line of the said 214.041 Western Reserve Life Assurance Co.of Ohio tract, for a distance of 1645.54
feet to a point for corner;
THENCE NORTH 01°33'16"WEST,continuing along and with the Southwesterly line of the said 214.041 Western
Reserve Life Assurance Co.of Ohio tract,for a distance of 218.40 feet to a point for corner;
THENCE NORTH I0°25'20"WEST,continuing along and with the Southwesterly line of the said 214,041 Western
Reserve Life Assurance Co.of Ohio tract,for a distance of 355,20 feet to a point for corner;
THENCE NORTH 00°5316" EAST,continuing along and with the Southwesterly line of the said 214.041 Western
Reserve Life Assurance Co.of Ohio tract,for a distance of 242.76 feet to a point for corner;
THENCE for the boundary between the tract herein described and that certain called 103.224 acre tract of land,
identified as Tract 5,as conveyed by Chevron U.S.A.to Clark Refining and Marketing, Inc. as recorded in Clerk's
File No. 9505598, Official Public Records of Real Property, Jefferson County, Texas, the same being the
Northwesterly line of the said 214.041 Western Reserve Life Assurance Co.of Ohio tract for the following calls:
NORTH 48°54'00" EAST,for a distance of 119.34 feet to a point for corner;
NORTH 69°20'00"EAST,for a distance of 199.30 feet to a point for corner;
NORTH 80°48'50"EAST,for a distance of 799.75 feet to a 1/2"iron rod(bent)found for corner;
NORTH 66°26i 8"EAST, for a distance of 200.00 feet to a 5/8" iron rod found for corner;
NORTH 61°17'51"EAST,for a distance of 201.90 feet to a 518"iron rod found for corner;
NORTH 49°l 9'53"EAST,for a distance of 198.10 feet to a 5/8"iron rod(disturbed) found for corner;
NORTH 37"05'50"EAST,for a distance of 199.85 feet to a 5/8"iron rod found for corner;
NORTH 20°26'13"EAST,for a distance of 200.02 feet to a 5/8"iron rod found for corner;
NORTH 15°11'01"EAST,for a distance of 64.31 feet to a 5/8"iron cod found for corner;
THENCE along with and generally 30.00 feet normal to centerline of a spur track from the Kansas City Southern
Railway main line to the Great Lakes Carbon loading docks the following calls:
NORTH 18°03'22"EAST, for a distance of 92.08 feet to a 1/2"iron rod(bent)found for corner;
NORTH 23°40'34"EAST,for a distance of 103.17 feet to a 5/8"iron rod found for corner;
NORTH 29°5946"EAST,for a distance of 103.90 feet to a railroad rail found for corner;
NORTH 39°112'14" EAST, for a distance of 103.98 feet to a 5/8"iron rod found for corner,
NORTH 46°11'08" EAST, for a distance of 103.79 feet to a railroad rail found for corner;
EXECUTION COPY MEMORANDUM OF SUrtLEASE
Exnior r 13•PAGE 2
NORTH 53°56'09"EAST,for a distance of 103:98 feet to a 5/8"iron rod found for corner;
NORTH 62°15'08"EAST,for a distance of 34.20 feet to a 6"concrete post stamped"PL"found for corner,
said corner being in the Southeasterly right-of-way line of the said Kansas City Southern Railway
Company right-of-way;
THENCE along with and generally 50.00 feet normal to the centerline of the said Kansas City Southern Railway
Company main line and along and with the Southeasterly right-of-way line of the said Kansas City Southern
Railway Company right-of-way the following calls:
SOUTH 86°35'51" EAST,for a distance of 64.26 feet to a 518"iron rod(bent)found for corner;
NORTH 86°58'14" EAST, for a distance of 106.72 feet to a 6" concrete post stamped "PL" found for
corner;
NORTIH 78°50'17"EAST,for a distance of 107.40 feet to a 3/4"iron rod found for corner;
NORTH 73°57'20"EAST,for a distance of 1135.11 feet to a 5/8"iron rod found for corner,
THENCE NORTH 72°31'00" EAST,continuing along with and generally 50.00 feet normal to the centerline of the
said Kansas City Southern Railway Company main line and along and with the Southeasterly right-of-way line of
the said Kansas City Southern Railway Company right-of•way, for a distance of 51.13 feet to the POINT OF
BEGINNING and containing 104.22 Acres,more or less,
** **********
Part Two
Legal Description: 7.96 Acre Tract or Parcel of Land
B. C.Arthur Survey,Abstract No.
61 Jefferson County,Texas
BEING a 7.96 acre tract or parcel of land situated in the B. C. Arthur Survey, Abstract No. 61,Jefferson County,
Texas and the W.H.Thaxton Survey,Abstract No.83 t,Jefferson County,Texas and also being out of and part of
that certain called 259.02 acre tract of land,identified as Parcel"C",as described in a"Special Warranty Deed" from
J. S. I•Iollyfield, Trustee to Rice-Carden Corporation as recorded in Volume 1729, Page 345, Deed Records,
Jefferson County,Texas and also being out of and part of that certain called 214.041 acre tract of land as described
in a"Special Warranty Deed" from Pioneer Western Corporation to Western Reserve Life Assurance Co.of Ohio as
recorded in Volume 2312, Page 253,Deed Records,Jefferson County, Texas and also being out of and part of that
certain called 11.46 acre tract of land, identified as Tract II, as described in a "Memorandum of Lease" between
Western Reserve Life Assurance Co. of Ohio, successor to RiceCarden Corporation, as Lessor, and Great Lakes
Carbon Corporation, as Lessee, as recorded in Film Code No. 100-93-1545, Official Public Records of Real
Property,Jefferson County,Texas,said 7.96 acre tract being more particularly described as follows:
NOTE,All bearings are based on the Northwesterly right-of-way line of a 50 foot road easement
as described in Film Code No. 101 48 0758, Official Public Records of Real Property,Jefferson
County, Texas as SOUTH 30"37'50" WEST as shown on previous survey prepared by Mark W.
Whiteley, RPLS No.3636,dated February 28, 198S.
BEGINNING at a 5/8" iron rod found for the most Northerly corner of that certain called 104.36 acre tract of land,
identified as Tract 1,as described in a"Memorandum of Lease" between Western Reserve Life Assurance Co. of
Ohio,successor to Rice-Carden Corporation,as Lessor,and Great Lakes Carbon Corporation,as Lessee,as recorded
in Film Code No. 100-93-1545,Official Public Records of Real Property,Jefferson County,Texas,said corner also
being the intersection of the Southeasterly right-of-way line of Kansas City Southern Railway Company right-of-
way(based on a width of 120 feet)and the Northwesterly right-of-way line of a 50 foot road easement as described
in an "Easement" from Kansas City Southern Railway Company to Rice-Carden Corporation as recorded in Film
Code No. 101 480758,Official Public Records of Real Property,Jefferson County,Texas;
r+xecirrtoN COPY MEMORANDUM OF SUBLEASE
EXHIBIT 13-PAGC 3
THENCE SOUTH 30°37'50" WEST, along and,with the Northwesterly right-of-way line of the said 50 foot road
easement and the Southeasterly line of the said 104.36 acre Great Lakes Carbon Corporation Tract 1,for a distance
of 813.71 feet to a 1/2"iron rod found for corner,said corner being an angle point in the said 50 foot road easement,
THENCE SOUTH 31°16'34" WEST,continuing along and with the Northwesterly right-of-way line of the said 50
foot road easement and the Southeasterly line of the said 104.36 acre Great Lakes Carbon Corporation Tract 1,for a
distance of 1346.79 feet to a 5/8" iron rod found for corner, said corner being the most Easterly corner of the
occupied lease arca of Chevron Chemical Company(formerly the Warren Petroleum Company lease area)and an
exterior ell corner of the said 104,36 acre Great Lakes Carbon Corporation Tract 1;
THENCE SOUTH 31°16'57"WEST,continuing along and with the Northwesterly right-of-way line of the said 50
foot road easement, the same being the Southeasterly line of the said occupied lease area of Chevron Chemical
Company, for a distance of 873.29 feet to a 5/8" iron rod found for corner, said corner being the most Southerly
corner of the said occupied lease area of Chevron Chemical Company and an exterior ell corner of the said 104.36
acre Great Lakes Carbon Corporation Tract 1;
THENCE SOUTH 53°00'37" EAST, for a distance of 50.27 feet to a 5/8" iron rod found for corner, said corner
being the most Northerly corner of the said 11.46 acre Great Lakes Catton Corporation Tract l l and in the
Southeasterly right-of-way line of the said 50 foot road easement and in the Northwesterly line of an occupied lease
area of Chevron Chemical Company;
THENCE SOUTH 3l°(7'40" WEST, along and with the Southeasterly right-of-way line of the said 50 foot road
casement and the Northwesterly line of an occupied lease area of Chevron Chemical Company, for a distance of
170.10 feet to a 5/8" iron rod found for the most Northerly corner and POINT OF BEGINNING of the tract herein
described;
THENCE for the boundary between the tract herein described and the occupied lease area of Chevron Chemical
Company the following calls:
SOUTH 15048'40" EAST,for a distance of 68.2! feet to a 5/8" iron rod found for corner;
SOUTH 60°48'40"EAST,for a distance of 97.16 feet to a 5/8" iron rod set for corner;
SOUTH 28°l l'27" WEST, for a distance of 214.97 feet to a 5/8"iron rod set for corner;
SOUTH 43°29'42"WEST,for a distance of 169.85 feet to a 5/81,iron rod found for corner;
SOUTH 11°55'12"EAST,for a distance of 150.65 feet to a 5/8"iron rod found for corner;
SOUTH 04°05'44"EAST,for a distance of 59.77 feet to a 5/8"iron rod found for corner;
SOUTH 05°23'32"WEST,for a distance of 80.48 feet to a 5/8" iron rod found for corner;
SOUTH 12°59'09"WEST,for a distance of 66.51 feet to a 5/8"iron rod found for corner;
SOUTH 58°32'04"EAST,for a distance of 83.05 feet to a 1/2"iron rod found for corner;
SOUTH 58°51'12" EAST, passing at a distance of 129.02 a 5/8" iron rod found for reference, and
continuing for a total distance of 131.88 feet to a point for corner, said corner being in the Westerly
shoreline of Slip No. 1;
THENCE along with the Westerly shoreline of Slip No. I the following calls:
SOUTH 11'35'47"WEST,for a distance of 82.94 feet to a point for corner;
SOUTH 21°09'40"WEST, for a distance of 102.77 feet to a point for corner;
SOUTH 17°52'31 " EAST, for a distance of 60.90 feet to a point for corner;
SOUTH 64°15'45"WEST,for a distance of 66.47 feet to a point for corner;
SOUTH 24°06'58"WEST,for a distance of 38.73 feet to a point for corner;
SOUTH 39°31'46"WEST,for a distance of 24.32 feet to a point for corner,
SOUTH 53°03'40" EAST, for a distance of 40.00 feet to a point for corner,SOUTH 36°56'23"WEST,for a
distance of 52.22 feet to a point for corner,said corner being in the Northeasterly line of the West Turning
Basin and the Southwesterly line of the said 214.041 Western Reserve Life Assurance Co.of Ohio tract,
THENCE NORTH 53°03'51" WEST, along and with the Northeasterly line of the West Turning Basin and the
Southwesterly line of the said 214.041 Western Reserve Life Assurance Co. of Ohio tract, for a distance of 669.58
EXECUTION COPY MEMORANDUM ov SUBLEASE.
EXH[DIT 13-PAGE4
feet to a point for corner, said corner also being the most Southerly corner of the said 104.36 acre Great Lakes
Carbon Coiporation Tract I;
THENCE NORTH 36°45'36" EAST, for the boundary between the tract herein described and the said 104.36 acre
Great Lakes Carbon Corporation Tract 1,for a distance of 195.73 feet to a 5/8"iron rod set for corner;
THENCE NORTH 30033'57" EAST, continuing for the boundary between the tract herein described and the said
104.36 acre Great Lakes Carbon Corporation Tract 1, for a distance of 97.41 feet to a 518" iron rod set for corner,
said corner being that certain called Point"P." as described in the above referenced Film Code No. 101-48-0758,
Official Public Records of Real Property, Jefferson County,Texas and also being an exterior ell corner of the said
104.16 acre Great Lakes Carbon Coiporation Tract I;
THENCE SOUTH 58°40'45" EAST, along and with the Southwesterly right-of-way line of the said 50 foot road
casement,for a distance of 24.98 feet to a 5/8"iron rod found for corner;
THENCE NORTH 31°17'39" EAST, along and with the Southeasterly right-of-way line of the said 50 foot road
easement,for a distance of 752.73 feet to the POINT OF BEGINNING and containing 7.96 Acres,more or less.
EXECU'r1Or4 COPY MEMORANDUM OF SUBLEASE
Exmnir D-PAGE 5
I10003:956503.8
EXBCt:T1ON COPY MRMORANDIJ I0P SunLBASIS
EXI III;ff Li-PAM I
Exhibit "B"
Form of Industrial District Agreement Report
Industrial District Agreement Report
Property Owner's Name
Date of this Report
Report Period (semi-annual
period covered by this Report) From / /20_To / /20___
Property Nested
Owner Contractors
(A) Total number of employees employed on the last day of the Report Period
who were Port Arthur residents on the last day of the Report Period
(B) Total number of all employees employed on the last day of the Report
Period
(C) Total number of new hires employed during the Report Period who were
Port Arthur residents on their first day of employment
(D) Total number of all new hires employed during the Report Period
(E) Total number of applicants completing the interview process during the
Report Period
(A) Total number of Designated LBE's that:
g
• were on the approved vendor list of the Property Owner at any time
during the Report Period, and/or
• were invited by the Property Owner during the Report Period to bid
on contracts for goods and/or services
(B) Total number and dollar amount of contracts awarded by the Property
Owner during the Report Period for goods and/or services that the
Property Owner determines could have potentially been obtained from
Designated LBE's:
Total Number of Contracts:
Total Dollar Amount of Contracts: $
(C) Total number and dollar amount of contracts described immediately
(above in II (B)that were awarded to Designated LBE's during the
Reporting Period:
Total Number of Contracts:
Total Dollar Amount of Contracts: $
This Report contains confidential or privileged information. Unauthorized use of this communication is strictly prohibited.
This Report is to be submitted to the Office of the City Manager and copied to the City Attorney during the months of January
and July for the immediately preceding 6 months. The due date(January 31"or July 31St)for submitting a Report may be
extended for thirty(30)days upon the written request of the Property Owner.
B-1
Exhibit "C"
List of Present Owners and Lessees of Property Located in the
Affected Area and Pertaining to the Facility, Except for
Excluded Persons
OWNERS:
1 . Kansas City Southern Railway Owns 113.2 Acres of Land out
of the B. C. Arthur Survey, Abstract No. 61, The W. H.
Thaxton Survey, Abstract No 831, & The John Bennett Survey,
Abstract No. 70, City Of Port Arthur, Jefferson County,
Texas, more fully described in Exhibit "A".
LESSEES:
1 . Oxbow Calcining LLC subleases approximately 3. 6 acres of the
Facility to Port Arthur Steam Energy, L.P. , as more fully
described in Exhibit "A".
C-1