HomeMy WebLinkAboutPR 20439: RESCINDING RESOLUTION 18-119 Interoffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Floyd Batiste, CEO _'-.5
Date: September 18, 2018
Subject: P. R. No. 20439; Council Meeting of September 28, 2018
ATTACHED IS PROPOSED RESOLUTION NO. 20439. A
RESOLUTION RESCINDING RESOLUTION 18-119 A
LOAN AGREEMENT FOR THE PURCHASE OF 2.8 ACRES
OF LAND IN THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION'S
HIGHWAY 73 BUSINESS PARK TO KLV VENTURES,INC.
P.R. No. 20439
9/11/2018 FB
RESOLUTION NO.
A RESOLUTION RESCINDING RESOLUTION 18-119 IN
ITS ENTIRETY WHICH AUTHORIZED A LOAN
AGREEMENT FOR THE PURCHASE OF 2.8 ACRES OF
LAND IN THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION'S
HIGHWAY 73 BUSINESS PARK TO KLV VENTURES,INC.
WHEREAS, per resolution 18-119 the City Council of the City of Port Arthur
approved a loan agreement for the purchase of approximately 2.8 acres of land in the City of
Port Arthur Highway 73 Business Park to KLV Ventures, Inc.; and
WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation
(the "PAEDC") deems it in the best interest of the public to rescind the loan agreement with
KLV Ventures, Inc. for the purchase of land in the Highway 73 Business Park; and
WHEREAS, at the Board Meeting of September 10, 2018, the PAEDC Board of
Directors approved rescinding the loan agreement for the purchase of land in the Highway 73
Business Park attached hereto as Exhibit "A" and made a part hereof for all purposes (the
"Purchase Agreement").
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That Resolution No. 18-119 is hereby rescinded in its entirety, which
authorized a loan agreement for the land purchase of approximately 2.8 acres.
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2018,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers
NOES:
Derrick Freeman, Mayor
ATTEST:
Sherri Bellar 'ty Secr• .ry
APPROV
Floyd Batiste, PAED C S
APPROVED AS TO FORM:
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
Page 2
Exhibit "A "
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is entered into, and is effective as of
, 2018 (the "Effective Date"), by and between the City of Port Arthur
Section 4A Economic Development Corporation ("Seller") and KLV Ventures, Inc., a Texas
corporation or its permitted assignee("Buyer").
RECITALS:
A. Seller is the owner of certain real property together with all improvements located
thereon, which is located at or near the City of Port Arthur Section 4A Economic Development
Corporation Business Park.
B. Seller desires to sell to Buyer and Buyer desires to buy 2.8 acres, surface only
without minerals (as described in "RECITAL A" above and as more particularly described on
Exhibit "A" attached hereto) together with all improvements, if any, located on such land and
all rights, privileges, servitudes and appurtenances thereunto belonging or appertaining,
including all rights, title and interest of Seller in and to the streets, alleys, and rights-of-way
adjacent to such parcel (collectively, the "Property") from Seller upon the terms and subject to
the conditions contained herein and incorporated by reference herein as if fully set forth.
NOW, THEREFORE, in consideration of the promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
ARTICLE 1
PURCHASE PRICE
1.1 Sale and Purchase. Seller shall sell, convey, and assign to Buyer, and Buyer
shall purchase, assume and accept from Seller, for the Discounted Purchase Price (defined
below), and on and subject to the terms and conditions herein, indefeasible fee simple title to the
Property. Buyer and Seller agree that the legal description of the Property shall be determined
mutually by Buyer and Seller upon completion of the Survey (defined below). The Property
shall be sold, conveyed, and assigned to Buyer at Closing (defined below) free and clear of all
liens except for the lien of real property taxes not yet due and payable, and subject to the
Permitted Exceptions (defined below).
1.2 Price and Payment. If not for the Incentive Agreement, the purchase price for
the Property, together with all improvements located thereon, would be One Hundred Ninety
Seven Thousand One Hundred Twenty Two Dollars and 56/100 Dollars($197,122.56)per acre.
1.3 Deposit. Within five (5) days of the Effective Date, Buyer shall deposit with
Texas Regional Title, 7980 Anchor Drive, Building 800, Port Arthur, Texas 77642 (the"Escrow
Holder" or "Title Company") a cash deposit, which shall be deposited into an interest-bearing
account, in the amount of Five Thousand and 00/100 Dollars ($5,000) (the "Deposit"). The
"Deposit" shall mean the amount deposited by Buyer, together will all interest earned thereon.
The Deposit shall be applied as a credit against the Discounted Purchase Price at the closing of
the Escrow.
1.4 Refund of Deposit. The Deposit shall be fully refundable to Buyer if Seller
breaches or defaults in the performance of any of its obligations under this Agreement, or if
Buyer elects to terminate this Agreement pursuant to any provision set forth herein.
1.5 Closing Transaction. Consummation of the sale provided herein (the "Closing")
shall take place on the Closing Date (as herein defined) through the Escrow Holder at its offices
or at such other place Seller and Buyer mutually agree in writing. At or prior to the Closing Date
(as herein defined), each of the parties shall execute and deliver such documents and perform
such acts as are provided for in this Agreement or as are necessary to consummate the
transaction contemplated hereunder. All obligations of either party to be performed at or prior to
the Closing Date are mutually concurrent conditions precedent as well as covenants. Time is of
the essence with regard to the Closing Date.
1.6 Escrow Instructions. Seller and Buyer shall deliver to the Escrow Holder an
executed copy of this Agreement and such additional escrow instructions to Escrow Holder as
each party deems appropriate or as Escrow Holder may reasonably require, provided that such
instructions are consistent with this Agreement (the "Escrow Instructions"). No Escrow
Instruction shall excuse any performance by either Buyer or Seller at the times provided in this
Agreement, extend the Closing Date provided for in this Agreement or provide either Buyer or
Seller with any grace period not provided in this Agreement, and any Escrow Instruction to the
contrary shall be considered of no force and effect.
ARTICLE 2
PRE-CLOSING MATTERS
2.1 Delivery of Due Diligence Materials. On or before Fifteen (15) days following
the Effective Date, Seller shall deliver to Buyer the following documents (the "Due Diligence
Materials") to the extent such materials are in Seller's possession or subject to Seller's reasonable
control and to the extent such materials relate to the Property and/or any improvements thereon:
plans and specifications; land Survey(s); all structural, seismic, soils, engineering and geological
investigations and reports; all environmental investigations and reports; Reciprocal Easement
Agreement(s); Covenants, Conditions, & Restrictions (CC&R's); any leases, licenses or
occupancy agreements (with any amendments) and all agreements (including, but not limited to,
service and maintenance agreements) relating to the operation, use and maintenance of the
Property.
2.2 Survey. On or before Sixty(60) days from the Effective Date, Buyer shall obtain
and cause to be delivered to both the Escrow Holder and the Seller a current and updated
Category IA, Condition II survey of the Property, with Exhibit "A" being conformed hereto,
which survey shall be prepared by a Texas licensed professional land surveyor and shall be
certified to Seller and Buyer, and which shall include a metes and bounds legal description of the
Property, a calculation of the land area of the Property to the nearest one-thousandth (.001) of an
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acre(together with the number of square feet of area contained therein), and the area, dimensions
and locations of all recorded easements affecting or benefiting the Property(the "Survey").
2.3 Title Commitment. Buyer shall have the right, prior to the expiration of the
Feasibility Period (defined below) to obtain a current commitment ("Title Commitment") from
the Title Company for issuance to Buyer of a standard Texas form (Form T-1) Owner's Policy of
Title Insurance in the amount calculated at the $ per acre rate (the "Title Policy").
Buyer shall have until sixty (60) days from the Effective Date (the "Title Review Period") to
object in writing to any exceptions stated in the Title Commitment. In the event that Buyer shall
so object to any exceptions, Seller shall have twenty (20) days from its receipt of such written
objections (the "Response Deadline") within which to resolve or eliminate such exceptions or to
notify Buyer in writing of its inability or unwillingness to remove such exceptions. In the event
Seller shall so notify Buyer of its inability to unwillingness to resolve or eliminate such
exceptions prior to the Response Deadline, Buyer, by written notice to Seller, may do one of the
following: (i) terminate this Agreement and be released from all duties and obligations
hereunder and the Deposit shall be returned to the Buyer; or (ii) waive such exceptions and
proceed with the transaction contemplated herein. Any exceptions listed in the Title
Commitment to which Buyer shall not object prior to the expiration of the Title Review Period
(or which Buyer shall have approved or waived affirmatively) shall be deemed to be "Permitted
Exceptions."
2.4 Right of Entry and Indemnification. From the Effective Date to the Closing
Date, Buyer and its agents shall have the right to enter upon the Property upon reasonable notice
to Seller for the purpose of making such surveys, examinations, soil and engineering tests and
other tests and determinations as Buyer shall elect (collectively "Tests"). Buyer and its
representatives shall have the right to make test borings or to remove samples of materials as
Buyer shall deem appropriate, provided that, in the event Buyer terminates this Agreement and
fails to close the purchase of the Property, Buyer shall repair at its cost any damage to any of the
Property resulting from the Tests. Buyer shall indemnify, defend and hold Seller harmless from
(i) any and all liabilities, claims, damages and expenses (including attorneys' fees, court costs,
and costs of investigation) arising out of or in connection with the Tests or the entry unto the
Property by Buyer or its agents and (ii) any mechanics' liens on the Property arising from the
Tests.
2.5 Feasibility Period. In addition to the matters covered in Section 2 above and
Section 3 below and any other termination rights granted herein, Buyer shall have the right to
terminate this Agreement for any reason within Ninety (90) days from the Effective Date (the
"Feasibility Period"). The right to terminate during the Feasibility Period shall inure exclusively
to Buyer and Buyer may, at its sole option, waive its right to terminate this Agreement prior to
the expiration of the Feasibility Period by providing a written notice to Seller. Buyer, at its sole
option, shall also have the right to extend the Feasibility Period for two (2) additional periods of
Thirty (30) days each, provided notice of such election is given prior to the expiration of the
Feasibility Period. For the right to extend the Feasibility Period for each additional Thirty (30)
days the Buyer shall deposit with the Escrow Holder the sum of Five Thousand and 00/100
Dollars ($5,000.00) as an addition to the Deposit for each extension exercised. The additional
deposit shall be treated in the same fashion as the Deposit.
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If the Property zoning classification is not proper in order to build and operate an
office/warehouse (hereinafter referred to as "the Facility"), upon Buyer's written request, Seller
shall be responsible for, and hereby covenants to take actions necessary to, change the existing
zoning classification to a new classification which will allow for the construction and operation
of the Facility. If necessary, the Feasibility Period shall be extended in order to allow the time
necessary to obtain any necessary zoning change. If Buyer requests a zoning change, Seller
agrees to cooperate with Buyer and to provide such information, take such action(s) and execute
such documents as may be necessary to affect any requisite zoning change.
2.6 PROPERTY CONDITION. NOTWITHSTANDING ANY OTHER
PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, BUYER ACKNOWLEDGES
AND AGREES THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
HABITABILITY, AND SUITABILITY AND FITNESS FOR INTENDED PURPOSE, WITH
RESPECT TO ANY ASPECT OF THE PROPERTY. BUYER IS PURCHASING THE
PROPERTY STRICTLY IN "AS IS" "WHERE AS" CONDITION, AND BUYER ACCEPTS
AND AGREES TO BEAR ALL RISKS REGARDING ALL ATTRIBUTES AND
CONDITIONS, LATENT OR OTHERWISE OF THE PROPERTY. BUYER HAS MADE OR
WILL MAKE PRIOR TO THE CLOSING ITS OWN INSPECTION AND INVESTIGATION
OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS SUBSURFACE, SOIL,
ENGINEERING AND OTHER CONDITIONS AND REQUIREMENTS, WHETHER THERE
ARE ANY EMINENT DOMAIN OR OTHER PUBLIC OR QUASI-PUBLIC TAKINGS OF
THE PROPERTY CONTEMPLATED, AND ALL ZONING AND REGULATORY MATTERS
PERTINENT TO THE PROPERTY AND TO THE PRESENT USE OR OCCUPANCY OF
THE PROPERTY. BUYER IS ENTERING INTO THIS AGREEMENT AND PURCHASING
THE PROPERTY BASED UPON ITS OWN INSPECTION AND INVESTIGATION AND
NOT IN RELIANCE ON ANY STATEMENT, REPRESENTATION, INDUCEMENT OR
AGREEMENT OF SELLER EXCEPT AS SPECIFICALLY PROVIDED HEREIN. BUYER
AGREES THAT NEITHER SELLER NOR ANYONE ACTING ON BEHALF OF SELLER
HAS MADE ANY REPRESENTATION, GUARANTEE OR WARRANTY WHATSOEVER,
EITHER WRITTEN OR ORAL, CONCERNING THE PROPERTY EXCEPT AS
SPECIFICALLY SET FORTH HEREIN, IN THE INCENTIVE AGREEMENT OR THE
DOCUMENTS DELIVERED BY SELLER AT CLOSING. ANY ENGINEERING DATA,
SOILS REPORTS, OR OTHER INFORMATION THAT SELLER OR ANY OTHER PARTY
MAY HAVE DELIVERED TO BUYER IS FURNISHED WITHOUT ANY
REPRESENTATION OR WARRANTY WHATSOEVER. SELLER SHALL HAVE NO
RESPONSIBILITY, LIABILITY OR OBLIGATION SUBSEQUENT TO THE CLOSING
WITH RESPECT TO ANY CONDITIONS, INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL CONDITIONS, OR AS TO ANY OTHER MATTERS WHATSOEVER
RESPECTING IN ANY WAY THE PROPERTY, AND BUYER HEREBY RELEASES
SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WITH RESPECT TO
SUCH CONDITIONS, EXCEPT FOR ANY MATTERS OF FRAUD OR KNOWING
MISREPRESENTATION.
2.7 Covenants and Restrictions.
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2.7.1 Prior to Closing Buyer will have reviewed all requirements of the City of
Port Arthur, Texas for construction standards for improvements on the Property including but not
limited to requirements of the City of Port Arthur, Texas for compliance with the Americans
with Disabilities Act and improvements related thereto.
2.7.2 Buyer acknowledges the requirement to develop facilities (buildings
for user occupancy) within 18 months of Closing. If Buyer purchases the Property and
construction has not been completed in the period specified, Seller shall have the option re-
purchase the Property on the terms set forth in the Covenants and Restrictions on the basis
of reversing (or rescinding) the terms of the original sale, including price. This option may
be exercised at any time subsequent to the failure of construction to be completed by the
specified date. Exercise of the option will be by formal action of the Board of Directors of
Seller and delivery of written notice of exercise of the option shall be the cause of an
immediate halt to any actions to develop the Property.
2.8 Deposit Non-Refundable. Upon satisfaction of all of the conditions described
elsewhere in Article 2 and below in Article 3.5 of this Agreement, Buyer's Deposit shall become
non-refundable (except as specifically set forth in this Agreement or in the event of a Seller
default) and applicable to the Discounted Purchase Price.
ARTICLE 3
CLOSING CONDITIONS
The obligation of Buyer to purchase the Property is subject to the satisfaction or waiver
by Buyer of the conditions set forth below, which conditions are for the sole benefit of Buyer and
which may be waived, in whole or in part,by Buyer:
3.1 Title. On or before the Closing Date, the Title Company shall be ready, willing
and able to issue to Buyer or Buyer's assignee the Title Policy insuring Buyer in the amount
calculated at the rate set forth in Article 2.3 above that fee simple title of the surface only to the
Property is vested in Buyer, together with such endorsements as Buyer may reasonably require
and subject only to (i) liens for then-current real property taxes, bonds and assessments not
delinquent, (ii) the Permitted Exceptions, (iii) any other matters to which Buyer shall agree in
writing.
3.2 Assignment. At the Closing, Seller shall assign to Buyer all of Seller's right, title
and interest in and to any contracts, permits and warranties specifically identified and relating to
the Property which Buyer wishes to assume pursuant to an Assignment of Contracts, Permits and
Warranties in the form attached hereto as Exhibit"B" (the"Assignment").
3.3 Seller's Warranties and Covenants. On the Closing Date, Seller shall not be in
material breach of any of Seller's warranties and representations set forth in Article 6 below. All
covenants to have been performed by Seller before or at Closing shall have been satisfied.
3.4 Governmental Approvals. Buyer shall be obligated to proceed to Closing only
after obtaining all necessary governmental approvals, including but not limited to the proper
zoning for the Facility, legal lot status (final plat), any required conditional or special use
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permits, and all required building permits for the Facility. Seller agrees, upon Buyer's request, to
cooperate with Buyer in connection with Buyer's efforts to secure such approvals, provided any
such requested cooperation is reasonable under the circumstances.
3.5 Subdivision. If the Property is not currently legally subdivided in a manner
sufficient to permit the conveyance of the Property or the development of the Facility, Buyer's
obligation to close shall be subject to obtaining a Final Plat or Replat of the Property which is
acceptable to Buyer. Buyer shall cooperate with Seller in all reasonable respects in obtaining
Final Plat or Replat approval for the Property and in recording the Final Plat or Replat. All costs
of the platting process will be paid by the Seller. Buyer shall have the right to review and
approve the Final Plat or Replat.
3.6 Condition of Property. There shall have been by Closing no material adverse
change in the condition of the Property or any elements of the Property from the dates of the
inspections conducted in satisfaction of the conditions of this Agreement or in the building,
subdivision, or other laws, ordinances, rules, or regulations applicable to the Property from the
date of satisfaction of the conditions set forth herein until Closing.
ARTICLE 4
CLOSING
4.1 Escrow. The purchase and sale transaction contemplated by this Agreement shall
be consummated through the Escrow established by the Escrow Holder.
4.2 Closing Date. Closing of the Escrow (the "Closing Date") shall take place in the
offices of the Escrow Holder fifteen (15)business days following the expiration of the Feasibility
Period (or such earlier date on which Buyer waives its right to terminate the Agreement).
4.3 Escrow Instructions. The parties hereby instruct Escrow Holder to open and
complete Escrow and Closing in accordance with the Escrow Instructions. Buyer and Seller shall
deposit with Escrow Holder in a timely fashion all funds, documents, supplemental instructions
and instruments necessary to consummate the transactions contemplated by this Agreement prior
to the Closing Date.
4.4 Closing Deliveries. At the Closing the following, which are mutually concurrent
conditions, shall occur:
4.4.1 Buyer, at its expense, shall deliver or cause to be delivered to Seller the
following:
(a) the Discounted Purchase Price, subject to the Earnest Deposit and
adjustments and prorations as provided herein, in funds available
for immediate value in Seller's accounts;
(b) evidence satisfactory to Title Company that the person(s)
executing the closing documents on behalf of Buyer have full
right, power, and authority to do so;
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(c) a fully-executed counterpart of the Incentive Agreement; and
(d) such other documents as may be reasonably requested by the Title
Company in accordance with this Agreement, or as are customarily
executed in the county in which the Property is located to
effectuate the conveyance of property similar to the Property.
4.4.2 Seller, at its expense, shall deliver or cause to be delivered to Buyer the
following:
(a) a special warranty deed in the form attached hereto as Exhibit"C"
(the "Deed"), fully executed and acknowledged by Seller, and
otherwise in recordable form as provided in Section 5.1;
(b) the Assignment, fully executed by Seller;
(c) Seller's certificate that the representations and warranties
contained in Section 6 hereof are true and correct as of the Closing
Date;
(d) evidence satisfactory to Buyer and Title Company that the
person(s) executing and delivering the closing documents on
behalf of Seller have full right,power and authority to do so;
(e) a certificate meeting the requirements of Section 1445 of the
Internal Revenue Code of 1986, executed and sworn to by Seller;
(f) a fully-executed counterpart of the Incentive Agreement; and
(g) such other documents as may be reasonably requested by the Title
Company in accordance with this Agreement, or as are customarily
executed in the county in which the Property is located to
effectuate the conveyance of property similar to the Property.
4.5 Closing Costs and Charges. Seller shall pay for Standard Owner's Policy of
Title Insurance and half of Escrow Fees. Buyer shall pay for any extended Title Policy
Endorsements and half of Escrow Fees. Any and all other charges shall be paid as set forth in
this Agreement or if not specified herein as customary in Jefferson County, Texas. At Closing,
Seller shall provide Buyer with a credit against the Discounted Purchase Price to reimburse
Buyer for the cost of the Survey, provided such credit shall not exceed $7,000.00.
ARTICLE 5
TRANSFER OF TITLE AND POSSESSION
5.1 Deed. Seller shall convey to Buyer or to Buyer's assignee at the Closing, by the
Deed, fee simple title to the Property, free and clear of any and all recorded and unrecorded liens,
claims, obligations, encumbrances, easements, leases, covenants, restrictions and other matters
affecting the Property and/or title thereto except only the Permitted Exceptions, current real
81478032 Page 7
property taxes, bonds and assessments not yet due and payable, and any other matters to which
Buyer shall agree in writing.
5.2 Possession. Seller shall deliver possession of the Property to Buyer free and clear
of the occupancy or possessory rights of all others on the Closing Date.
ARTICLE 6
REPRESENTATIONS AND COVENANTS OF SELLER
Seller represents and warrants and covenants as follows, which representations,
warranties and covenants shall survive the Close of Escrow and delivery of the Deed to Buyer:
6.1 Authority. Seller has full right, power and authority to execute and deliver this
Agreement and to consummate the purchase and sale transactions provided herein. No further
authorization, whether corporate, partnership, individual or otherwise is necessary or required as
a condition precedent to Seller entering into this Agreement or performing its obligations
hereunder.
6.2 Code. Seller has no knowledge of and has not received any notice of any code
violation. To the best of Seller's knowledge, the Property, including all improvements located
thereon (if any), complies with all applicable building, health, fire, safety and similar laws,
ordinances, regulations and codes.
63 Accuracy of Documents. To the best of Seller's knowledge, Seller represents
that all of the documents, information and records provided to Buyer by Seller in connection
with the transaction contemplated herein, including the Due Diligence Materials, are true and
complete in all material respects.
6.4 Public Improvements; Condemnation. Other than matters recorded in the
public record and listed in the Title Commitment, Seller knows of no intended or contemplated
public improvements or condemnation or of any condition of the land that will frustrate or
interfere with Buyer's intended use of the Property. To the best of Seller's knowledge the
Property satisfies all federal, state, and local statutes, ordinances and regulations.
6.5 Litigation. To the best of Seller's knowledge, there are no claims, administrative
actions or lawsuits, pending or threatened, against Seller relating in any manner to the Property,
or on account of the surface or subsurface physical characteristics of the Property. To the best of
Seller's knowledge, there are no violations, threatened or pending, of any local, state or federal
law or regulation affecting the Property and there are no pending or contemplated assessments,
eminent domain, condemnation or other governmental takings of the Property or any part
thereof.
6.6 Hazardous Materials; Unsafe Conditions. Except as otherwise disclosed to
Buyer by Seller, Seller has received no notice from any local, state or national governmental
entity or agency or other source of any hazardous waste condition existing or potentially existing
with respect to the Property. To the best of Seller's knowledge, there has been no use, discharge,
release, generation, storage or disposal of in, on, or under the Property of any hazardous waste,
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toxic substances or related materials ("Hazardous Materials") except in accordance with
applicable law. For the purposes of this representation and warranty, Hazardous Materials shall
include but shall not be limited to, any substance, material, or waste which is or becomes
regulated by any local governmental authority, the State in which the Property is located, or the
United States Department of Transportation Hazardous Materials Table (49 CFR 172.1 01) as
amended from time to time. Further Seller agrees that it will not discharge,release, use,generate,
store or dispose, or permit or suffer the discharge, release, use, generation, storage or disposal of
any Hazardous Materials above, in, on, under or around the Property in violation of any
environmental law prior to the Closing. Seller further warrants that to the best of its knowledge,
there is no underground storage tanks located on the Property.
6.7 Condition. From the Effective Date through Close of Escrow, Seller will
maintain the Property in the same condition,reasonable wear and tear excepted.
6.8 New Agreements. From and after the Effective Date, Seller shall not renew,
extend or enter into any new lease or service or management contract, or other agreement that
affects the Property without the prior written consent of Buyer.
6.9 No Leases. There are no leases, licenses, concessions, or other oral or written
agreements affecting the Property that grant to any person or entity the right of occupancy or use
thereof.
6.10 Foreign Person. Seller is not a foreign person or entity under the Foreign
Investment in Real Property Tax Act of 1980, as amended, and no taxes or withholding under the
Foreign Investment in Real Property Tax Act of 1980, as amended, shall be assessed or applied
to Buyer in connection with the transaction contemplated hereby.
6.11 Closing Warranties. All warranties and representations contained in this
Agreement, except as otherwise disclosed in writing, shall be deemed to have been repeated by
Seller as of the Closing, and shall be true and accurate as of the Closing.
ARTICLE 7
TERMINATION AND DAMAGES
7.1 Termination. Except as expressly prohibited in this Agreement, in the event of
any default in this Agreement by either of the parties hereto, the other party, in addition to any
right or remedy available hereunder, at law or in equity, shall have the right to terminate this
Agreement by written notice to the defaulting party and Escrow Agent. If any such termination
is the result of default hereunder by Seller, then the Deposit and interest accrued thereon shall be
returned to Buyer. If Buyer defaults hereunder, actual damages to Seller will be difficult to
calculate but Buyer and Seller agree that the amount of the Deposit designated above is a
reasonable approximation thereof. Accordingly, if Buyer defaults, Seller shall be entitled to
terminate this Agreement and immediately upon such termination by Seller, Escrow Agent shall
pay to Seller, as Seller's sole remedy, the Deposit, together with interest thereon, and any other
monies paid on behalf of Seller. Nothing contained in this Section shall prevent Seller from
enforcing Buyer's obligations and liabilities which survive a termination of this Agreement.
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7.2 No Specific Performance. If either Buyer or Seller breaches this Agreement
prior to the Closing and, as a result, the Closing does not occur, each party waives the right to
specific performance. Each party agrees that this clause shall constitute an absolute defense to
any action filed by one of the parties hereto against the other for specific performance. This
clause, if asserted by one of the parties hereto against an action for specific performance, shall
enable said party to cause the action for a specific performance to be set aside at any time nunc
pro tunc.
7.3 Condemnation and Casualty. If before the Closing, either party receives notice
of any condemnation or eminent domain proceeding, any proceeding in lieu of condemnation
being initiated against the Property, or the damage or destruction of all or a part of any
improvements located at the Property, the party receiving the notice shall promptly notify the
other party in writing of that fact. Buyer may elect to either proceed with the sale of the Property
or to terminate this Agreement within Thirty (30) days from the date that the notice is received.
If Buyer elects to proceed with the acquisition of the Property, then Buyer may, solely at its own
discretion, accelerate the Closing to any time prior to the Closing Date set forth hereinabove. If
Buyer proceeds with the purchase in accordance with the terms of this Agreement, all
condemnation and insurance proceeds shall be paid to Buyer. If any proceeds have not been
collected as of the Closing, then all rights to those proceeds shall be assigned to Buyer at the
Closing.
7.4 DAMAGES. SELLER AND BUYER AGREE THAT IF BUYER BREACHES ITS
OBLIGATIONS HEREUNDER, SELLER SHALL TERMINATE THIS AGREEMENT AND
RETAIN, AS SELLER'S SOLE AND EXCLUSIVE REMEDY,THE AMOUNTS DEPOSITED
WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT, TOGETHER WITH ANY
ACCRUED INTEREST THEREON AS OF THE TIME OF DEFAULT AS LIQUIDATED
DAMAGES, IT BEING AGREED THAT UNDER ALL THE CIRCUMSTANCES EXISTING
AT THE TIME OF THIS AGREEMENT, THIS PROVISION LIQUIDATING DAMAGES IN
THE EVENT OF THE BUYER'S DEFAULT IS REASONABLE, THE DAMAGES
RESULTING TO SELLER BY REASON OF SUCH BREACH ARE NOW AND THEN
WOULD BE DIFFICULT AND IMPRACTICAL TO DETERMINE AND THAT THE BEST
ESTIMATE, BASED ON ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF
THIS AGREEMENT, OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IS
AND SHALL BE AN AMOUNT EQUAL TO THE SUMS DEPOSITED BY BUYER WITH
ESCROW HOLDER AS OF THE TIME OF DEFAULT. IN PLACING THEIR INITIALS IN
THE SPACES PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HAVE READ,
UNDERSTAND AND AGREE TO THIS PROVISION.
BUYER SELLER
7.5 Waiver. Excuse or waiver of the performance by the other party of any
obligation under this Agreement shall only be effective if evidenced by a written statement
signed by the party so excusing. No delay in exercising any right or remedy shall constitute a
waiver thereof, and no waiver by Seller or Buyer of the breach of any covenant of this
NI478032
Page 10
Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or
any other covenant or condition of this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Merger. Except as otherwise expressly provided in this Agreement, the
representations, warranties and agreements of the parties contained or provided for in this
Agreement shall survive the close of Escrow and delivery of the Deed to Buyer.
8.2 Notices. Unless otherwise specifically provided herein, all notices, consents,
directions, approvals, instructions, requests and other communications required or permitted by
the terms hereof to be given to any person or entity shall be in writing, and any such notice shall
become effective five (5) business days after being deposited in the mails, certified or registered,
with appropriate postage prepaid for first-class mail or, if delivered personally, by reputable
overnight courier service, or by facsimile transmission or electronic mail, when received, and
shall be directed to the address of such person or entity set forth below, or at such other address
as either party shall hereafter designate in writing and deliver to the other in accordance with the
provision of this paragraph:
Buyer at: KLV Ventures, Inc.
Fred Vernon
Telephone:
Fax:
E-mail:
With a copy to:
Telephone:
Fax:
E-mail:
With a copy to:
Telephone:
Fax:
E-mail:
Seller at: Floyd Batiste,CEO
Port Arthur Section 4A Economic Development Corp.
501 Procter Street
111478032 Page 11
Port Arthur, TX 77640
Telephone: (409) 963-0579
Facsimile: (409)962-4445
E-mail: fbatiste@paedc.org
Guy N. Goodson, EDC Attorney
Germer PLLC
P. 0. Box 4915
Beaumont,Texas 77704
Telephone: (409) 654-6730
Facsimile: (409) 835-2115
E-mail: ggoodson@germer.com
Escrow Holder at: Texas Regional Title
7980 Anchor Drive,Building 800
Port Arthur, Texas 77642
Telephone: (409) 861-7300
Facsimile: (409) 727-8386
8.3 Authority and Execution. Each person executing this Agreement on behalf of a
party represents and warrants that such person is duly and validly authorized to do so, has full
right and authority to enter into this Agreement and all of its obligations hereunder.
8.4 Severability. The invalidity or unenforceability of any term or provision of this
Agreement or the nonapplication of any such term or provision to any person or circumstance
shall not impair or affect the remainder of this Agreement, and the remaining terms and
provisions hereof shall not be invalidated but shall remain in full force and effect and shall be
construed as if such invalid, unenforceable, or nonapplicable provision were omitted.
8.5 Waiver or Modification. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith. No evidence of any waiver or modification shall
be offered or received in evidence in any proceeding, arbitration, or litigation between the parties
arising out of or affecting this Agreement or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing and duly executed as aforesaid. The provisions
of this Article 8.5 may not be waived except as herein set forth.
8.6 Headings. The headings of the various Articles of this Agreement are for
convenience of reference only and shall not modify, define or limit any of the terms or
provisions hereof or thereof.
8.7 Parties in Interest. The terms of this Agreement shall be binding upon, and
inure to the benefit of, the parties to this Agreement and their successors and assigns. Buyer
shall not assign its rights under this Agreement to any third party that is not an Affiliate (defined
below) without the prior written consent of Seller. Buyer shall be permitted to assign this
Agreement without the prior written consent of Seller to an Affiliate. For purposes of this
Section, "Affiliate" shall mean (i) a subsidiary of Buyer, (ii) a corporation or other entity into or
41478032 Page 12
with which Buyer has merged or consolidated, or to which substantially all of Buyer's stock or
assets are transferred, (iii) any corporation or other entity which controls, is controlled by, or is
under common control with Buyer, (iv) a limited liability company in which Buyer is a member,
or (v) any corporation or other entity with which Buyer is otherwise affiliated. Except as
provided above with respect to Affiliates, no assignment shall be to an assignee whose business
purpose has not been approved by prior written action of the Board of Directors of Seller and, as
necessary, the City Council for the City of Port Arthur, Texas. Seller shall, upon written request
from Buyer, execute a Deed directly in favor of Buyer's assignee.
8.8 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
8.9 Broker Fees. Each party represents and warrants to the other that it has not
engaged any agent or broker with respect to this transaction. No other person is entitled to a
broker's commission or fee as a result of the purchase and sale of the Property. Each party
agrees to indemnify and hold the other party harmless from and against any loss, cost and
expense, including attorneys' fees, which the other party shall suffer by reason of the breach of
the foregoing representation and warranty by the representing and warranting party.
8.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
8.11 Time. Time is of the essence of this Agreement.
8.12 Attorneys' Fees. In the event of any proceeding brought by either party to
enforce the terms of or arising out of this Agreement, the prevailing party shall be entitled to
recover all costs and expenses incurred in connection therewith, including reasonable attorneys'
fees.
8.13 Cooperation. Each party hereto will, upon the reasonable request of the other
party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered,
such further instruments and documents as may be reasonably necessary in order to fulfill the
intents and purposes of this Agreement.
8.14 IRC §1445. Buyer's performance hereunder is conditioned upon Seller providing
Buyer at close of escrow with all documentation required by Internal Revenue Code Section
1445 to assure Buyer that Seller is not a "foreign person"as that term is used in Section 1445, or
in the alternative, if Seller is a "foreign person," to assure that all steps have been taken so that
Buyer will not be liable for payment of any taxes due on the proceeds of the sale.
8.15 Exchange. The parties, or either of them, shall have the right to secure a trade or
exchange of properties of like kind of the parties'respective choices (pursuant to Section 1031 of
the Internal Revenue Code as amended), as long as the obligations imposed on the other party
shall not be greater than the terms and conditions of this Agreement, nor shall such obligations
delay the Closing Date beyond that allowed by this Agreement. Nothing in this Article 8.15 shall
require either party to take title to any other real property as part of its obligation to cooperate in
any such trade or exchange.
#1478032 Page 13
8.16 Entire Agreement. This Agreement constitutes and contains the entire
agreement of the parties with respect to the subject matter hereof and thereof, and supersedes any
and all other prior negotiations, correspondence, understandings and agreements respecting the
subject matter hereof and thereof. This Agreement is executed without reliance upon any
representation by any party hereto except as expressly set forth herein. This Agreement may not
be changed orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is sought.
8.17 Computation of Time. If the expiration date of any period of time for
performance hereunder falls on a Saturday, Sunday or legal holiday, then, in such event, the
expiration date of such period of time for performance shall be extended to the next business
day.
k1478032 page 14
IN WITNESS WHEREOF,the parties hereto have executed this Agreement:
SELLER:
City of Port Arthur Section 4A Economic Development Corporation
By: Date: , 2018
President
By: Date: ,2018
Secretary
#1478032
Pap 15
*4. re'
14rai „AltworgwAkt
BUYER:
KLV Ventures,Inc.
By: Date: ,2018
ESCROW HOLDER:
Attn:
Telephone:
E-mail:
By: Date Received: ,2018
Title:
61478032
Page 16
Exhibit"A"
Legal Description
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND, BEING ALL OF TRACT 1 AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres") described in that certain instrument to the City of Port Arthur Section 4A
Economic Development Corporation, recorded under Clerk's File No. 2008036689 in the Official
Public Records of Jefferson County, Texas, and being all of Tract 1 and a portion of Reserve "A"
of that certain Replat titled "Tract l together with Reserve "A", a 7.268 acre Replat of a portion
of Lot 6, Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the
Map Records of Jefferson County, Texas" as recorded under Clerk's File No. 2008040509 in the
Official Public Records of Jefferson County, Texas, and being more particularly described by
metes and bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies) for the most northerly corner of the said "7.268 acre" tract, the most northerly corner of
the said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667
acres"), described in that certain instrument to Jefferson County Drainage District No. 7,
recorded under Clerk's File No. 2008006941 in the Official Public Records of Jefferson County,
Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve "A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found for the most northerly corner of the said Tract 1
and the most northerly corner and POINT OF BEGINNING of the herein described tract of
land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said
Tract 1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle
point corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
#1478032 Page 17
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
THENCE along and with the said curve to the right, having a radius of 15.00 feet, an arc length
of 13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux
& Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to
the left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux &Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve "A" for the most southerly corner of the herein described tract of land;
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the
"3.009 acres" tract, the southwesterly line of the said "7.268 acres" tract and the southwesterly
line of the said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete
found in the hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the
most westerly corner of the said "7.268 acres"tract, the most westerly corner of the Reserve "A"
and the most westerly corner of the herein described tract of land;
Thence North 46 deg. 29 min. 54 sec. East, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most
westerly northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore
said Tract 1, a total distance of 475.27 feet, and returning back to the POINT OF BEGINNING
and containing in area 2.814 acres of land, more or less.
#1478032
Page 18
Exhibit"B"
Assignment
#1478032
Page 19
Exhibit"C"
Form of Deed
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
The City of Port Arthur Section 4A Economic Development Corporation, a Texas
not-for-profit economic development corporation("Grantor") in consideration of the sum of TEN
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, to Grantor in
hand paid by KLV Ventures, Inc., a Texas corporation ("Grantee") the receipt of which is
hereby acknowledged, has GRANTED, SOLD and CONVEYED, to Grantee, all that certain
property situated in the County of Jefferson, State of Texas, described as in Exhibit A attached
hereto and incorporated herein (the"Property").
Grantor hereby reserves unto itself, its successors and assigns, any and all of the oil and
gas and their constituents, sulfur, coal, lignite, uranium, and other fissionable material,
geothermal energy, base and precious metals, rock, stone, gravel, and any other mineral
substances presently in or under the premises described in Exhibit A. The within reservation of
the aforesaid materials and minerals pertains to the exclusive right to execute any and all oil and
gas leases and any other mineral leases or other contractual arrangements whereby the right of
exploring, mining, removing and marketing of the hereinabove reserved minerals could be
transferred by Grantor to third parties, and the within reservation also pertains to the exclusive
right to receive any and all bonuses, royalties, shut-in and/or delayed marketing payments and
any other types of rental or lease payments associated with any of the aforementioned leases or
#1478032
Page 20
other contractual arrangements with third parties; together with the ownership of any future
reversionary oil and gas and their constituents, and other mineral rights, in total, upon the
expiration of any such lease or other contractual arrangement with third parties. The foregoing
reservation does not include a right to enter upon or use the surface of the premises described in
Exhibit A.
Grantor hereby reserves unto itself the right to repurchase the tract if Grantee fails to
develop the facilities (building) for user occupancy within the lesser of(i) eighteen months from
the closing of the purchase of the tract or(ii) any development timetable(s) within any Incentive
Agreement between PAEDC and Grantee. If construction has not been completed as specified in
the preceding sentence, PAEDC shall have the option to repurchase the property from the
purchaser (user) on the basis of the original purchase price per acre with the purchaser(user) to
bear all costs incurred by PAEDC in its exercise of its rights of repurchase, including but not
limited to, attorney fees, title and recording fees, closing costs and related expenses. This
repurchase option may be exercised at any time subsequent to the failure of construction to start
by the time period specified in this paragraph. Exercise of the option will be by formal action of
the PAEDC Board. Delivery of written notice of exercise of this option shall be the cause of an
immediate halt to development on the purchased tract(s)by the purchaser(user).
This conveyance is made subject to the following:
(1) easements and rights-of-way appearing of record in the office of the County Clerk
of Jefferson County, Texas;
(2) all covenants, restrictions, and all conditions and exceptions, reservations and
conveyances of minerals and/or royalties, oil and gas and/or mineral leases,
affecting the above described property, of record in the Office of the County
Clerk of Jefferson County, Texas, to the extent they are still in effect and relate to
the above described property;
(3) the treatment or storage of the following is prohibited:
• hazardous industrial waste, as defined by 30 Texas Administrative Code
N1478032
Page 21
("TAC") §335.1(60) (in accordance with RCRA of 1976 and 40 Code of
Federal Regulations ("CFR") Part 261);
• hazardous waste, as defined by 30 TAC §335.1 (62) (in accordance with the
federal Solid Waste Disposal Act, as amended by RCRA, 42 United States
Code §§6901 et seq., as amended) and as determined by the procedures in 30
TAC §335.504;
• hazardous waste constituent, as defined by 30 TAC §335.1(63) (listed in 40
CFR Part 261, Subpart D or in Table 1 of 40 CFR §261.24); and
• tanks, drums, or containers used for shipping or storing any material that has
been listed as a hazardous constituent in 40 code of Federal Regulations (40
CFR), Part 261, Appendix VIII but has not been listed as a commercial
chemical product in 40 CFR, §261.33(e)or(f);
(4) taxes on the above described property for 2018 and subsequent years not yet due and
payable; and
(5) all zoning laws, regulations and ordinances of municipal and other governmental
authorities, if any, but only to the extent that they are still in effect, relating to the
above described property.
Grantor has executed and delivered this Special Warranty Deed and has granted, bargained, sold,
and conveyed the Property to Grantee, and Grantee has received and accepted this Special Warranty
Deed and has purchased,received, and, accepted the Property, ON AN AS-IS, WHERE IS BASIS,
WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED,WRITTEN OR ORAL, IT BEING THE INTENTION
OF GRANTOR AND GRANTEE TO EXPRESSLY REVOKE, RELEASE, NEGATE, AND
EXCLUDE ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRAN TIES AS TO (i) THE CONDITION OF THE PROPERTY OR ANY ASPECT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR
HABITATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR
PURPOSE; (ii) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN
OR ENGINEERING OF ANY IMPROVEMENTS WHICH ARE PART OF THE PROPERTY
OR WHICH SERVE THE PROPERTY(the"IMPROVEMENTS"); (iii)THE QUALITY OF THE
LABOR OR MATERIAL INCLUDED IN THE IMPROVEMENTS; (iv) THE SOIL
CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS
WHICH AFFECT THE PROPERTY; (v) THE AREA, SIZE, SHAPE, CONFIGURATION,
LOCATION, CAPACITY, USE, DEVELOPMENT POTENTIAL, PURPOSE OR OTHER
#1478032 Page 22
CHARACTERISTIC CONCERNING OR RELATING TO THE PROPERTY; (v) ANY
FEATURES OR CONDITIONS AT OR WHICH AFFECT THE PROPERTY WITH RESPECT
TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, CASH FLOW,
OR OTHERWISE; (vi) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY
DESCRIPTION OF THE PROPERTY; (vii) ANY ENVIRONMENTAL, GEOLOGICAL,
METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE
ABSENCE THEREOF HERETOFORE, NOW, OR HEREAFTER AFFECTING IN ANY
MANNER ANY OF THE PROPERTY; AND (viii) ALL OTHER EXPRESS OR IMPLIED
WARRANTIES AND REPRESENTATIONS BY GRANTOR WHATSOEVER, EXCEPT
SOLELY THE SPECIAL WARRANTY OF TITLE EXPRESSLY SET FORTH IN THIS DEED
CONVEYING THE PROPERTY TO GRANTEE.
TO HAVE AND TO HOLD, the said Property, together with all rights, hereditaments and
appurtenances thereto belonging, unto Grantee, its successors, heirs, and assigns forever. And
Grantor does hereby bind itself, its successors, heirs, executors, administrators, and personal
representatives to WARRANT AND FOREVER DEFEND the title to said Property unto Grantee,
its successors, heirs, and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof,by,through,or under Grantor,but not otherwise.
When Grantor or Grantee or both of them are more than one(1)person, or when Grantor or Grantee
or both of them are a corporation, limited liability company, partnership, trustee, administrator,
executor, or personal representative, this Deed shall read as though pertinent verbs, nouns, and
pronouns are changed correspondingly, and pronouns of the masculine gender where used herein
shall be construed to include persons of the female sex. When this Deed is executed by or to or by
and to a corporation, limited liability company or partnership, references to "heirs, executors,
administrators, and personal representatives"shall be appropriately disregarded, and when this Deed
is executed by or to or by and to a natural person or persons, references to "successors" shall be
appropriately disregarded.
Grantee has joined in this Deed to evidence Grantee's acceptance of this Deed.
EXECUTED this the day of ,2018.
GRANTOR:
The City of Port Arthur Section 4A Economic
Development Corporation
By:
President
#1478032
Page 23
By:
Secretary
Accepted by GRANTEE:
KLV Ventures,Inc.
By:
By:
#1478032
Page 24
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the day of , 2018,by
, President of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation, on behalf of such corporation.
Notary Public, State of Texas
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the day of , 2018, by
, Secretary of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation, on behalf of such corporation.
Notary Public, State of Texas
p1478032
Page 25
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of , 2018, by
of KLV Ventures, Inc., on behalf of such corporation.
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of , 2018, by
of KLV Ventures, Inc., on behalf of such corporation.
Notary Public, State of Texas
GRANTEE'S MAILING ADDRESS:
KLV Ventures, Inc.
#1478032
Page 26
N1478032 Page 27
LOAN AGREEMENT
THIS LOAN AGREEMENT is entered into effective the day of
, 2018, by and between KLV VENTURES, INC.,a
Texas corporation(hereinafter referred to as Borrower), and the CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION, a Texas nonprofit
corporation (hereinafter called "Lender").
WITNESSETH:
WHEREAS, Lender, a Texas nonprofit corporation organized and existing under
Section 4A of the Texas Development Corporation Act of 1979, whose purpose is to promote
commerce in Port Arthur, Texas, has economic development funds available to be used for
loans to businesses and individuals located in Port Arthur,Texas,to create jobs and economic
growth in Port Arthur, Texas; and
WHEREAS,Borrower, doing business as KLV VENTURES,INC., is engaged in the
business of expanding its trucking and freight transportation business and is located within
the City of Port Arthur, Texas; and
WHEREAS, Borrower has requested Lender to loan to Borrower a loan in the sum of
$197,122.56 to be used for the purpose of purchasing approximately 2.814 of land located in
Port Arthur, Texas (the "Property"), with the note to be secured by a deed of trust in the
property and by the Borrower; and
WHEREAS, based on Borrower's representation,the Board of Directors of the City of
Port Arthur Section 4A Economic Development Corporation has determined that loaning such
sums of money to Borrower is necessary to promote new or expanded business development
in the City of Port Arthur, Texas; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained
and other good and valuable consideration, Borrower and Lender do hereby agree as follows:
ARTICLE I.
Loan Commitment
Subject to the terms, covenants and conditions hereinafter set forth, Lender hereby
agrees to lend, and Borrower agrees to borrow as follows:
A. Amount - A loan in the amount of$197,122.56 from the City of Port Arthur
Section 4A Economic Development Corporation to be funded at closing.
B. Interest Rate on the note - Four percent (4.00%) per annum from date of
funding.
C. Terms of repayment - The note will be paid in 108 equal monthly amortized
installments, the first installment being due and payable on or before the 151
day of April, 2018, and an additional installment being due and payable on or
before the same day of each succeeding month thereafter until the entire sum,
both principal and interest,on the note is paid in full.
ARTICLE IL
Purpose of Loan
The purpose of the loan is to purchase that certain property as more fully described in
Exhibit"A".
ARTICLE III.
Security for loan
The following security will be given by Borrower for benefit of Lender:
A. Note evidencing the loan.
B. First-lien deed of trust on the following described real property owned by
Borrower as described in Exhibit "A."
2
#1474531
ARTICLE IV.
Loan Documents
Borrower agrees that it will, at or prior to closing the loan, execute and deliver to
Lender the following described documents:
A. Note in the form which is attached hereto as Exhibit "B".
B. Deed of Trust in the form which is attached hereto as Exhibit "C".
(All of the above hereinafter called and referred to as Loan Documents.)
Borrower agrees that it will also deliver to Lender at or prior to closing true and correct
copies of all local, state and federal licenses and permits required and necessary for Borrower
to conduct its business at its business location in Port Arthur, Texas.
ARTICLE V.
Insurance Policies
Borrower will obtain and maintain, at Borrower's expense, casualty insurance policies
naming Lender under a mortgagee's loss payable clause,with financially sound and reputable
insurance carriers, satisfactory to Lender, with respect to the secured property described
above, against such casualties and contingencies and in such types and in an amount of not
less than the full insurable value of the property, and providing that Lender shall receive not
less than 10 days written notice prior to the cancellation of the policy. Borrower shall provide
copies of the policies or evidence of insurance to Lender.
ARTICLE VI.
Borrower's Warranties and Representations
Borrower represents and warrants to Lender that the following statements are true and
correct as of the date of execution of this loan agreement and will be true and correct so long
as Borrower owes Lender any funds.
A. Authority -
3
(11474531
Borrower, KLV VENTURES, INC., is a Texas corporation, and Fred Vernon, being
the of said company, is authorized to execute the Loan Documents
on behalf of said company and to borrow money in accordance with the terms of this
agreement and to do any and all things as set forth in this agreement.
B. Financial condition -
Any and all financial statements delivered or to be delivered to Lender are true and
correct and show the true and correct financial condition of Borrower.
C. No other liens -
There are no other liens or encumbrances on the collateral to be given as security as
provided for in this agreement, other than those granted or to be granted to Lender.
D. No litigation -
There are no actions, suits, or proceedings pending or, to the knowledge of Borrower,
threatened against or affecting Borrower.
E. Taxes -
Borrower has filed all required federal, state and local returns and has paid all taxes
and assessments as shown as they became due. Borrower agrees to continue to pay all
taxes of any type whatsoever, before the same become delinquent, until such time as
the indebtedness is repaid.
F. No Undocumented Workers -
Borrower does not and will not knowingly employ an undocumented worker.
Borrower understands that if, after receiving any public funds, Borrower is convicted
of a violation under 8 U.S.C. Section 1324a(f), Borrower shall repay the full amount
of public funds dispersed with interest, at the rate and according to the other terms
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provided in this Agreement, not later than the 120 day after the date Borrower is
notified by Lender of the violation.
ARTICLE VII.
Borrower's Affirmative Covenants
Borrower covenants and agrees that so long as any indebtedness is due and owing by
Borrower to Lender under the terms of the Loan Documents that:
A. Borrower will punctually pay or cause to be paid the principal and interest
becoming due on the indebtedness in accordance with the terms of the
promissory note, the loan documents, and this agreement.
B. Borrower will cause proper books of record and account to be made of its
business in accordance with generally accepted accounting procedures and will
furnish such books and accounts for inspection by Lender as requested.
C. Borrower will pay and promptly discharge all taxes, assessments, and
governmental charges or levies imposed upon it,before the same shall become
in default.
D. Borrower will cause the collateral given as security, as described above, to be
insured against all insurable perils.
E. Borrower will furnish Lender within thirty days after the end of the fiscal year
of Borrower annual financial statements, including a balance sheet and profit
and loss statements.
F. Borrower will provide Lender with evidence of Borrower obtaining all licenses
and permits required and necessary for Borrower to conduct its business at the
Port Arthur, Texas location, and will provide upon request from Lender
evidence that such licenses are maintained in good standing.
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G. Borrower will execute any other documents reasonably requested by Lender
in furtherance of this Loan Agreement.
ARTICLE VIII.
Borrower's Restrictive Covenants
Borrower covenants and agrees that so long as any indebtedness is due and owing by
Borrower to Lender under the terms of the Loan Documents, that:
A. Borrower will maintain management at all times satisfactory to Lender and
will notify Lender of any management changes.
B. Borrower will not create, assume, or incur any indebtedness providing for a
lien on the collateral given as security without written consent from Lender.
ARTICLE IX.
Default by Borrower
Borrower shall be deemed to be in default under this agreement and all of the Loan
Documents given in connection herewith on the happening of any one of the elements of
default as defined below.
A. Failure by Borrower to pay any principal and interest on the promissory note
covered under this agreement as the same becomes due and payable, whether
at maturity or by acceleration of maturity.
B. Default in the observance or performance of any of the covenants, warranties,
and representations, conditions, and agreements on the part of Borrower
contained in this agreement or the Loan Documents.
C. The use of the loan funds by Borrower for purposes other than the intended
purposes specified herein.
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D. Any false,misleading,or untrue representation or warranties made by Borrower
in any material respect in any financial statement furnished by Borrower to
Lender.
E. Any elements of default as set forth in any of the Loan Documents shall also
be deemed an element of default under the provisions of this agreement.
Each of the above shall be deemed an element of default,the occurrence of which shall,
at the option of Lender, mature all sums then due and owing to Lender and said sums then
due and owing shall be due and payable on demand, without presentation, protest or notice of
any kind, all of which are expressly waived by Borrower, including notice of intent to
accelerate the maturity and acceleration of maturity. Lender's failure to exercise this option
at any point in time shall in no way invalidate its right to exercise the option in future default
situations.
Should it become necessary to collect the monetary obligations of this Agreement
through an attorney, Borrower agrees to pay all costs of collecting these monies, including
reasonable attorneys' fees to the extent permitted by law, whether collected by suit,
foreclosure, or otherwise.
ARTICLE X.
Miscellaneous
A. This agreement and the Loan Documents shall be construed under and in
accordance with the laws of the State of Texas,and all obligations of the parties
created hereunder are performable in Jefferson County, Texas.
B. This agreement may not be changed, terminated, or modified orally or in any
other manner, other than by an agreement in writing, signed by all parties.
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MI47453I
C. If Borrower no longer uses the Property for trucking business the Borrower
agrees without the payment of any additional consideration and in
consideration of repayment of any costs and expenses incurred by PAEDC, to
deed the Property to PAEDC by special warranty deed for payment by
Borrower to PAEDC in the amount of$197,122.56.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN BORROWER AND LENDER AND MAY NOT BE CONTRADICTED BY
EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENT BETWEEN THE PARTIES.
DATED effective the day and year first above written.
BORROWER
KLV VENTURES,INC.
By:
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LENDER
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
By:
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EXHIBIT A
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND, BEING ALL OF TRACT 1 AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres")described in that certain instrument to the City of Port Arthur Section 4A Economic
Development Corporation, recorded under Clerk's File No. 2008036689 in the Official Public
Records of Jefferson County, Texas, and being all of Tract 1 and a portion of Reserve"A" of that
certain Replat titled "Tract 1 together with Reserve "A", a 7.268 acre Replat of a portion of Lot 6,
Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the Map
Records of Jefferson County,Texas"as recorded under Clerk's File No.2008040509 in the Official
Public Records of Jefferson County, Texas, and being more particularly described by metes and
bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies)for the most northerly corner of the said"7.268 acre"tract,the most northerly corner of the
said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667 acres"),
described in that certain instrument to Jefferson County Drainage District No. 7, recorded under
Clerk's File No. 2008006941 in the Official Public Records of Jefferson County, Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve "A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux &Gates" found for the most northerly corner of the said Tract 1 and
the most northerly corner and POINT OF BEGINNING of the herein described tract of land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said Tract
1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
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THENCE along and with the said curve to the right,having a radius of 15.00 feet, an arc length of
13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux &
Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to the
left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve "A" for the most southerly corner of the herein described tract of land;
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the"3.009
acres"tract,the southwesterly line of the said"7.268 acres"tract and the southwesterly line of the
said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete found in the
hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the most westerly
corner of the said "7.268 acres" tract, the most westerly corner of the Reserve "A" and the most
westerly corner of the herein described tract of land;
Thence North 46 deg. 29 min. 54 sec. East, along and with the said southeasterly right-of-way line
of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most westerly
northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore said Tract 1,
a total distance of 475.27 feet,and returning back to the POINT OF BEGINNING and containing
in area 2.814 acres of land, more or less.
EXHIBIT B
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NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THE INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER
NOTE
March , 2018
,Texas (the"Property").
1. BORROWER'S PROMISE TO PAY
In return for a loan that I have received (the "Loan"), I, Fred Vernon on behalf of KLV
Ventures, Inc. ("Borrower"), promise to pay U.S. $197,122.56 (this amount is called "principal"),
plus interest, to the order of the City of Port Arthur Section 4A Economic Development
Corporation (the "Lender"). The Lender is an economic development corporation organized and
existing under the laws of the State of Texas. The Lender or anyone who takes this Note by transfer
and who is entitled to receive payments under this Note is called the "Note Holder." The Loan is
being made in order to assist me in purchasing the Property.
2. INTEREST
Interest will be charged on unpaid principal until the full amount of principal has been paid.
I will pay interest at a yearly rate of 4%. The interest rate required by this Section 2 is the rate I will
pay except after any default described in Section 6(B) of this Note. Upon an event of Default,
Borrower agrees to pay interest at a yearly rate of 10%per annum.
3. PAYMENTS:
(A) Lender has provided the hereinabove described loan pursuant to Borrower. Borrower
shall repay the loan over a nine (9) year period in monthly installments in the amount of$2,176.42
starting on April 1,2018, see attached Amortization Schedule.
(B) The loan is securitized by a Deed of Trust executed and effective contemporaneously
with the execution of this Note.
(C) Defaults
Borrower agrees that if:(i)the Property is no longer used for the trucking business("Default"),
then Borrower,at Lender's option, is required to repay the principal.
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In the event of Defaults, the loan to be repaid shall be the difference between the principal
shown hereinabove and any forgiven portion of the principal.
4. BORROWER'S RIGHT TO PREPAY
I have the right to make payments of principal at any time before they are due. A payment of
principal only is known as a "prepayment." When I make a prepayment, I will tell the Note Holder
in writing that I am doing so.
I may make a full prepayment or partial prepayments without paying any prepayment charge.
The Note Holder will use all of my prepayments to reduce the amount of principal that I owe under
this Note. If I make a partial prepayment, there will be no changes in the due date or in the amount
of my monthly payment unless the Note Holder agrees in writing to those changes.
I have the right to prepay the principal amount of this Note,together with any accrued interest,
without any prepayment charge provided that such prepayment is in full and not in part.
5. LOAN CHARGES
If a law,which applies to this loan and which sets maximum loan charges,is finally interpreted
so that the interest or other loan charges collected or to be collected in connection with this loan
exceed the permitted limits,then: (i)any such loan charge shall be reduced by the amount necessary
to reduce the charge to the permitted limit; and (ii) any sums already collected from me which
exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund
by reducing the principal I owe under this Note or by making a direct payment to me. If a refund
reduces principal,the reduction will be treated as a partial prepayment.
6. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) Default
Defaults shall be as provided in Section 3(C)above.
(B) Notice of Default
If I am in default,the Note Holder may send me a written notice telling me that if I do not pay
the overdue amount by a certain date, the Note Holder may require me to pay immediately the full
amount of principal which has not been paid and all the interest that I owe on that amount. That date
must be at least 30 days after the date on which the notice is delivered or mailed to me.
(C) No Waiver By Note Holder
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Even if, at a time when I am in default, the Note Holder does not require me to pay
immediately in full as described above, the note Holder will still have the right to do so if I am in
default at a later time.
(D) Payment of Note Holder's Costs and Expenses
If the Note Holder has required me to pay immediately in full as described above, the Note
Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this
Note to the extent,not prohibited by applicable law. Those expenses include,for example,reasonable
attorneys'fees.
7. GIVING OF NOTICES
Unless applicable law requires a different method,any notice that must be given to me under
this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address
above or at a different address if I give the Note Holder a notice of my different address.
Any notice that must be given to the Note Holder under this Note will be given by mailing it
by first class mail to the Note Holder at 501 Procter Street, Suite 100,Port Arthur,Texas 77640 or at
a different address if I am given a notice of that different address.
8. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note,each person is fully and personally obligated to keep
all of the promises made in this Note,including the promise to pay the full amount owed. Any person
who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person
who takes over these obligations, including the obligations of a guarantor, surety or endorser of this
Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce
its rights under this Note against each person individually or against all of us together. This means
that any one of us may be required to pay all of the amounts owed under this Note.
9. WAIVERS
I and any other person who has obligations under this Note waive the rights of presentment
and notice of dishonor. "Presentment"means the right to require the Note Holder to demand payment
of amounts due. "Notice of dishonor" means the right to require the Note Holder to give notice to
other persons that amounts due have not been paid.
10. UNIFORM SECURED NOTE
This Note is a uniform instrument with limited variations in some jurisdictions. In addition
to the protections given to the Note Holder under this Note, a Subordinate Mortgage, Deed of Trust
or Security Deed (the "Subordinate Security Instrument"), dated the same date as this Note, protects
the Note Holder from possible losses which might result if I do not keep the promises which I make
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in this Note. The Subordinate Security Instrument is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the First Deed of Trust. The Subordinate
Security Instrument describes how and under what conditions I may be required to make immediate
payment in full of all amounts I owe under this Note. Some of those conditions are described as
follows:
Transfer of the Property or a Beneficial Interest in Borrower. Except for a conveyance to the
Trustee under the First Deed of Trust, if all or any part of the Property or any interest in it is sold or
transferred (or if a beneficial interest in Borrower is sold or transferred and Borrower is not a natural
person) without Lender's prior written consent(including a transfer of all or any part of the Property
to any person who, at initial occupancy of the Property, does not use the Property for affordable
housing as defined by the Lender in the, Lender may, at its option,require immediate payment in full
of all sums secured by this Security Instrument. However,this option shall not be exercised by Lender
if exercise is prohibited by federal law as of the date of this Security Instrument.
If Lender exercises this option, Lender shall give Borrower and the Senior Lien Holder prior
written notice of acceleration. The notice shall provide a period of not less than 30 days from the date
the notice is delivered or mailed within which Borrower must pay all sums secured by this Security
Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may
invoke any remedies permitted by this Security Instrument without further notice or demand on
Borrower.
BORROWER:
Fred Vernon on behalf of KLV Ventures, Inc.
EXHIBIT C
DEED OF TRUST
Date: , 2018
Grantor: KLV Ventures, Inc.
Grantors' Mailing Address
(including county):
(Jefferson County)
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Trustee: Guy N. Goodson
Trustee's Mailing Address: P.O. Box 4915
Beaumont, Texas 77704
(Jefferson County)
Beneficiary: City of Port Arthur
Section 4A Economic Development Corporation
Beneficiary's Mailing Address 501 Procter Street
(including county): Port Arthur, Texas 77740
(Jefferson County)
Note
Date: April 1, 2018
Amount: $197,122.56
Maker: KLV Ventures, Inc.
Payee: City of Port Arthur
Section 4A Economic Development Corporation
Final Maturity Date: March 1, 2027
Property:
The Property covered by this Instrument includes the Land and the following items,
whether now owned or hereafter acquired, all of which, including replacements and additions
thereto, shall be deemed to be and remain part of the Property covered by this Instrument, and all
rights, hereditaments and appurtenances pertaining thereto, all of which are referred to as the
"Property" as described in Exhibit A.
(a) Any and all buildings, improvements, and tenements now or hereafter attached to or
placed, erected, constructed, or developed on the Land;
(b) all fixtures, now or hereafter attached to Land or Improvements, that are necessary or
useful for the complete and comfortable use and occupancy of the Land and
Improvements;
(c) all water and water rights, timber, crops, and mineral interest pertaining to the Land;
(d) all building materials and fixtures now or hereafter delivered to and intended to be
installed in or on the Land or the Improvements;
(e) all plans and specifications for the Improvements;
(f) all Grantor's rights (but not Grantor's obligations)under any contracts tied to the Land
or the Improvements that cannot be transferred elsewhere for Grantor's use;
(g) all Grantor's rights(but not Grantor's obligations)under any documents,contract rights,
accounts, commitments, construction contracts (and all payment and performance
bonds, statutory or otherwise, issued by any surety in connection with any such
construction contracts, and the proceeds of such bonds), architectural contracts and
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engineering contracts arising from or by virtue of any transactions tied to the Land
or the Improvements that cannot be transferred elsewhere for Grantor's use;
(h) all permits,licenses, franchises,certificates,and other rights and privileges now owned
or held or hereafter obtained in connection with the Land and the Improvements;
(i) all development rights, utility commitments, water and wastewater taps, capital
improvement project contracts,utility construction agreements with any governmental
authority, including municipal utility districts, or with any utility companies (and all
refunds and reimbursements thereunder) tied to the Land or the Improvements;
(j) all proceeds, to the extent necessary to satisfy amounts owed to Beneficiary, arising
from or by virtue of the sale,lease or other disposition of the Land or the Improvements;
(k) all proceeds (including premium refunds), to the extent necessary to satisfy amounts
owed to Beneficiary, of each policy of insurance relating to the Land and the
Improvements;
(1) all proceeds, to the extent necessary to satisfy amounts owed to Beneficiary, from the
taking of any of the Land or the Improvements or any rights appurtenant thereto by
right of eminent domain or by private or other purchase in lieu thereof, including
change of grade of streets, curb cuts or other rights of access, for any public or quasi-
public use under any law;
(m)all right, title, and interest of Grantor in and to all streets, roads, public places,
easements, and rights-of-way, existing or proposed, public or private, adjacent to or
used in connection with, belonging or pertaining to the Land;
(n) all of the Leases,rents,royalties,bonuses, issues,profits,revenues,or other benefits of
the Land or the Improvements, including without limitation cash or securities
deposited pursuant to leases to secure performance by the tenants of their obligations
thereunder(subject to the Assignment of Rents made in Article V below); and
(o) other interest of every kind and character that Grantor now has or at any time hereafter
acquires in and to the Land and the Improvements, including rights of ingress and
egress and all reversionary rights or interests of Grantor with respect to such property
and all of Grantor's rights (but not Grantor's obligations) under any covenants,
conditions, and restrictions for the Land, as the same may be amended from time to
time,including Grantor's rights,title,and interests thereunder as declarant or developer,
if applicable.
Prior Lien(s)(including recording information): None.
Other Exceptions to Conveyance and Warranty:
This conveyance is made expressly SUBJECT TO any and all restrictions, covenants,
conditions, easements, right-of-ways, and mineral and/or royalty reservations of record, if
any, affecting this Property.
For value received and to secure payment of the Note, Grantor conveys the property to
Trustee in trust. Grantor warrants and agrees to defend the title to the property. If Grantor
performs all the covenants and pays the notes according to their terms,this deed of trust shall have
no further effect, and Beneficiary shall immediately release it at Grantor's expense.
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Grantor's Obligations
Grantor agrees to:
1. keep the property in good repair and condition;
2. pay all taxes and assessments on the property when due and, by January 31 of the
year immediately following, furnishing Beneficiary copies of tax receipts showing
that all such taxes and assessments have been paid;
3. preserve the lien's priority as it is established in this deed of trust;
4. maintain, in a form acceptable to Beneficiary, an insurance policy that
a. covers all improvements for their full insurable value as determined when the
policy is issued and renewed, unless Beneficiary approves a smaller amount in
writing;
b. contains an 80%coinsurance clause;
c. provides fire and extended coverage, including windstorm coverage;
d. protects Beneficiary with a standard mortgage clause;
e. provides flood insurance at any time the property is in a flood hazard area; and
f. contains such other coverage as Beneficiary may reasonably require;
5. comply at all times with the requirements of the 80%coinsurance clause;
6. deliver the insurance policy to Beneficiary and deliver renewals to Beneficiary
within twenty days before expiration;
7. keep any buildings occupied as required by the insurance policy; and
8. if this is not a first lien,pay al lien notes that Grantor is personally liable to pay and
abide by all prior lien instruments.
Beneficiary's Rights
1. Beneficiary may appoint in writing a substitute or successor trustee, succeeding to
all rights and responsibilities of Trustee;
2. If the proceeds of the Note are used to pay any debt secured by prior liens,
Beneficiary is subrogated to all of the rights and liens of the holders of any debt so
paid;
3. Beneficiary shall apply any proceeds received under the insurance policy to repair
or replace damaged or destroyed improvements covered by the policy, unless
Grantor is in default of the Note or Deed of Trust in which case insurance proceeds
may be applied to reduce Grantor's obligation under the Note or Deed of Trust;
4. If Grantor fails to perform any of Grantor's obligations, Beneficiary may perform
those obligations and be reimbursed by Grantor on demand at the place where the
Note is payable for any sums so paid, including attorney's fees, plus interest on
those sums from the dates of payments at the rate stated in the note for matured,
unpaid amounts. The sum to be reimbursed shall be secured by this deed of trust.
5. If Grantor defaults on the Note or fails to perform any of Grantor's obligations or
if default occurs on a prior lien note or other instrument, and the default continues
after Beneficiary gives Grantor notice of the default and the time within which it
must be cured,as may be required by law or by written agreement,then Beneficiary
may:
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a. Declare the unpaid principle balance and earned interest on the note
immediately due;
b. Request Trustee to foreclose this lien, in which case Beneficiary or
Beneficiary's agent shall give notice of the foreclosure sale, as provided by the
Texas Property Code as then amended; and
c. Purchase the property at any foreclosure sale by offering the highest bid and
such purchase shall fully and completely satisfy the Note.
Trustee's Duties
If requested by Beneficiary to foreclose this lien, Trustee shall:
1. Either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then amended;
2. Sell and convey all or part of the property to the highest bidder for cash with a
general warranty binding Grantor subject to prior liens and other exceptions to
conveyance and warranty; and
3. From the proceeds of the sale,pay in this order:
a. Expenses of foreclosure;
b. To Beneficiary,the full amount of principle, interest, attorney's fees, and other
charges due and unpaid;
c. Any amount required by law to be paid before payment to Grantor; and
d. To Grantor, any balance.
General Provisions
1. If any of the property is reconveyed under this deed of trust, Grantor shall
immediately surrender possession to the Beneficiary. If Grantor fails to do so,
Grantor shall become a tenant at sufferance of the Beneficiary, subject to an action
for forcible detainer.
2. Recitals in any Trustee's deed conveying the property will be presumed to be true.
3. Proceeding under this deed of trust, filing suit or pursuing any other remedy will
not constitute an election of remedies.
4. This lien shall remain superior to liens later created even if the time of payment of
all or part of the note is extended or part of the property is released.
5. If any portion of the Note cannot be lawfully secured by this deed of trust,payments
shall be applied first to discharge that portion.
6. Grantor assigns to Beneficiary all sums payable to or received by Grantor from
condemnation of all or part of the property, from private sale in lieu of
condemnation, and from damages caused by public works or construction on or
near the property. After deducting any expenses incurred,including attorney's fees,
Beneficiary may release any remaining sums to Grantor or apply such sums to
reduce the note Beneficiary shall not be liable for failure to collect or to exercise
diligence in collecting any such sums.
7. Grantor assigns to Beneficiary absolutely, not only as collateral, all present and
future rent and other income and receipts from the property. Leases are not
assigned. Grantor warrants the validity and enforceability of the assignment.
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8. Interest on the debt secured by this deed of trust shall not exceed the maximum
amount of nonusurious interest that may be contracted for,taken,reserved,charged,
or received under law; any interest in excess of that maximum amount shall be
credited on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment,any such excess shall be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on
the principal of the debt or,if the principal of the debt has been paid,refunded. This
provision overrides other provisions in this and all other instruments concerning the
debt.
9. When the context requires, singular nouns and pronouns include the plural.
10. The term Note includes all sums secured by this deed of trust.
1 1. This deed of trust shall bind,inure to the benefit of,and be exercised by successors
in interest of all parties.
12. If Grantor and Maker are not the same person, the term Grantor shall include
Maker.
13. If all or any part of the Property is sold, conveyed, leased for a period longer than
one (1) year, leased with the option to purchase, or otherwise sold (including
contract for deed), without the prior written consent of Beneficiary, then
Beneficiary may at its option declare the outstanding balance of the Note(s), plus
accrued interest to be immediately due and payable. The creation of a subordinate
lien, any sale thereunder, any deed under threat or order of condemnation, any
conveyance solely between Makers, the passage of title by reason of the death of a
Maker or by operation of law shall not be construed as a sale or conveyance of the
Property.
SIGNED AND AGREED TO on the day of , 2018.
GRANTOR:
KLV Ventures, Inc.
THE STATE OF TEXAS §
§ ACKNOWLEDGEMENT
COUNTY OF JEFFERSON §
BEFORE ME, THE UNDERSIGNED Notary Public, on this day personally appeared
, on behalf of KLV Ventures, Inc., known to me to be the person
whose name is subscribed to the foregoing instrument,and acknowledged to me that she executed the
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k1474531
same as the act and deed, for the purposes and consideration therein expressed, and the Capacities
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
,2018.
Notary Public,State of Texas
AFTER RECORDING RETURN TO:
Floyd Batiste
City of Port Arthur
Section 4A Economic Development Corporation
501 Procter
Port Arthur,Texas 77740
21
01474531
EXHIBIT A
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND,BEING ALL OF TRACT I AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres")described in that certain instrument to the City of Port Arthur Section 4A Economic
Development Corporation, recorded under Clerk's File No. 2008036689 in the Official Public
Records of Jefferson County,Texas, and being all of Tract 1 and a portion of Reserve "A" of that
certain Replat titled "Tract 1 together with Reserve "A", a 7.268 acre Replat of a portion of Lot 6,
Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the Map
Records of Jefferson County,Texas"as recorded under Clerk's File No.2008040509 in the Official
Public Records of Jefferson County, Texas, and being more particularly described by metes and
bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies)for the most northerly corner of the said"7.268 acre"tract,the most northerly corner of the
said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667 acres"),
described in that certain instrument to Jefferson County Drainage District No. 7, recorded under
Clerk's File No. 2008006941 in the Official Public Records of Jefferson County, Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve"A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux &Gates" found for the most northerly corner of the said Tract 1 and
the most northerly corner and POINT OF BEGINNING of the herein described tract of land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
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Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said Tract
1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
THENCE along and with the said curve to the right,having a radius of 15.00 feet, an arc length of
13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux &
Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to the
left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve "A" for the most southerly corner of the herein described tract of land;
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the"3.009
acres"tract,the southwesterly line of the said"7.268 acres"tract and the southwesterly line of the
said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete found in the
hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the most westerly
corner of the said "7.268 acres" tract, the most westerly corner of the Reserve "A" and the most
westerly corner of the herein described tract of land;
Thence North 46 deg. 29 min. 54 sec. East, along and with the said southeasterly right-of-way line
of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most westerly
northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore said Tract 1,
a total distance of 475.27 feet,and returning back to the POINT OF BEGINNING and containing
in area 2.814 acres of land, more or less.
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NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE
OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THE INSTRUMENT BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
NOTE
March ,2018
,Texas (the "Property").
1. BORROWER'S PROMISE TO PAY
In return for a loan that I have received (the "Loan"), I, Fred Vernon on behalf of KLV
Ventures, Inc. ("Borrower"), promise to pay U.S. $197,000(this amount is called "principal"),plus
interest, to the order of the City of Port Arthur Section 4A Economic Development
Corporation (the "Lender"). The Lender is an economic development corporation organized and
existing under the laws of the State of Texas. The Lender or anyone who takes this Note by transfer
and who is entitled to receive payments under this Note is called the "Note Holder." The Loan is
being made in order to assist me in purchasing the Property.
2. INTEREST
Interest will be charged on unpaid principal until the full amount of principal has been paid.
I will pay interest at a yearly rate of 4%. The interest rate required by this Section 2 is the rate I
will pay except after any default described in Section 6(B) of this Note. Upon an event of Default,
Borrower agrees to pay interest at a yearly rate of 10%per annum.
3. PAYMENTS:
(A) Lender has provided the hereinabove described loan pursuant to Borrower.
Borrower shall repay the loan over a nine (9) year period in monthly installments in the amount of
$2,176.42 starting on April 1, 2018, see attached Amortization Schedule.
(B) The loan is securitized by a Deed of Trust executed and effective
contemporaneously with the execution of this Note.
(C) Defaults
Borrower agrees that if: (i) the Property is no longer used for the trucking business
("Default"), then Borrower, at Lender's option, is required to repay the principal.
In the event of Defaults, the loan to be repaid shall be the difference between the principal
shown hereinabove and any forgiven portion of the principal.
4. BORROWER'S RIGHT TO PREPAY
I have the right to make payments of principal at any time before they are due. A payment
of principal only is known as a "prepayment." When I make a prepayment, I will tell the Note
Holder in writing that I am doing so.
I may make a full prepayment or partial prepayments without paying any prepayment
charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I
owe under this Note. If I make a partial prepayment, there will be no changes in the due date or in
the amount of my monthly payment unless the Note Holder agrees in writing to those changes.
I have the right to prepay the principal amount of this Note, together with any accrued
interest,without any prepayment charge provided that such prepayment is in full and not in part.
5. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan charges, is finally
interpreted so that the interest or other loan charges collected or to be collected in connection with
this loan exceed the permitted limits,then: (i)any such loan charge shall be reduced by the amount
necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from me
which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this
refund by reducing the principal I owe under this Note or by making a direct payment to me. If a
refund reduces principal,the reduction will be treated as a partial prepayment.
6. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) Default
Defaults shall be as provided in Section 3(C) above.
(B) Notice of Default
If I am in default, the Note Holder may send me a written notice telling me that if I do not
pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the
full amount of principal which has not been paid and all the interest that I owe on that amount.
That date must be at least 30 days after the date on which the notice is delivered or mailed to me.
(C) No Waiver By Note Holder
Even if, at a time when I am in default, the Note Holder does not require me to pay
immediately in full as described above, the note Holder will still have the right to do so if I am in
default at a later time.
(D) Payment of Note Holder's Costs and Expenses
N1474641 Page 2
If the Note Holder has required me to pay immediately in full as described above, the Note
Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this
Note to the extent not prohibited by applicable law. Those expenses include, for example,
reasonable attorneys'fees.
7. GIVING OF NOTICES
Unless applicable law requires a different method, any notice that must be given to me
under this Note will be given by delivering it or by mailing it by first class mail to me at the
Property Address above or at a different address if I give the Note Holder a notice of my different
address.
Any notice that must be given to the Note Holder under this Note will be given by mailing it
by first class mail to the Note Holder at 501 Procter Street, Suite 100, Port Arthur, Texas 77640 or
at a different address if I am given a notice of that different address.
8. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and personally obligated to
keep all of the promises made in this Note,including the promise to pay the full amount owed. Any
person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any
person who takes over these obligations, including the obligations of a guarantor, surety or endorser
of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may
enforce its rights under this Note against each person individually or against all of us together. This
means that any one of us may be required to pay all of the amounts owed under this Note.
9. WAIVERS
I and any other person who has obligations under this Note waive the rights of presentment
and notice of dishonor. "Presentment" means the right to require the Note Holder to demand
payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to give
notice to other persons that amounts due have not been paid.
10. UNIFORM SECURED NOTE
This Note is a uniform instrument with limited variations in some jurisdictions. In addition
to the protections given to the Note Holder under this Note, a Subordinate Mortgage, Deed of Trust
or Security Deed (the "Subordinate Security Instrument"),dated the same date as this Note,protects
the Note Holder from possible losses which might result if I do not keep the promises which I make
in this Note. The Subordinate Security Instrument is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the First Deed of Trust. The Subordinate
Security Instrument describes how and under what conditions I may be required to make immediate
payment in full of all amounts I owe under this Note. Some of those conditions are described as
follows:
/01474641
Page 3
Transfer of the Property or a Beneficial Interest in Borrower. Except for a conveyance to
the Trustee under the First Deed of Trust,if all or any part of the Property or any interest in it is sold
or transferred (or if a beneficial interest in Borrower is sold or transferred and Borrower is not a
natural person) without Lender's prior written consent (including a transfer of all or any part of the
Property to any person who, at initial occupancy of the Property, does not use the Property for
affordable housing as defined by the Lender in the, Lender may, at its option, require immediate
payment in full of all sums secured by this Security Instrument. However, this option shall not be
exercised by Lender if exercise is prohibited by federal law as of the date of this Security
Instrument.
If Lender exercises this option, Lender shall give Borrower and the Senior Lien Holder prior
written notice of acceleration. The notice shall provide a period of not less than 30 days from the
date the notice is delivered or mailed within which Borrower must pay all sums secured by this
Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period,
Lender may invoke any remedies permitted by this Security Instrument without further notice or
demand on Borrower.
BORROWER:
Fred Vernon on behalf of KLV Ventures,Inc.
a1474641
Page 4
DEED OF TRUST
Date: , 2018
Grantor: KLV Ventures, Inc.
Grantors' Mailing Address
(including county):
(Jefferson County)
Trustee: Guy N. Goodson
Trustee's Mailing Address: P.O. Box 4915
Beaumont,Texas 77704
(Jefferson County)
Beneficiary: City of Port Arthur
Section 4A Economic Development Corporation
Beneficiary's Mailing Address 501 Procter Street
(including county): Port Arthur, Texas 77740
(Jefferson County)
Note
Date: April 1, 2018
Amount: $197,122.56
Maker: KLV Ventures, Inc.
Payee: City of Port Arthur
Section 4A Economic Development Corporation
Final Maturity Date: March 1, 2027
Property:
The Property covered by this Instrument includes the Land and the following items,
whether now owned or hereafter acquired, all of which, including replacements and additions
thereto, shall be deemed to be and remain part of the Property covered by this Instrument, and all
rights, hereditaments and appurtenances pertaining thereto, all of which are referred to as the
"Property" as described in Exhibit A.
(a) Any and all buildings, improvements, and tenements now or hereafter attached to or
placed, erected, constructed, or developed on the Land;
(b) all fixtures, now or hereafter attached to Land or Improvements, that are necessary or
useful for the complete and comfortable use and occupancy of the Land and
Improvements;
(c) all water and water rights, timber, crops, and mineral interest pertaining to the Land;
(d) all building materials and fixtures now or hereafter delivered to and intended to be
installed in or on the Land or the Improvements;
(e) all plans and specifications for the Improvements;
(f) all Grantor's rights(but not Grantor's obligations)under any contracts tied to the Land
or the Improvements that cannot be transferred elsewhere for Grantor's use;
(g) all Grantor's rights(but not Grantor's obligations)under any documents,contract rights,
accounts, commitments, construction contracts (and all payment and performance
bonds, statutory or otherwise, issued by any surety in connection with any such
construction contracts, and the proceeds of such bonds), architectural contracts and
engineering contracts arising from or by virtue of any transactions tied to the Land
or the Improvements that cannot be transferred elsewhere for Grantor's use;
(h) all permits,licenses,franchises,certificates, and other rights and privileges now owned
or held or hereafter obtained in connection with the Land and the Improvements;
(i) all development rights, utility commitments, water and wastewater taps, capital
improvement project contracts,utility construction agreements with any governmental
authority, including municipal utility districts, or with any utility companies (and all
refunds and reimbursements thereunder)tied to the Land or the Improvements;
(j) all proceeds, to the extent necessary to satisfy amounts owed to Beneficiary, arising
from or by virtue of the sale,lease or other disposition of the Land or the Improvements;
(k) all proceeds (including premium refunds), to the extent necessary to satisfy amounts
owed to Beneficiary, of each policy of insurance relating to the Land and the
Improvements;
(1) all proceeds, to the extent necessary to satisfy amounts owed to Beneficiary, from the
taking of any of the Land or the Improvements or any rights appurtenant thereto by
right of eminent domain or by private or other purchase in lieu thereof, including
change of grade of streets, curb cuts or other rights of access, for any public or quasi-
public use under any law;
(m)all right, title, and interest of Grantor in and to all streets, roads, public places,
easements, and rights-of-way, existing or proposed, public or private, adjacent to or
used in connection with,belonging or pertaining to the Land;
(n) all of the Leases,rents,royalties,bonuses,issues,profits,revenues, or other benefits of
the Land or the Improvements, including without limitation cash or securities
deposited pursuant to leases to secure performance by the tenants of their obligations
thereunder(subject to the Assignment of Rents made in Article V below); and
(o) other interest of every kind and character that Grantor now has or at any time hereafter
acquires in and to the Land and the Improvements, including rights of ingress and
egress and all reversionary rights or interests of Grantor with respect to such property
and all of Grantor's rights (but not Grantor's obligations) under any covenants,
conditions, and restrictions for the Land, as the same may be amended from time to
time,including Grantor's rights,title,and interests thereunder as declarant or developer,
if applicable.
Prior Lien(s) (including recording information): None.
Other Exceptions to Conveyance and Warranty:
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This conveyance is made expressly SUBJECT TO any and all restrictions, covenants,
conditions, easements, right-of-ways, and mineral and/or royalty reservations of record, if
any, affecting this Property.
For value received and to secure payment of the Note, Grantor conveys the property to
Trustee in trust. Grantor warrants and agrees to defend the title to the property. If Grantor
performs all the covenants and pays the notes according to their terms,this deed of trust shall have
no further effect, and Beneficiary shall immediately release it at Grantor's expense.
Grantor's Obligations
Grantor agrees to:
1. keep the property in good repair and condition;
2. pay all taxes and assessments on the property when due and, by January 31 of the
year immediately following, furnishing Beneficiary copies of tax receipts showing
that all such taxes and assessments have been paid;
3. preserve the lien's priority as it is established in this deed of trust;
4. maintain, in a form acceptable to Beneficiary, an insurance policy that
a. covers all improvements for their full insurable value as determined when the
policy is issued and renewed, unless Beneficiary approves a smaller amount in
writing;
b. contains an 80%coinsurance clause;
c. provides fire and extended coverage, including windstorm coverage;
d. protects Beneficiary with a standard mortgage clause;
e. provides flood insurance at any time the property is in a flood hazard area; and
f. contains such other coverage as Beneficiary may reasonably require;
5. comply at all times with the requirements of the 80%coinsurance clause;
6. deliver the insurance policy to Beneficiary and deliver renewals to Beneficiary
within twenty days before expiration;
7. keep any buildings occupied as required by the insurance policy; and
8. if this is not a first lien, pay al lien notes that Grantor is personally liable to pay and
abide by all prior lien instruments.
Beneficiary's Rights
1. Beneficiary may appoint in writing a substitute or successor trustee, succeeding to
all rights and responsibilities of Trustee;
2. If the proceeds of the Note are used to pay any debt secured by prior liens,
Beneficiary is subrogated to all of the rights and liens of the holders of any debt so
paid;
3. Beneficiary shall apply any proceeds received under the insurance policy to repair
or replace damaged or destroyed improvements covered by the policy, unless
Grantor is in default of the Note or Deed of Trust in which case insurance proceeds
may be applied to reduce Grantor's obligation under the Note or Deed of Trust;
4. If Grantor fails to perform any of Grantor's obligations, Beneficiary may perform
those obligations and be reimbursed by Grantor on demand at the place where the
Note is payable for any sums so paid, including attorney's fees, plus interest on
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#1474625
those sums from the dates of payments at the rate stated in the note for matured,
unpaid amounts. The sum to be reimbursed shall be secured by this deed of trust.
5. If Grantor defaults on the Note or fails to perform any of Grantor's obligations or
if default occurs on a prior lien note or other instrument, and the default continues
after Beneficiary gives Grantor notice of the default and the time within which it
must be cured,as may be required by law or by written agreement,then Beneficiary
may:
a. Declare the unpaid principle balance and earned interest on the note
immediately due;
b. Request Trustee to foreclose this lien, in which case Beneficiary or
Beneficiary's agent shall give notice of the foreclosure sale, as provided by the
Texas Property Code as then amended; and
c. Purchase the property at any foreclosure sale by offering the highest bid and
such purchase shall fully and completely satisfy the Note.
Trustee's Duties
If requested by Beneficiary to foreclose this lien, Trustee shall:
1. Either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then amended;
2. Sell and convey all or part of the property to the highest bidder for cash with a
general warranty binding Grantor subject to prior liens and other exceptions to
conveyance and warranty; and
3. From the proceeds of the sale, pay in this order:
a. Expenses of foreclosure;
b. To Beneficiary, the full amount of principle, interest,attorney's fees,and other
charges due and unpaid;
c. Any amount required by law to be paid before payment to Grantor; and
d. To Grantor, any balance.
General Provisions
1. If any of the property is reconveyed under this deed of trust, Grantor shall
immediately surrender possession to the Beneficiary. If Grantor fails to do so,
Grantor shall become a tenant at sufferance of the Beneficiary, subject to an action
for forcible detainer.
2. Recitals in any Trustee's deed conveying the property will be presumed to be true.
3. Proceeding under this deed of trust, filing suit or pursuing any other remedy will
not constitute an election of remedies.
4. This lien shall remain superior to liens later created even if the time of payment of
all or part of the note is extended or part of the property is released.
5. If any portion of the Note cannot be lawfully secured by this deed of trust,payments
shall be applied first to discharge that portion.
6. Grantor assigns to Beneficiary all sums payable to or received by Grantor from
condemnation of all or part of the property, from private sale in lieu of
condemnation, and from damages caused by public works or construction on or
near the property. After deducting any expenses incurred,including attorney's fees,
Beneficiary may release any remaining sums to Grantor or apply such sums to
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#1474625
reduce the note Beneficiary shall not be liable for failure to collect or to exercise
diligence in collecting any such sums.
7. Grantor assigns to Beneficiary absolutely, not only as collateral, all present and
future rent and other income and receipts from the property. Leases are not
assigned. Grantor warrants the validity and enforceability of the assignment.
8. Interest on the debt secured by this deed of trust shall not exceed the maximum
amount of nonusurious interest that may be contracted for,taken,reserved,charged,
or received under law; any interest in excess of that maximum amount shall be
credited on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment,any such excess shall be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on
the principal of the debt or,if the principal of the debt has been paid,refunded. This
provision overrides other provisions in this and all other instruments concerning the
debt.
9. When the context requires, singular nouns and pronouns include the plural.
10. The term Note includes all sums secured by this deed of trust.
l l. This deed of trust shall bind,inure to the benefit of,and be exercised by successors
in interest of all parties.
12. If Grantor and Maker are not the same person, the term Grantor shall include
Maker.
13. If all or any part of the Property is sold, conveyed, leased for a period longer than
one (1) year, leased with the option to purchase, or otherwise sold (including
contract for deed), without the prior written consent of Beneficiary, then
Beneficiary may at its option declare the outstanding balance of the Note(s), plus
accrued interest to be immediately due and payable. The creation of a subordinate
lien, any sale thereunder, any deed under threat or order of condemnation, any
conveyance solely between Makers, the passage of title by reason of the death of a
Maker or by operation of law shall not be construed as a sale or conveyance of the
Property.
SIGNED AND AGREED TO on the day of , 2018.
GRANTOR:
KLV Ventures, Inc.
THE STATE OF TEXAS §
COUNTY OF JEFFERSON § ACKNOWLEDGEMENT
BEFORE ME, THE UNDERSIGNED Notary Public, on this day personally appeared
, on behalf of KLV Ventures, Inc., known to me to be the person
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#1474625
whose name is subscribed to the foregoing instrument,and acknowledged to me that she executed the
same as the act and deed, for the purposes and consideration therein expressed, and the Capacities
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
,2018.
Notary Public,State of Texas
AFTER RECORDING RETURN TO:
Floyd Batiste
City of Port Arthur
Section 4A Economic Development Corporation
501 Procter
Port Arthur,Texas 77740
EXHIBIT A
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND, BEING ALL OF TRACT 1 AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres")described in that certain instrument to the City of Port Arthur Section 4A Economic
Development Corporation, recorded under Clerk's File No. 2008036689 in the Official Public
Records of Jefferson County, Texas, and being all of Tract 1 and a portion of Reserve "A" of that
certain Replat titled "Tract 1 together with Reserve "A", a 7.268 acre Replat of a portion of Lot 6,
Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the Map
Records of Jefferson County,Texas"as recorded under Clerk's File No.2008040509 in the Official
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#1474625
Public Records of Jefferson County, Texas, and being more particularly described by metes and
bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies) for the most northerly corner of the said"7.268 acre"tract,the most northerly corner of the
said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667 acres"),
described in that certain instrument to Jefferson County Drainage District No. 7, recorded under
Clerk's File No. 2008006941 in the Official Public Records of Jefferson County, Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve"A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux&Gates" found for the most northerly corner of the said Tract 1 and
the most northerly corner and POINT OF BEGINNING of the herein described tract of land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said Tract
1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
THENCE along and with the said curve to the right,having a radius of 15.00 feet, an arc length of
13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux &
Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to the
left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve "A" for the most southerly corner of the herein described tract of land;
- 7 -
#1474625
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the"3.009
acres"tract,the southwesterly line of the said"7.268 acres"tract and the southwesterly line of the
said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete found in the
hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the most westerly
corner of the said "7.268 acres" tract, the most westerly corner of the Reserve "A" and the most
westerly corner of the herein described tract of land;
Thence North 46 deg.29 min. 54 sec. East, along and with the said southeasterly right-of-way line
of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most westerly
northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore said Tract 1,
a total distance of 475.27 feet,and returning back to the POINT OF BEGINNING and containing
in area 2.814 acres of land, more or less.
- 8 -
#1474625
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
The City of Port Arthur Section 4A Economic Development Corporation, a Texas
not-for-profit economic development corporation("Grantor")in consideration of the sum of TEN
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, to Grantor in
hand paid by KLV Ventures, Inc., a Texas corporation ("Grantee") the receipt of which is
hereby acknowledged, has GRANTED, SOLD and CONVEYED, to Grantee, all that certain
property situated in the County of Jefferson, State of Texas, described as in Exhibit A attached
hereto and incorporated herein (the"Property").
Grantor hereby reserves unto itself, its successors and assigns, any and all of the oil and
gas and their constituents, sulfur, coal, lignite, uranium, and other fissionable material,
geothermal energy, base and precious metals, rock, stone, gravel, and any other mineral
substances presently in or under the premises described in Exhibit A. The within reservation of
the aforesaid materials and minerals pertains to the exclusive right to execute any and all oil and
gas leases and any other mineral leases or other contractual arrangements whereby the right of
exploring, mining, removing and marketing of the hereinabove reserved minerals could be
transferred by Grantor to third parties, and the within reservation also pertains to the exclusive
right to receive any and all bonuses, royalties, shut-in and/or delayed marketing payments and
any other types of rental or lease payments associated with any of the aforementioned leases or
other contractual arrangements with third parties; together with the ownership of any future
reversionary oil and gas and their constituents, and other mineral rights, in total, upon the
expiration of any such lease or other contractual arrangement with third parties. The foregoing
reservation does not include a right to enter upon or use the surface of the premises described in
Exhibit A.
Grantor hereby reserves unto itself the right to repurchase the tract if Grantee fails to
develop the facilities (building) for user occupancy within the lesser of(i) eighteen months from
the closing of the purchase of the tract or(ii) any development timetable(s) within any Incentive
Agreement between PAEDC and Grantee. If construction has not been completed as specified in
the preceding sentence, PAEDC shall have the option to repurchase the property from the
purchaser (user) on the basis of the original purchase price per acre with the purchaser(user) to
bear all costs incurred by PAEDC in its exercise of its rights of repurchase, including but not
limited to, attorney fees, title and recording fees, closing costs and related expenses. This
repurchase option may be exercised at any time subsequent to the failure of construction to start
by the time period specified in this paragraph. Exercise of the option will be by formal action of
the PAEDC Board. Delivery of written notice of exercise of this option shall be the cause of an
immediate halt to development on the purchased tract(s)by the purchaser(user).
This conveyance is made subject to the following:
(1) easements and rights-of-way appearing of record in the office of the County Clerk
of Jefferson County,Texas;
(2) all covenants, restrictions, and all conditions and exceptions, reservations and
conveyances of minerals and/or royalties, oil and gas and/or mineral leases,
affecting the above described property, of record in the Office of the County
Clerk of Jefferson County, Texas, to the extent they are still in effect and relate to
the above described property;
(3) the treatment or storage of the following is prohibited:
• hazardous industrial waste, as defined by 30 Texas Administrative Code
("TAC") §335.1(60) (in accordance with RCRA of 1976 and 40 Code of
Federal Regulations("CFR")Part 261);
• hazardous waste, as defined by 30 TAC §335.1 (62) (in accordance with the
federal Solid Waste Disposal Act, as amended by RCRA, 42 United States
Code §§6901 et seq., as amended) and as determined by the procedures in 30
TAC §335.504;
Page 2
• hazardous waste constituent, as defined by 30 TAC §335.1(63) (listed in 40
CFR Part 261, Subpart D or in Table 1 of 40 CFR §261.24); and
• tanks, drums, or containers used for shipping or storing any material that has
been listed as a hazardous constituent in 40 code of Federal Regulations (40
CFR), Part 261, Appendix VIII but has not been listed as a commercial
chemical product in 40 CFR, §261.33(e)or(f);
(4) taxes on the above described property for 2018 and subsequent years not yet due and
payable; and
(5) all zoning laws, regulations and ordinances of municipal and other governmental
authorities, if any, but only to the extent that they are still in effect, relating to the
above described property.
Grantor has executed and delivered this Special Warranty Deed and has granted, bargained, sold,
and conveyed the Property to Grantee, and Grantee has received and accepted this Special Warranty
Deed and has purchased, received, and, accepted the Property, ON AN AS-IS, WHERE IS BASIS,
WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IT BEING THE INTENTION
OF GRANTOR AND GRANTEE TO EXPRESSLY REVOKE, RELEASE, NEGATE, AND
EXCLUDE ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES AS TO (i) THE CONDITION OF THE PROPERTY OR ANY ASPECT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR
HABITATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR
PURPOSE; (ii) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN
OR ENGINEERING OF ANY IMPROVEMENTS WHICH ARE PART OF THE PROPERTY
OR WHICH SERVE THE PROPERTY(the"IMPROVEMENTS"); (iii)THE QUALITY OF THE
LABOR OR MATERIAL INCLUDED IN THE IMPROVEMENTS; (iv) THE SOIL
CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS
WHICH AFFECT THE PROPERTY; (v) THE AREA, SIZE, SHAPE, CONFIGURATION,
LOCATION, CAPACITY, USE, DEVELOPMENT POTENTIAL, PURPOSE OR OTHER
CHARACTERISTIC CONCERNING OR RELATING TO THE PROPERTY; (v) ANY
FEATURES OR CONDITIONS AT OR WHICH AFFECT THE PROPERTY WITH RESPECT
TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, CASH FLOW,
OR OTHERWISE; (vi) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY
DESCRIPTION OF THE PROPERTY; (vii) ANY ENVIRONMENTAL, GEOLOGICAL,
METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE
ABSENCE THEREOF HERETOFORE, NOW, OR HEREAFTER AFFECTING IN ANY
MANNER ANY OF THE PROPERTY; AND (viii) ALL OTHER EXPRESS OR IMPLIED
WARRANTIES AND REPRESENTATIONS BY GRANTOR WHATSOEVER, EXCEPT
SOLELY THE SPECIAL WARRANTY OF TITLE EXPRESSLY SET FORTH IN THIS DEED
CONVEYING THE PROPERTY TO GRANTEE.
Page 3
TO HAVE AND TO HOLD, the said Property, together with all rights, hereditaments and
appurtenances thereto belonging, unto Grantee, its successors, heirs, and assigns forever. And
Grantor does hereby bind itself, its successors, heirs, executors, administrators, and personal
representatives to WARRANT AND FOREVER DEFEND the title to said Property unto Grantee,
its successors, heirs, and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof,by,through, or under Grantor,but not otherwise.
When Grantor or Grantee or both of them are more than one(1)person,or when Grantor or Grantee
or both of them are a corporation, limited liability company, partnership, trustee, administrator,
executor, or personal representative, this Deed shall read as though pertinent verbs, nouns, and
pronouns are changed correspondingly, and pronouns of the masculine gender where used herein
shall be construed to include persons of the female sex. When this Deed is executed by or to or by
and to a corporation, limited liability company or partnership, references to "hens, executors,
administrators,and personal representatives" shall be appropriately disregarded, and when this Deed
is executed by or to or by and to a natural person or persons, references to "successors" shall be
appropriately disregarded.
Grantee has joined in this Deed to evidence Grantee's acceptance of this Deed.
EXECUTED this the day of ,2018.
GRANTOR:
The City of Port Arthur Section 4A Economic
Development Corporation
By:
President
By:
Secretary
Accepted by GRANTEE:
KLV Ventures, Inc.
Page 4
By:
By:
Page 5
STATE OF TEXAS §
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the_day of , 2018,by
, President of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation,on behalf of such corporation.
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the_day of , 2018, by
, Secretary of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation, on behalf of such corporation.
Notary Public, State of Texas
Page 6
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the_day of , 2018,by
of KLV Ventures, Inc., on behalf of such corporation.
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the_day of ,2018, by
of KLV Ventures,Inc.,on behalf of such corporation.
Notary Public, State of Texas
GRANTEE'S MAILING ADDRESS:
KLV Ventures, Inc.
Page 7
Exhibit A
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND, BEING ALL OF TRACT 1 AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres") described in that certain instrument to the City of Port Arthur Section 4A
Economic Development Corporation,recorded under Clerk's File No. 2008036689 in the Official
Public Records of Jefferson County, Texas, and being all of Tract 1 and a portion of Reserve "A"
of that certain Replat titled "Tract 1 together with Reserve "A", a 7.268 acre Replat of a portion
of Lot 6, Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the
Map Records of Jefferson County, Texas" as recorded under Clerk's File No. 2008040509 in the
Official Public Records of Jefferson County, Texas, and being more particularly described by
metes and bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies) for the most northerly corner of the said "7.268 acre" tract, the most northerly corner of
the said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667
acres"), described in that certain instrument to Jefferson County Drainage District No. 7,
recorded under Clerk's File No. 2008006941 in the Official Public Records of Jefferson County,
Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve"A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found for the most northerly corner of the said Tract 1
and the most northerly corner and POINT OF BEGINNING of the herein described tract of
land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said
Tract 1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle
point corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
Page 8
THENCE along and with the said curve to the right, having a radius of 15.00 feet, an arc length
of 13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux
& Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to
the left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux &Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve"A" for the most southerly corner of the herein described tract of land;
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the
"3.009 acres" tract, the southwesterly line of the said "7.268 acres" tract and the southwesterly
line of the said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete
found in the hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the
most westerly corner of the said "7.268 acres"tract, the most westerly corner of the Reserve "A"
and the most westerly corner of the herein described tract of land;
Thence North 46 deg. 29 min. 54 sec. East, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most
westerly northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore
said Tract 1, a total distance of 475.27 feet, and returning back to the POINT OF BEGINNING
and containing in area 2.814 acres of land, more or less.
Page 9
EASEMENT FOR ROAD ACCESS
DATE: , 2018
GRANTOR: City of Port Arthur Section 4A Economic Development Corporation
GRANTOR'S MAILING ADDRESS: 501 Procter Street
Port Arthur,Texas 77640
(Jefferson County)
GRANTEE: KLV Ventures, Inc.
GRANTEE'S MAILING ADDRESS:
(Jefferson County)
EASEMENT PROPERTY:
Grantor owns that certain tract or parcel of land attached hereto as Exhibit "A" (the
"Property") which includes an area being sixty feet (60')in width which is depicted on the
map as Exhibit "B" attached hereto and incorporated herein for all purposes (the
"Easement").
EASEMENT PURPOSE:
To provide road access within the Easement,over and across the Property giving pedestrian
or vehicular access for Grantee and the general public for free and uninterrupted ingress to
and egress along Martin Flood Drive within Jefferson County, Texas and to provide
Grantee with areas necessary for roadways and related improvements, commonly known
as Martin Flood Drive and Gabby Eldridge Drive (the"Roadways").
DURATION OF EASEMENT:
The duration of the Easement is fifty(50) years.
CONSIDERATION:
The sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor,
and the agreement by Grantee to undertake any and all maintenance of the Roadways and
related improvements within the Easement.
RESERVATIONS FROM AND EXCEPTIONS TO EASEMENT RIGHTS:
Grantee takes subject to all encumbrances of record, and easements, rights-of-wayand
prescriptive rights, whether of record or not, that affect the Property.
GRANT OF EASEMENT:
Grantor, for the Consideration and subject to the Reservations from Exceptions to
Easement Rights (described above), conveys to Grantee, its successors and assigns an
easement over,on, and across the Property for the Easement Purpose together with all and
singular the rights and appurtenances thereto in any way belonging (collectively, the
"Easement"), to have and to hold the Easement to Grantee and its successors and assigns
for the term of the Easement. Grantor binds Grantor and its successors and assigns to
warrant and forever defend the title to the Easement in Grantee, its successors and assigns
against every person whomsoever lawfully claiming or to claim the Easement or any part
thereof, except as to the Reservations from Exceptions to Easement Rights to the extent
that such claim arises by, through, or under Grantor but not otherwise.
Terms and Conditions: The following terms and conditions apply to the Easement granted by
this Agreement:
1. Character of Easement The Easement is irrevocable for the term of the Easement.
The Easement is for the benefit of Grantee, its successors and assigns which at any time are using
the Roadway.
2. Reservation of Rights. Grantor reserves for Grantor, its successors and assigns the
right to continue to use and enjoy the surface of the Property and Easement for all purposes that
do not interfere with or interrupt the use or enjoyment of the Easement by Grantee for the Easement
purpose. Grantor reserves for Grantor, its successors and assigns the right to use all or part of the
Easement in conjunction with Grantee and the right to convey to others the right to use all or part
of the Easement in conjunction with Grantee, as long as such further conveyance is subject to the
terms of this Agreement.
3. Improvements to Easement or Property. (a) Grantor may make uses and
improvements within the Easement as necessary for use of its adjacent property including but not
limited to the construction of driveways and ingress and egress improvements as necessary for the
design, development, construction,use, operation and maintenance of Grantor facilities including
emergency management and fire protection. Any cost associated with Grantor's use of the
Easement shall be at its sole cost and expense. (b) In constructing any surface improvements on
the Easement, including driveways or ingress and egress improvements, Grantor shall design and
construct such improvements with drainage facilities, including but not limited to culverts, as
necessary to maintain the current drainways in, on or along the Easement. (c) If Grantee wishes
to improve the Easement or to make other improvements in and along the Property in furtherance
of the rights and benefits conferred by this Agreement, Grantee shall do so at its sole cost and
expense save and except if it provides prior notice to the Grantor,and Grantor agrees to share costs
of improvements to the Easement or the Property. Upon any agreement to share costs proposed
#1480010 Page 2
for improvements to the Easement or the Property,Grantor and Grantee agree to negotiate in good
faith to determine the proportionate share of any such cost of improving or maintaining the
Easement and Property as necessary and beneficial to accomplish the Easement purpose. (d)
Grantee shall not be entitled to construct any additional surface drainage improvements in, on or
along the Easement, and Grantee agrees that should any additional drainage improvements be
required for in, on or along the Easement, Grantee shall make all such drainage improvements
underground with appropriately designed and constructed surface drainage inlets.
4. Equitable Rights of Enforcement. This Agreement may be enforced by restraining
orders and injunctions (temporary or permanent) prohibiting interference and commanding
compliance. Restraining orders and injunctions will be obtainable on proof of the existence of
interference or threatened interference, without the necessity of proof of inadequacy of legal
remedies or irreparable harm, and will be obtainable only by the parties to or those benefited by
this agreement; provided, however, that the act of obtaining an injunction or restraining order will
not be deemed to be an election of remedies or a waiver of any other rights or remedies available
at law or in equity.
5. Attorney's Fees. If any party retains an attorney to enforce this Agreement, the
party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other
costs.
6. Binding Effect. This Agreement binds and inures to the benefit of the parties and
their respective successors and permitted assigns.
7. Choice of Law. This Agreement will be construed under the laws of the state of
Texas, without regard to choice-of-law rules of any jurisdiction. Venue is in Jefferson County,
Texas.
8. Counterparts. This Agreement may be executed in any number of counterparts
with the same effect as if all signatory parties had signed the same document.All counterparts will
be construed together and will constitute one and the same instrument.
9. Waiver of Default. It is not a waiver of or consent to default if the non-defaulting
party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies
set forth in this agreement does not preclude pursuit of other remedies in this agreement or
provided by law.
10. Further Assurances. Each signatory party agrees to execute and deliver any
additional documents and instruments and to perform any additional acts necessary or appropriate
to perform the terms, provisions, and conditions of this Agreement and all transactions
contemplated by this agreement.
11. Indemnity. Each party agrees to indemnify, defend, and hold harmless the other
party from any loss, attorney's fees, expenses, or claims attributable to breach or default of any
provision of this Agreement by the indemnifying party.
141480010
Page 3
12. Integration. This Agreement contains the complete agreement of the parties and
cannot be varied except by written agreement of the parties.The parties agree that there are no oral
agreements,representations, or warranties that are not expressly set forthherein.
13. Legal Construction. If any provision in this Agreement is for any reason
unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among
the parties,the unenforceability will not affect any other provision hereof,and this Agreement will
be construed as if the unenforceable provision had never been a part of the Agreement. Whenever
context requires,the singular will include the plural and neuter include the masculine or feminine
gender, and vice versa. Article and section headings in this Agreement are for reference only and
are not intended to restrict or define the text of any section. This Agreement will not be construed
more or less favorably between the parties by reason of authorship or origin of language.
14. Notices. Any notice required or permitted under this Agreement must be in writing.
Any notice required by this Agreement will be deemed to be delivered(whether actually received
or not)when deposited with the United States Postal Service,postage prepaid,certified mail,return
receipt requested, and addressed to the intended recipient at the address shown in this Agreement.
Notice may also be given by regular mail, personal delivery, courier delivery, facsimile
transmission, or other commercially reasonable means and will be effective when actually
received. Any address for notice may be changed by written notice delivered as provided herein.
15. Recitals. Any recitals in this agreement are represented by the parties to be accurate,
and constitute a part of the substantive Agreement.
16. Time. Time is of the essence. Unless otherwise specified, all references to "days"
mean calendar days. Business days exclude Saturdays, Sundays, and legal public holidays. If the
date for performance of any obligation falls on a Saturday, Sunday, or legal public holiday, the
date for performance will be the next following regular business day.
EXECUTED THIS DAY OF , 2018.
41480010 Page 4
GRANTOR:
City of Port Arthur Section 4A Economic
Development Corporation
By:
President
GRANTEE:
KLV Ventures, Inc.
By:
Its:
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on this the day of ,2018,
by Ingrid Holmes, President of the City of Port Arthur Section 4 A Economic Development
Corporation, who acknowledged to me that the foregoing instrument was executed as the act and
deed of the City of Port Arthur Section 4A Economic Development Corporation, for the purposes
and consideration expressed therein, and in witness thereof, I hereunto set my hand and official
seal.
Notary Public, State of Texas
P1480010
Page 5
THE STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on this the day of , 2018, by
Fred Vernon, KLV Ventures, Inc. its , who acknowledged to
me that the foregoing instrument was executed as the act and deed of KLV Ventures, Inc., for the
purposes and consideration expressed therein, and in witness thereof, I hereunto set my hand and
official seal.
Notary Public, State of Texas
AFTER RECORDING, RETURN TO:
EXHIBIT A
#1480010
Page 6
LOT 1 (2.814 ACRES)
DESCRIPTION OFA 2.814 ACRES TRACT OF LAND, BEING ALL OF TRACT 1 AND
A PORTION OF RESERVE "A"OF THAT CERTAIN REPLAT
RECORDED UNDER CLERK'S FILE NO. 2008040509
IN THE OFFICAIL PUBLIC RECORDS OF JEFFERSON COUNTY, TEXAS
Being a 2.814 acre tract or parcel of land and being a part of that certain tract of land (called
"7.268 acres")described in that certain instrument to the City of Port Arthur Section 4A Economic
Development Corporation, recorded under Clerk's File No. 2008036689 in the Official Public
Records of Jefferson County, Texas, and being all of Tract 1 and a portion of Reserve "A" of that
certain Replat titled "Tract 1 together with Reserve "A", a 7.268 acre Replat of a portion of Lot 6,
Block 7, Range "I", Port Arthur Land Company Subdivision, Volume 1, Page 22, in the Map
Records of Jefferson County,Texas"as recorded under Clerk's File No.2008040509 in the Official
Public Records of Jefferson County, Texas, and being more particularly described by metes and
bounds as follows:
FOR LOCATIVE PURPOSES COMMENCING at a 1/2" steel rod with cap marked "Soutex"
found located in the southeasterly right-of-way line of State Highway No. 73 (right of way width
varies)for the most northerly corner of the said"7.268 acre"tract,the most northerly corner of the
said Reserve "A" and the most westerly corner of that certain tract of land (called "7.667 acres"),
described in that certain instrument to Jefferson County Drainage District No. 7, recorded under
Clerk's File No. 2008006941 in the Official Public Records of Jefferson County, Texas;
Thence South 46 deg. 29 min. 54 sec. West, along and with the said southeasterly right-of-way
line of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract and the most
northerly northwest line of the said Reserve "A", a total distance of 60.90 feet, to a 1/2" steel rod
with cap marked "Arceneaux & Gates" found for the most northerly corner of the said Tract 1 and
the most northerly corner and POINT OF BEGINNING of the herein described tract of land;
Thence South 53 deg. 22 min. 19 sec. East, along and with the northeasterly line of the said Tract
1, a total distance of 206.53 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
Thence South 08 deg. 22 min. 19 sec. East, along and with the most easterly line of the said Tract
1, a total distance of 14.14 feet, to an "X" found scribed in concrete sidewalk for an angle point
corner of the said Tract 1 and an angle point corner of the herein described tract of land;
THENCE South 36 deg. 37 min. 41 sec. West, along and with the southeasterly line of the said
Tract 1 and a southwesterly extension of the said southeasterly line of Tract 1, a total distance of
237.40 feet, to a 1/2" steel rod with cap marked "Arceneaux & Gates" found for the Point of
Curvature of a curve to the right;
THENCE along and with the said curve to the right, having a radius of 15.00 feet, an arc length of
13.09 feet, a central angle of 49 deg. 59 min. 41 sec., a chord length of 12.68 feet and a chord
N1480010 Page 7
bearing of South 61 deg. 37 min. 32 sec. West, to a 1/2" steel rod with cap marked "Arceneaux &
Gates" found for the Point of Reverse Curvature of the said curve to the right with a curve to the
left;
THENCE along and with the said curve to the left, having a radius of 55.00 feet, an arc length of
133.92 feet, a central angle of 139 deg. 30 min. 31 sec., a chord length of 103.20 feet and a chord
bearing of South 16 deg. 20 min. 07 sec. West, to an "X" found scribed in concrete walk for an
easterly corner of the herein described tract of land;
THENCE South 37 deg. 06 min. 51 sec. West, a total distance of 114.99 feet, to a 1/2" steel rod
with cap marked "Arceneaux &Gates" found in the northeasterly line of that certain tract of land
(called "3.009 acres") described in that certain instrument to C.G.B.M. Global, LLC, recorded
under Clerk's File No. 2012042327 in the Official Public Records of Jefferson County, Texas,
southwesterly line of the hereinbefore said "7.268 acres" tract and southwesterly line of the
hereinbefore said Reserve"A" for the most southerly corner of the herein described tract of land;
Thence North 52 deg. 53 min. 09 sec. West along and with the said northeasterly line of the"3.009
acres"tract, the southwesterly line of the said "7.268 acres"tract and the southwesterly line of the
said Reserve "A", a total distance of 326.57 feet, to a 1/2" pinch pipe in concrete found in the
hereinbefore said southeasterly right-of-way line of State Highway No. 73, for the most westerly
corner of the said "7.268 acres" tract, the most westerly corner of the Reserve "A" and the most
westerly corner of the herein described tract of land;
Thence North 46 deg. 29 min. 54 sec. East,along and with the said southeasterly right-of-way line
of State Highway No. 73, the northwesterly line of the said "7.268 acre" tract, the most westerly
northwest line of the said Reserve "A" and the northwesterly line of the hereinbefore said Tract 1,
a total distance of 475.27 feet,and returning back to the POINT OF BEGINNING and containing
in area 2.814 acres of land,more or less.
EXHIBIT B
[INSERT MAP]
51480010 Page 8
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