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PR 20471: LNG HOLDING, LLC, WATER DISTRIBUTION LINES
P.R. No. 20471 09/17/18 ds/ht Page 1 of 2 RESOLUTION NO. A RESOLUTION APPROVING THE ASSET RELOCATION AGREEMENT WITH PORT ARTHUR LNG HOLDINGS,LLC AND THE CITY OF PORT ARTHUR FOR THE PURPOSE OF RELOCATING EXISTING WATER DISTRIBUTION LINES TO NEW UTILITY EASEMENTS WITHIN THEIR PROPERTY FOR FUTURE DEVELOPMENT WHEREAS, pursuant to Resolution No. 18-170, City Council authorized the City Manager to enter into a preliminary Relocation Agreement with Port Arthur LNG Holdings, LLC with respect and anticipation of future developments of their existing property; and WHEREAS, the preliminary agreement is necessary for the purposes of preliminary design,construction,replacement and relocation of existing water distribution lines to a new utility easement within their facility; and WHEREAS,Port Arthur LNG Holdings,LLC now wish to enter into an Asset Relocation Agreement in its complete form, in order to govern the relocation or replacement of the facilities in a different location on the property as well as the amendment of existing easements; and WHEREAS, the design, procurement and installation of such relocation or replacement will be performed by Port Arthur LNG and all of the forgoing activities will be done at the cost of Port Arthur LNG Holding. NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT, the City Council hereby approves the Asset Relocation Agreement between the City of Port Arthur and Port Arthur LNG Holdings, LLC, in substantially the same form, contingent upon the approval of the City Attorney, attached hereto as Exhibit"A"; and, THAT,the Asset Relocation Agreement shall be filed for record in the office of the County Clerk of Jefferson County, Texas; and, THAT,a copy of the caption of this Resolution be spread upon the Minutes of the City Council. P.R. No. 20471 09/17/18 ds/ht Page 2 of 2 READ, ADOPTED, AND APPROVED THIS day of , 2018, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor . Councilmembers: NOES: . Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard City Secretary AP 'ROVED AS TO FORM: (1,4 -40 15"' k-12-ka-e - Valecia Nu eno U City Attorney APPROVED FOR ADMINISTRATION: Harvey Robinson Interim City Manager Dr. Hani Tohme, P.E. Director of Utilities/Public Works EXHIBIT A ASSET RELOCATION AGREEMENT BETWEEN CITY OF PORT ARTHUR AND PORT ARTHUR LNG HOLDINGS,LLC This Asset Relocation Agreement ("Agreement") is entered into to be effective as of , 2018 ("Effective Date") between City of Port Arthur ("Grantee") and Port Arthur LNG Holdings, LLC, a Delaware limited liability company ("Landowner"). Grantee and Landowner are individually referred to herein as a"Party"and jointly referred to as the"Parties". 1. RECITALS. 1.1. Landowner is the fee owner of certain real property located in Jefferson County, Texas (the"Property")as described and depicted in attached Exhibit A. 1.2. Grantee is the holder of certain rights and interests to occupy, use and access a portion of the Property for the operation of its facilities consisting of approximately 2.9 miles of a combination of 12- inch, 16-inch and 20-inch waterline including existing fittings, valves and other associated appurtenances ("Grantee's Facilities") pursuant to that certain Judgment on the Amended Declaration of Taking dated March 9, 1944, and recorded in the Official Records of Jefferson County, Texas ("Official Records") at Volume 549,Page 14,attached to this Agreement as Exhibit B("Existing Easement"). 1.3. In connection with the future development of the Property, Landowner desires to cause the abandonment of a portion of Grantee's Facilities("Abandoned Facilities") located on a portion of the Property subject to the Existing Easement ("Abandoned Easement Property"). The Abandoned Facilities and Abandoned Easement Property are more particularly described on Exhibit C to this Agreement. 1.4. Grantee is willing to accept the grant of a new easement by Landowner on the Property, granting Grantee the rights to operate and maintain Grantee's Facilities, including the Replacement Facilities (as defined herein), but excluding the Abandoned Facilities and the Abandoned Easement Property, in substantially the form of the Grant of Easement attached hereto as Exhibit D ("New Easement"), complete the Interconnection (as defined herein), perform applicable Decommissioning (as defined herein), and abandon and assign, to the extent assignable, all Grantee's rights to the Abandoned Facilities and Abandoned Easement Property, provided that the design, procurement and installation of such Replacement Facilities will be performed by Landowner and all of the foregoing activities will be done at the cost of Landowner on the terms and conditions set forth herein. NOW, THEREFORE, IN CONSIDERATION OF TEN AND NO/100 DOLLARS ($10.00) IN HAND RECEIVED AND IN CONSIDERATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF ALL OF WHICH IS AGREED AND ACKNOWLEDGED, THE PARTIES AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 2. RELOCATION. 2.1. Landowner and Grantee Obligations. Landowner shall be responsible for the procurement, design and installation of the replacement facilities as described on the Exhibit E 1 ("Replacement Facilities") on that portion of the Property to be more particularly described and depicted in the New Easement in accordance with the Plans and Specifications (defined below). Landowner shall also be responsible for any required removal of the Abandoned Facilities undertaken by Landowner after the transfer of ownership in accordance with Section 3.3, subject to Section 2.7. Grantee shall be responsible for the Interconnection(as defined below)of the Replacement Facilities to Grantee's Facilities and for the abandonment/decommissioning of the Abandoned Facilities, as provided herein. 2.2. Plans and Specifications. Landowner has retained Universal Pegasus International ("Landowner's Engineer")to prepare plans and specifications for the Replacement Facilities. Such plans and specifications dated August 20, 2018 are attached hereto as Exhibit J, and have been approved by Grantee prior to execution of this Agreement(the "Plans and Specifications"). Landowner will cause the construction of the Replacement Facilities to be completed in accordance with the Plans and Specifications ("Construction"). The Construction of the Replacement Facilities will include approximately 3.6 miles of 30-inch waterline for transportation of potable water, including required fittings, valves and other associated appurtenances, as more particularly described in Exhibit J. Any subsequent modification of the Plans and Specifications by Landowner (other than minor changes required by field conditions) must be reviewed and approved in writing by Grantee, such approval not to be unreasonably withheld. Grantee acknowledges that Landowner may, at its own expense, in Grantee's name, Landowner's name, or both, file applications with federal, state,and local governmental agencies for the permits or approvals necessary or convenient for the Construction (collectively, "Project Permits"). Grantee hereby authorizes Landowner, its successors and/or assignees to act as its agent and on its behalf in applying for any Project Permits and shall (at no out of pocket cost to Grantee) reasonably assist with and cooperate in the acquisition of Project Permits. 2.3. Process during Construction. Landowner shall retain qualified contractor(s) (the "Contractor") to complete the Construction. Landowner may begin Construction at any time after the receipt of the Project Permits. Landowner shall make commercially reasonable efforts to provide Grantee with not less than twenty-one (21) days' notice of the commencement of Construction and shall provide monthly reports regarding the progress of Construction. Grantee shall have the option to designate a qualified representative who is an authorized agent of Grantee("Grantee's Representative")to be present on-site to inspect the Construction,to develop the Punch List, and provide Final Acceptance (each defined in Section 2.4). Grantee and Grantee's Representative shall communicate solely with Landowner and not with Contractor regarding the results of their onsite inspections. Grantee acknowledges and accepts the risk of such inspections of the Construction, and Grantee hereby indemnifies Landowner and holds Landowner and the Contractor harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities,costs and expenses (which shall include,without limitation, attorneys' fees and disbursements), suffered or incurred by Landowner and arising out of or in connection with Grantee's and/or Grantee's Representative's (including any employees, agents or contractors of Grantee) entry upon the Property and inspections and other activities conducted thereon related thereto. 2.4 Final Acceptance of the Replacement Facilities. Within ten (10) business days of substantial completion of the Construction("Substantial Completion"), Landowner shall provide written notice thereof to Grantee's Representative("Notice of Substantial Completion"). Following issuance of the Notice of Substantial Completion, Grantee shall have ten (10) business days ("Review Period") to conduct any additional inspections and provide Landowner a mutually agreed upon list of items, to the extent the Replacement Facilities are materially inconsistent with the Plans and Specifications, to be completed by Contractor following Substantial Completion ("Punch List"). If a proposed Punch List is provided by Grantee, Landowner shall promptly cause the completion or correction of such items and upon such correction and completion, Grantee's Representative shall then issue a written acceptance of the Replacement Facilities and the Construction in the form attached hereto as Exhibit I ("Final Acceptance"). If the Grantee does not provide a proposed Punch List to Landowner before the end of the Review Period, then upon the expiration of the Review Period, the Replacement Facilities shall be 2 deemed to be substantially completed in accordance with the Plans and Specifications and Grantee's Representative shall issue a Final Acceptance. Whenever—possible,Landowner or the Contractor shall obtain industry standard warranties for work performed in connection with the Construction (collectively, "Project Warranties"), and, to the extent assignable, shall assign Grantee any available Project Warranties in the Replacement Facilities Bill of Sale defined in Section 3.3 below. 2.5 Interconnection. Landowner shall notify Grantee when the Replacement Facilities are available for interconnection ("Availability Notice") and shall transfer ownership of Replacement Facilities to Grantee in accordance with Section 3.3. Grantee Landowner shall (except for Grantee Environmental Costs, as defined below), connect and tie-in the Replacement Facilities to Grantee's Facilities (the "Interconnection") and Grantee willplace the Replacement Facilities in service within twenty-one (21) days after receiving Landowner's Availability Notice. Grantee agrees to permit Landowner to . - •• ••- .. -. .•. . - . . . ' • . •. utilize the services of Contractor to perform the Interconnection in order to minimize delays. Grantee will coordinate the timing of the Interconnection and use of Contractor with Landowner to minimize interference with other easement holders and any other work on the Property. Grantee shall thereafter be responsible for all operation, maintenance, repair and disposition of the Replacement Facilities and Landowner shall have no further obligations with respect to the Replacement Facilities. Grantee shall complete any and all decommissioning activities on the Abandoned Facilities within fourteen (14) days of placing the Replacement Facilities in service and obtain applicable regulatory approvals/certifications from governmental authorities with respect thereto ("Decommissioning"). Decommissioning will include pigging, flushing, decontamination, filling (if applicable), and plugging or capping of each line by Grantee in compliance with applicable regulations and pursuant to mutually agreed specifications, followed by abandonment in place. Such Decommissioning shall include obtaining any and all additional permits other than the Project Permits in connection with the Interconnection and Decommissioning for which Grantee is responsible pursuant to this Section 2.5 or in otherwise in connection with the operation and maintenance of the Replacement Facilities from the Texas Railroad Commission or other applicable entity. Grantee shall transfer ownership of the Abandoned Facilities and any related easements to Landowner in accordance with Section 3.3. Landowner shall have the right to inspect and approve the Decommissioning prior to the transfer of ownership of the Abandoned Facilities. Landowner shall reimburse Grantee payfor performing the Interconnection and Decommissioning in accordance with Section 4 below. 2.6. Delays. Grantee acknowledges Landowner will be irreparably injured by a failure by Grantee(a)to provide Final Acceptance by the end of the Review Period and, if applicable the completion of any Punch List items, in each case in accordance with Section 2.4; (b) to cooperate in good faith with the process for obtaining Project Permits; and (c) to promptly complete the Interconnection and Decommissioning in accordance with Section 2.5. In addition to any other remedies available at law or in equity, Landowner shall be entitled to relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by Grantee. Such equitable relief shall be in addition to any damages or other remedies provided by law and otherwise available to the Landowner. 2.7 Indemnity. Grantee shall indemnify and hold Landowner harmless to the extent of the Grantee's liability coverage through the Texas Municipal League's Intergovernmental Risk Pool.for any costs, expenses or damages Landowner incurs for environmental or hazardous materials contamination in or near the Abandoned Easement Property caused by Grantee or Grantee's Facilities ("Grantee Environmental Costs"). The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. 2.9 Crossing Rights. Landowner may require crossing/non-interference rights for road, utility, communication line, and transmission line crossings or other crossings in connection with the future development of the Property and the relocation of other third-party easement holders' facilities within the 3 Property. To the extent identified by Landowner at such time, such crossing/non-interference rights shall be set forth in the New Easement. Further, Grantee shall promptly cooperate to execute and deliver any additional crossing agreement reasonably requested by Landowner in connection with Landowner's existing or future use of the Property. Grantee acknowledges that the New Easement may require the Replacement Facilities to cross certain real property within a drainage channel currently owned by the State of Texas Parks and Wildlife Department ("TPWD") (as depicted on Exhibit A, the "Channel"); if the Replacement Facilities cross the Channel and the Channel is not or will not be owned by Landowner as of the date of execution of the New Easement, then Landowner (with the cooperation of Grantee) shall facilitate a commercially reasonable instrument between Grantee and TPWD providing the necessary crossing rights("TPWD Instrument"). 3. EASEMENT AMENDMENT AND AS-BUILT SURVEY 3.1. Recordation of Easement. Upon Final Acceptance, Landowner and Grantee shall promptly execute the New Easement which shall include a metes and bounds legal description reflecting the as-designed location of Grantee's Facilities. Within five(5)days of Final Acceptance,a fully-executed original of the New Easement shall be delivered to the Stewart Title Guaranty Company (the "Title Company")at the address set forth in Section 5 below. 3.2. As-Built Location. Landowner shall deliver to Grantee a survey showing the as-built location of the Replacement Facilities ("As-Built Location") within thirty (30) days of completion of the overall as-built survey of the relocated adjacent facilities. In the event of any discrepancy between the location of the Replacement Facilities depicted in the New Easement and in the As-Built Survey, Landowner and Grantee shall provide to Title Company a revised metes and bounds legal description to the New Easement reflecting the As-Built Location and authorize Title Company to replace the legal description attached to the New Easement. 3.3. Transfer Documents. In connection with the herein described Construction and Interconnection of the Replacement Facilities and Decommissioning and transfer of the Abandoned Facilities,the following transfer documents shall be executed as provided below: (a) As soon as practicable, but no more than five(5)days after Final Acceptance: (i) Landowner shall execute and deliver to Grantee a bill of sale conveying the Replacement Facilities to Grantee in the form attached to this Agreement as Exhibit E ("Replacement Facilities Bill of Sale"); and (i) Landowner shall deliver to Grantee any Department of Transportation ("DOT")documents regarding the Replacement Facilities. (b) As soon as practicable, but no more than five (5) days after completing the Interconnection: (i) Grantee shall deliver to Title Company an executed and acknowledged termination and release of any and all of Grantee's rights with respect to the Existing Easement on the Property, in the form of Exhibit G hereto ("Abandoned Easement Property Release"); and (ii) Landowner and Grantee shall deliver to the Title Company a fully- executed and acknowledged release of the Memorandum in recordable form (defined in Section 7 below); and 4 (iii) Grantee shall execute and deliver to Title Company an undated bill of sale conveying the Abandoned Facilities and related easements to Landowner in the form attached to this Agreement as Exhibit F ("Abandoned Facilities Bill of Sale"). (c) As soon as practicable, but no more than five (5) days after completing the Decommissioning,the Parties shall authorize the Title Company to: (i) Insert the applicable date and deliver the Abandoned Facilities Bill of Sale to Landowner; and (ii) Record in the Official Records of Jefferson County, Texas: (A) the New Easement together with the attached revised description of the As-Built Location, if applicable; (B)the Abandoned Easement Property Release; and(C)the release of the Memorandum. Thereafter, Landowner shall have all rights to the Abandoned Facilities and Abandoned Easement Property and Landowner may dispose of the Abandoned Facilities in any manner it chooses. 4. REIMBURSEMENT. Landowner shall reimburse Grantee for the reasonable, direct third-party costs incurred by Grantee in performing the Interconnection and Decommissioning. Grantee shall deliver an itemized invoice to Landowner detailing the reimbursement amount within ten (10) days of the end of each calendar month following the issuance of the Availability Notice by Landowner. Each invoice shall include support materials such as work tickets, invoices, and hourly rates for third-parties sufficient to allow verification by Landowner. 5. NOTICES. Any notice required or permitted by this Agreement shall be in writing. Notice shall be deemed to have been sufficiently given for all purposes when sent by certified or registered mail, postage and fees prepaid via reputable overnight courier, addressed to the applicable Party at the address listed below. Any successor to any of the Parties should give notice of their succession and provide Notice addresses in writing to the other Party utilizing the procedures set forth herein. LANDOWNER: Port Arthur LNG Holdings,LLC c/o Sempra Energy 488 8th Street,HQ09N 1 San Diego, CA 92101 Attn: Jennifer DeMarco WITH COPY TO: Stahl,Bernal,Davies, Sewell &Chavarria,LLP Attn: Brent Stahl 7320 N. MoPac, Suite 211 Austin, Texas 78731 GRANTEE: City of Port Arthur Attn: Harvey Robinson, Interim City Manager 444 4th Street 5 Port Arthur,Texas 77641-1089 Fax: (409)983-8128 Email: Harvey.RobinsonAportarthurtx.gov WITH COPY TO: City of Port Arthur Legal Department Attn: City Attorney,Val Tizeno 444 4th Street Port Arthur,Texas 77641-1089 Fax: (409)983-8124 Emai 1: V al.T i zeno@p ortarthurtx.gov TITLE COMPANY: Stewart Title Guaranty Company Commercial Services 1980 Post Oak Blvd, Suite 610 Houston,TX 77056 The Parties recognize that coordination of logistics under this Agreement will be more efficient if such operational logistics can be communicated through designated points of contact for specified activities. Upon request by a Party, the other Party will designate a specified point of contact for the applicable activity specified by the requesting Party. As of the date hereof, such designated point of contact for Landowner is Les Bamburg (Email: LBamburg@SempraGlobal.com, Tel No: 619-696-4315) and for Grantee is Harvey Robinson(Email: Harvey.Robinson@,portarthurtx.gov,Tel No: ). 6. TERMINATION Landowner shall have the right to terminate this Agreement at any time prior to the commencement of the Construction upon at least ten (10) business days' notice to Grantee. Landowner shall use commercially reasonable efforts to start Construction within five (5) years after execution of this Agreement. If such Construction has not begun within said five (5) year period, either Party may terminate the Agreement upon at least ninety(90)days prior notice. 7. NOTICE OF BREACH; LIMITATION OF REMEDIES. IF ANY PARTY IS IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE OTHER PARTY SHALL NOT EXERCISE ANY OF ITS REMEDIES WITHOUT FIRST GIVING THE BREACHING PARTY (A) WRITTEN NOTICE OF BREACH AND FIFTEEN (15) DAYS TO CURE IN THE EVENT OF A MONETARY BREACH, OR (B) WRITTEN NOTICE OF BREACH AND FIFTEEN (15) DAYS TO CURE IN THE EVENT OF A NON-MONETARY BREACH; PROVIDED, HOWEVER, IF ANY SUCH NON-MONETARY BREACH CANNOT BE CURED WITHIN SUCH THIRTY (30) DAY PERIOD AND THE BREACHING PARTY COMMENCES EFFORTS TO CURE SUCH BREACH WITHIN SUCH THIRTY (30) DAYS, THEN THE BREACHING PARTY SHALL HAVE SUCH ADDITIONAL TIME AS MAY BE REASONABLY AND COMMERCIALLY NECESSARY TO CURE SUCH BREACH. IN THE EVENT A BREACH IS NOT CURED WITHIN THE APPLICABLE NOTICE AND CURE PERIODS SPECIFIED ABOVE, THE NON-BREACHING PARTY MAY PURSUE A CLAIM FOR ITS ACTUAL COMPENSATORY DAMAGES (INCLUDING COURT COSTS AND REASONABLE ATTORNEY FEES)AND FOR SPECIFIC PERFORMANCE; SUCH REMEDIES FOR COMPENSATORY DAMAGES AND SPECIFIC PERFORMANCE ARE THE PARTIES' SOLE AND EXCLUSIVE REMEDIES UNDER THIS AGREEMENT. NO PARTY SHALL HAVE ANY 6 LIABILITY UNDER THIS AGREEMENT TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. 7. RECORDATION; BINDING EFFECT. This Agreement shall not be recorded in any public records, but the New Easement shall be recorded in accordance with Section 3.1. Contemporaneously with the execution and delivery of this Agreement, the Parties shall execute and record in the Official Records the memorandum instrument attached to this Agreement as Exhibit H (the "Memorandum"). The obligations and benefits of this Agreement shall run with the Property and shall inure to the benefit of, and be binding upon, the Parties and their respective legal representatives, successors, and assigns. Upon completion of the Interconnection, this Memorandum shall automatically terminate and be of no further force or effect. Landowner may unilaterally record an instrument confirming such termination in the official public records of the County in which the Property is located and all parties may rely on such termination instrument. Upon request by Landowner,Grantee shall join in executing any such termination instrument. 8. TIME OF THE ESSENCE. Time is of the essence in performing all obligations set forth herein. 9. WAIVER OF BREACH. The waiver by any Party to this Agreement or a breach of any term or provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach by any Party. 10. EXHIBITS. All exhibits referred to in this Agreement are, by reference, incorporated in this Agreement for all purposes,as follows: EXHIBIT A Property EXHIBIT B Existing Easement EXHIBIT C Abandoned Facilities and Abandoned Easement Property EXHIBIT D Form of New Easement EXHIBIT E Form of Replacement Facilities Bill of Sale EXHIBIT F Form of Abandoned Facilities Bill of Sale EXHIBIT G Form of Abandoned Easement Property Release EXHIBIT H Form of Memorandum EXHIBIT I Form of Final Acceptance Notice EXHIBIT J Plans and Specifications 11. SEVERABILITY. If any clause, sentence, term, condition, covenant and/or provision of this Agreement is ruled to be illegal, null or void by a court of competent jurisdiction, then the remaining portions of this Agreement shall remain in full force and effect. 12. CAPTIONS FOR CONVENIENCE. All headings and captions used herein are for convenience only and are of no meaning in the interpretation or effect of this Agreement. 13. MODIFICATIONS. This Agreement shall not be modified or amended except by a written instrument executed by the Parties. 14. ATTORNEYS' FEES. In the event of any legal action with respect to any dispute concerning or arising from this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection therewith from the other Party. 7 15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE OBLIGATIONS OF THE PARTIES ARE PERFORMABLE IN JEFFERSON COUNTY, TEXAS. VENUE OF ANY LITIGATION INVOLVING THIS AGREEMENT SHALL BE MAINTAINED IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN HARRIS-JEFFERSON COUNTY, TEXAS, TO THE EXCLUSION OF ALL OTHER VENUES. BY EXECUTING THIS AGREEMENT, THE PARTIES (a) CONSENT AND SUBMIT TO PERSONAL JURISDICTION CONSISTENT WITH THE PREVIOUS SENTENCE, (b) WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY CLAIM OR DEFENSE THAT SUCH VENUE IS NOT PROPER OR CONVENIENT, AND (c) CONSENT TO THE SERVICE OF PROCESS IN ANY MANNER AUTHORIZED BY TEXAS LAW. 16. FORCE MAJEURE. If performance of this Agreement or of any obligation hereunder (other than an obligation to pay any amounts described in this Agreement) is prevented or substantially restricted or interfered with by reason of an event of Force Majeure (defined below), the affected Party shall be excused from such performance to the extent of and for the duration of such prevention, restriction or interference. The affected Party shall promptly notify the other Party in writing of the event of Force Majeure and shall use its reasonable efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder whenever such causes are removed. The term "Force Majeure" means causes beyond the reasonable control of and without the fault or negligence of the Party claiming Force Majeure, including, but not limited to, acts of God, labor unrest(including, but not limited to, slowdowns, picketing, boycotts or strikes), floods, earthquakes, storms, fires, lightning, explosions, power failures or power surges, vandalism, theft, terrorism, the unauthorized cutting of pipe, power, transmission or other lines, wires or cables, delays in transportation; inability to secure labor or materials at commercially reasonable prices in the open market; epidemics, wars, revolutions, riots, civil disturbances, sabotage, changes in law or applicable regulations subsequent to the date hereof and actions or inactions by any federal, state or local legislative, executive, administrative judicial agency or body which in any of the foregoing cases, by exercise of due foresight such party could not reasonably have expected to avoid, and which,by the exercise of due diligence, it is unable to overcome 17. COUNTERPART EXECUTION. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of all persons required to bind any Party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the Parties. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. 18. CONFIDENTIALITY. To the extent allowable by the Texas Open Records Act, tThe Parties shall keep confidential the terms and provisions of this Agreement and any other agreements in connection with this transaction and shall not disclose any such provisions,terms, and conditions to anyone other than to persons having a need to know such information with respect to the activities contemplated herein (provided such persons agree to keep such information confidential as provided herein) or as required by applicable law. 19. ASSIGNMENT. This Agreement and the rights of any Party to this Agreement may not be transferred or assigned in whole or in part, without the prior written consent of the non-assigning Party, except as specifically set forth in this Section 19. Landowner shall have the right to assign this Agreement in whole or in part,without Grantee's consent,to(a)any person or entity who owns an interest in the Property, (b) Port Arthur LNG, LLC; (c) PALNG Common Facilities Company LLC; or (d) any 8 other entity owned or controlled by Sempra Energy or its affiliates. Grantee shall have the right to assign this Agreement without Landowner's consent to any successor to or transferee of Grantee's interest in the Existing Easement and Grantee's Facilities located therein. Either Party may at any time mortgage or collaterally assign all or any part of its interest in this Agreement. In no event shall any of the foregoing assignment, encumbrance or mortgage shall operate to enlarge the obligations or diminish the rights of the non-assigning Party hereto (except as expressly provided below, with respect to the release of the assigning party). Notwithstanding the foregoing, no assignment, encumbrance or mortgage of this Agreement or the rights of any Party hereunder or to the New Easement, however accomplished, shall be binding on the non-assigning Party until twenty(20)days after the non-assigning Party has been furnished with written notice thereof and an executed original counterpart of the instrument establishing such persons' rights under this Agreement. Without limiting the generality of the foregoing, any such assignment shall not release the assigning Party from any obligations pursuant to this Agreement absent a written assumption of all obligations hereunder by such assignee or transferee. [Signature page follows this page] 9 THIS AGREEMENT IS EXECUTED below to be effective as of the Effective Date. GRANTOR: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company By: Print Name: Print Title: GRANTEE: CITY OF PORT ARTHUR By: Print Name: Print Title: APPROVED BY CITY ATTORNEY: By: Print Name: Print Title: • 10 EXHIBIT A Property BEING a 2187.215 acre tract of land (Grid), 2187.658 acre tract of land(Surface), described in two (2) tracts and being out of and a part of that certain Port Arthur LNG Holdings, LLC called 2838.798 acre tract of land (Grid), more fully described in seventeen (17) tracts, recorded in Clerk's File No. 2006017390 of the Official Public Records of Jefferson County,Texas and that certain 2.605 acre tract of land conveyed to Port Arthur LNG Holdings,LLC,more fully described and recorded in Clerk's File No.2008018145 of said Official Public Records and being the same tracts of land as deeded to The McFaddin Trust, more fully described as the First Tract(2470.7 acres), Second Tract(1064.85 acres), Sixth Tract(640 acres), Seventh Tract(640 acres),Eighteenth Tract(333 acres),Twenty-fourth Tract(580.19 acres),Twenty-fifth Tract(320 acres),One Hundred Fourth Tract(154.84 acres)and One Hundred Sixteenth Tract(684 acres)as recorded in Volume 284, Page 41 of the Deed Records of Jefferson County,Texas. Said 2187.215 acre tract of land (Grid), 2187.658 acre tract of land (Surface), being out of and a part of the Pedro de la Garza Survey, Abstract No. 438, the I. D. Polk Survey, Abstract No. 770, the T. & N. O. RR. Survey, Section No. 305, Abstract No. 331,the John Wescott Survey, Abstract No. 780,the M. Broussard Survey, Section No. 124, Abstract No. 488, the P. B. O'Conner Survey, Abstract No. 185, the T. & N. O. RR. Survey, Section No. 123,Abstract No. 251,the John Bennett Survey,Abstract No. 71,the N. Coleman Survey,Abstract No. 12, and the W.E. Sparks Survey, Section No. 306, Abstract No. 858, Jefferson County, Texas and being more particularly described as follows: Tract 1N—1288.371 Acre Tract(Grid) 1288.632 Acre Tract(Surface) BEGINNING at a concrete monument stamped "Gulf Oil Corp."found at the Northeast corner of Tract 3 of said 2838.798 acre tract, said Twenty-fifth Tract(320 acres)of said Volume 284,Page 41 and said Abstract No. 251, same being the Southeast corner of that certain Premcor Refining Group, Inc. called 120.517 acre tract of land, more fully described as Tract 9 recorded in Clerk's File No. 9505598 of the Official Public Records of said Jefferson County and the M. Broussard Survey, Section No. 122,Abstract No. 486 and being in the West line of that certain Bridge City Real Properties, LLC called 8.3035 acre tract of land,more fully described and recorded in Clerk's File No. 2005032661 of said Official Public Records and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 02 deg. 53 min. 38 sec. East along and with the East line of said Twenty-fifth Tract(320 acres)and said Abstract No. 251, same being the West line of said 8.3035 acre tract and said Abstract No. 71, a distance of 467.13 feet to a point for corner in the East right-of-way line of State Highway No. 87 (public right-of-way), same being an Angle corner in the West line of said 8.3035 acre tract; THENCE South 68 deg. 16 min. 07 sec. West,a distance of 84.92 feet to a point for corner in the centerline of said State Highway No. 87 at the beginning of a non-tangent curve to the left; THENCE in a Southeasterly direction along and with the centerline of said State Highway No. 87 and said curve to the left,having a radius of 5729.58 feet,a central angle of 00 deg. 33 min.38 sec.,a long chord that bears South 23 deg.27 min.25 sec.East,a distance of 56.06 feet and an arc distance of 56.06 feet to a point; THENCE South 23 deg.44 min.35 sec.East continuing along and with the centerline of said State Highway No. 87, a distance of 845.92 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction continuing along and with the centerline of said State Highway No. 87 and said curve to the right, having a radius of 5734.53 feet, a central angle of 01 deg. 59 min. 54 sec., a 11 long chord that bears South 22 deg. 44 min. 36 sec. East, a distance of 199.99 feet and an arc distance of 200.00 feet to a point for corner; THENCE South 21 deg.43 min.52 sec.East continuing along and with the centerline of said State Highway No. 87, a distance of 396.73 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the South corner of that certain Associated Marine Services, Inc. called 6.910 acre tract of land, more fully described and recorded in Clerk's File No. 2007046912 of said Official Public Records, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on with the South line of said 6.910 acre tract for a total distance of 570.59 feet to a point on the approximate Southwest right- of-way of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with said Port Arthur Ship Channel right-of-way,a distance of 3800.97 feet to a point; THENCE South 68 deg. 21 min. 37 sec. West, at a distance of 419.85 feet pass a point for the Northwest corner of that certain Roy B. Robinson Tract of land, more fully described and recorded in Clerk's File No. 2007027294 of said Official Public Records and in the East right-of-way line of said State Highway No. 87, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and continuing on for a total distance of 469.85 feet to a point in the centerline of said State Highway No. 87; THENCE South 21 deg. 32 min. 31 sec. East along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the Southwest corner of said Roy B.Robinson tract in the East right-of-way line of said State Highway No. 87,from which a 5/8 inch iron rod found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on for a total distance of 457.38 feet to a point on the said approximate Southwest line of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with the Southwest line of said Port Arthur Ship Channel,a distance of 1663.56 feet to a point; THENCE South 68 deg. 27 min. 29 sec. West, a distance of 415.92 feet to a point in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min.49 sec. West along and with the centerline of said State Highway No. 87, a distance of 311.29 feet to a point; THENCE South 68 deg. 27 min. 29 sec.West,a distance of 70.00 feet to a concrete GSU monument found in the Southwesterly right-of-way line of said State Highway No. 87 at the North corner of that certain Gulf State Utilities Company called 0.222 acre tract of land, more fully described and recorded in Volume 809, Page 443 of said Deed Records; THENCE South 53 deg. 35 min. 38 sec. West along and with the Northwest line of said 0.222 acre tract and that certain Texas Parks and Wildlife Department called 5.344 acre tract, more fully described and recorded in Volume 809, Page 443 of said Deed Records, a distance 305.21 feet to a concrete monument with disc stamped"T. P. &W."found at the most Northerly Northwest corner of said 5.344 acre tract; 12 THENCE South 36 deg. 25 min. 08 sec. East along and with the most Northerly West line of said 5.344 acre tract, a distance of 251.01 feet to a 5/8 inch iron rod found at an Ell corner of said 5.344 acre tract; THENCE South 53 deg. 33 min. 23 sec. West along and with the most Westerly North line of said 5.344 acre tract, a distance of 3221.96 feet to a point at the most Westerly Northwest corner of said 5.344 acre tract and being in the North line of that certain J. W.Gates called 4.7 acre tract of land,more fully described and recorded in Volume 101, Page 345 of said Deed Records, from which a 1 inch iron pipe inside a 3 inch iron pipe found for reference,bears South 22 deg. 17 min. 27 sec. East a distance of 51.58 feet; THENCE South 53 deg.31 min.23 sec. West along and with the North line of said 4.7 acre tract,a distance of 1717.76 feet to a 3 inch iron pipe with disc stamped"C. A. Kohler"found at the Southeast corner of that certain Texas Parks and Wildlife Department called 1323.84 acre tract of land,more fully described as Tract A recorded in Volume 2409, Page 429 of said Deed Records; THENCE North 21 deg. 07 min. 15 sec. West along and with the most Southerly East line of said 1323.84 acre tract, a distance of 4111.64 feet to a 1 inch iron pipe found; THENCE North 21 deg. 41 min. 56 sec. West continuing along and with the most Southerly East line of said 1323.84 acre tract, a distance of 5398.13 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at an Ell corner of said 1323.84 acre tract; THENCE South 68 deg. 21 min. 13 sec. West along and with the most Easterly North line of said 1323.84 acre tract, a distance of 2634.34 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at the beginning of a non-tangent curve to the left; THENCE in a Southwesterly direction continuing along and with the most Easterly North line of said 1323.84 acre tract and said non-tangent curve to the left, having a radius of 4123.49 feet, a central angle of 34 deg. 49 min. 09 sec., a long chord that bears South 50 deg. 56 min. 42 sec. West, a distance of 2467.49 feet and an arc distance of 2505.88 feet to a 3 inch iron pipe filled with concrete found at an Ell corner of said 1323.84 acre tract; THENCE North 56 deg. 21 min. 47 sec. West along and with an East line of said 1323.84 acre tract, at a distance of 1142.19 feet pass a 1 inch iron pipe with cap stamped "WORTECH"found and continue on for a total distance of 1450.00 feet to a point at a Northeast corner of said 1323.84 acre tract and being in the Southeast line of that certain United States of America called 37.3 acre tract of land, more fully described and recorded in Volume 330, Page 132 of said Deed Records; THENCE South 33 deg. 38 min. 54 sec. West along and with the Northwest line of said 1323.84 acre tract, same being the Southeast line of said 37.3 acre tract, a distance of 4317.40 feet to a point for the Northwest corner of said 1323.84 acre tract and being in the Northeast line of that certain Texas Parks and Wildlife called 53.90 acre tract of land, more fully described as Tract 14 recorded in Volume 1758, Page 160 of said Deed Records; THENCE North 56 deg. 18 min. 35 sec. West along and with the Northeast line of said 53.90 acre tract, a distance of 183.30 feet to a point for the Northwest corner of said 53.90 acre tract,same being the Northeast corner of that certain Texas Parks and Wildlife called 106.67 acre tract of land,more fully described as Tract 8 recorded in said Volume 1758, Page 160 and being in the West line of said Abstract No. 858, same being the East line of the T. &N. O. RR. Survey, Section 307, Abstract No. 297; THENCE North 02 deg. 45 min. 48 sec. West along and with the West line of said Abstract No. 858, same being the East line of said Abstract No. 297,a distance of 196.60 feet to a point for corner in the Northwest 13 line of said 37.3 acre tract, same being the Southeast line of that certain State of Texas called 4500 acres of land,more fully described and recorded in Volume 1168, Page 444 of said Deed Records; THENCE North 33 deg.38 min. 54 sec.East along and with the Northwest line of said 37.3 acre tract,same being the Southeast line of said 4500 acre tract, a distance of 4158.82 feet to a point at the beginning of a non-tangent curve to the right; THENCE in a Northeasterly direction continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract and Jefferson County Waterway and Navigation District called 186.885 acre tract of land,more fully described and recorded in Clerk's File No.2005043069 of said Official Public Records and said non-tangent curve to the right, having a radius of 5873.49 feet, a central angle of 34 deg. 47 min. 25 sec., a long chord that bears North 50 deg. 57 min. 33 sec. East, a distance of 3511.86 feet and an arc distance of 3566.40 feet to a point at the end of said curve; THENCE North 68 deg.21 min. 13 sec.East continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 2121.70 feet to a point in the East line of said Abstract No.770, same being the West line of said Abstract No.486 and said 120.517 acre tract; THENCE South 02 deg. 57 min. 41 sec. East along and with the East line of said Abstract No. 770, same being the West line of said Abstract No. 486 and said 120.517 acre tract,a distance of 130.06 feet to a point for the Southwest corner of said Abstract No. 486 and said 120.517 acre tract, same being the Northwest corner of said Abstract No.488 and said Eighteenth Tract(333 acres); THENCE North 87 deg. 02 min. 32 sec. East along and with the North line of said Eighteenth Tract(333 acres) and said Abstract No. 488, said Twenty-fifth (320 acres) and said Abstract No. 251, same being the South line of said 120.517 acre tract and said Abstract No. 486, at a distance of 1635.58 feet pass a 1 inch iron rod with cap stamped "WORTECH SURVEYORS" set, at a distance of 5766.53 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" found at the Northeast corner of Tract 1 of said 2838.798 acre tract of land (Grid) in the Southwest right-of-way line of said State Highway No. 87 and continuing on for a total distance of 6123.35 feet to the PLACE OF BEGINNING, containing 1408.045 acres of land (Grid) 1408.330 acres of land(Surface), more or less, SAVE & EXCEPT that certain Texas Parks and Wildlife Department 120.674 acre tract of land(Grid)120.698 acre tract of land(Surface),called 120.757 acres, more fully described and recorded in Film Code No. 102-31-1501 of said Official Public Records and being more particularly described as follows; COMMENCING at said concrete monument stamped "Gulf Oil Corp." found at the Northeast corner of said Twenty-fifth Tract (320 acres) and said Abstract No. 251, same being the Southeast corner of said 120.517 acre tract and said Abstract No. 486 and being in the West line of said 8.3035 acre tract and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 16 deg. 13 min. 58 sec. East, a distance of 7891.25 feet to a concrete monument with disc stamped "T. P. & W. No. 111" found at the PLACE OF BEGINNING of the herein described SAVE & EXCEPT tract; THENCE in a circular pattern along and with the lines of said called 120.757 acre tract the following courses and distances: South 23 deg. 07 min. 55 sec. East, a distance of 67.83 feet to a point; South 79 deg. 40 min. 16 sec. West, a distance of 54.31 feet to a point; South 79 deg. 32 min. 55 sec. West, a distance of 171.16 feet to a point; South 04 deg. 58 min. 04 sec. East, a distance of 88.52 feet to a point; 14 South 60 deg. 10 min. 57 sec. West, a distance of 147.57 feet to a point; South 51 deg. 13 min. 05 sec. West, a distance of 56.70 feet to a point; South 67 deg. 11 min.40 sec. West, a distance of 80.62 feet to a point; North 89 deg.48 min. 06 sec. West, a distance of 93.82 feet to a point; South 74 deg. 51 min. 58 sec. West,a distance of 81.21 feet to a point; South 60 deg. 52 min. 35 sec. West,a distance of 185.56 feet to a point; South 59 deg.28 min. 24 sec. West, a distance of 338.09 feet to a point; South 86 deg. 05 min. 32 sec. West, a distance of 90.20 feet to a point; North 73 deg. 56 min.44 sec. West, a distance of 70.54 feet to a point; North 67 deg. 32 min.23 sec. West, a distance of 157.92 feet to a point; North 82 deg. 24 min. 00 sec. West,a distance of 179.63 feet to a point; North 76 deg. 24 min.40 sec. West, a distance of 288.18 feet to a point; North 56 deg. 08 min. 41 sec. West,a distance of 170.95 feet to a point; North 38 deg. 50 min. 45 sec. West, a distance of 118.39 feet to a concrete monument with disc stamped"T. P. &W.No. 93"found leaning; North 47 deg. 54 min. 08 sec. West, a distance of 89.52 feet to a point; North 36 deg. 59 min. 15 sec. West, a distance of 158.48 feet to a point; North 33 deg. 54 min. 46 sec. West, a distance of 192.35 feet to a point; North 24 deg. 06 min. 55 sec. West, a distance of 52.30 feet to a point; North 18 deg. 58 min. 29 sec. West, a distance of 224.53 feet to a point; North 27 deg. 54 min. 59 sec. West, a distance of 149.47 feet to a point; North 19 deg. 06 min. 07 sec. West, a distance of 181.36 feet to a point; North 11 deg. 19 min. 15 sec. West, a distance of 163.75 feet to a point; North 01 deg. 56 min. 25 sec. West, a distance of 167.32 feet to a point; North 13 deg. 46 min. 38 sec. West, a distance of 330.88 feet to a point; North 14 deg. 06 min. 15 sec. East, a distance of 273.65 feet to a concrete monument with disc stamped"T. P. &W.No. 82"found; North 37 deg. 55 min. 38 sec. East, a distance of 162.87 feet to a point; North 49 deg. 46 min. 24 sec. East, a distance of 386.74 feet to a point; North 65 deg. 21 min. 23 sec. East, a distance of 144.75 feet to a point; North 71 deg. 55 min. 00 sec. East, a distance of 397.27 feet to a point; North 63 deg. 25 min. 27 sec. East, a distance of 347.41 feet to a point; North 84 deg. 58 min. 25 sec. East, a distance of 66.44 feet to a point; South 68 deg. 25 min. 17 sec. East, a distance of 94.90 feet to a point; South 45 deg. 20 min. 34 sec. East, a distance of 476.70 feet to a concrete monument with disc stamped"T. P. &W.No. 74"found; South 33 deg.46 min. 16 sec. East, a distance of 566.27 feet to a point; South 26 deg. 37 min. 43 sec. East,a distance of 764.31 feet to a point; South 20 deg. 38 min. 54 sec. East,a distance of 523.17 feet to a point; South 06 deg. 13 min. 23 sec. East, a distance of 273.78 feet to the PLACE OF BEGINNING, containing 120.674 acres of land(Grid), more or less, leaving a net acreage for Tract 1N as being 1288.371 acres of land(Grid) 1288.632 acres of land(Surface),more or less. Tract 18-898.844 Acre Tract(Grid) 899.026 Acre Tract(Surface) BEGINNING at a 1 inch iron pipe set inside a 3 inch iron pipe found for the most Northerly Northeast corner of that certain Texas Parks & Wildlife Department called 2105.69 acre tract, more fully described and recorded in Volume 2409, Page 429 of said Deed Records, same being the Southwest corner of said 5.344 acre tract, same being the Southeast corner of said 4.7 acre tract and same being the Northwest corner of Tract 2N out of said 2838.798 acre tract; 15 THENCE North 53 deg. 33 min. 23 sec. East along and with the South line of said 5.344 acre tract, a distance of 3459.84 feet to a concrete monument stamped"T.P.&W."found at the Southeast corner of said 5.344 acre tract and being in the Southwest right-of-way line of said State Highway No. 87; THENCE North 68 deg. 27 min. 29 sec. East, a distance of 485.95 feet to a point on the approximate Southwest line of said Port Arthur Ship Channel; THENCE in a Southeasterly direction along and with the Southwest line of said Port Arthur Ship Channel as follows: South 20 deg. 06 min. 54 sec. East, a distance of 391.47 feet to a point; South 21 deg. 36 min. 04 sec. East, a distance of 5753.25 feet to a point; South 33 deg. 07 min. 44 sec. East, a distance of 808.81 feet to a point; South 35 deg. 58 min. 34 sec. East, a distance of 523.21 feet to a point; South 38 deg. 49 min. 04 sec. East, a distance of 558.57 feet to a point; South 50 deg. 17 min. 34 sec. East, a distance of 2339.42 feet to a point in the East line of said Abstract No. 438, same being the West line of the Dennis Gahagan Survey, Abstract No. 123, Jefferson County,Texas; THENCE South 02 deg. 23 min. 28 sec. East along and with the East line of said 2470.7 acre tract and said Abstract No. 438, same being the West line of the William F. Scott 1991 Trust called 25.089 acre tract of land,more fully described and recorded in Clerks File No. 2007023650 of said Official Public Records,that certain C.Doombos called 1103.5 acre tract of land,more fully described and recorded in Volume 437,Page 613 and Volume 439, Page 147 of said Deed Records and said Abstract No. 123, a distance of 4080.57 feet to a 1 inch iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 74 deg. 52 min.43 sec.West,a distance of 239.30 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 23 deg. 57 min.03 sec. West,a distance of 352.61 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 65 deg. 39 min. 12 sec. West,a distance of 247.49 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 29 deg. 37 min. 56 sec.West,a distance of 785.69 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 28 deg. 09 min.21 sec. West,a distance of 832.15 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; South 40 deg. 14 min. 27 sec. West,a distance of 226.71 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 36 min. 31 sec. West a distance of 727.45 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 17 min. 19 sec. West a distance of 664.65 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 72 deg. 59 min. 11 sec. West a distance of 729.64 feet to a 1 inch iron pipe found; North 73 deg. 09 min. 25 sec. West a distance of 38.00 feet to a 1 inch iron pipe found at the South corner of that certain Jefferson County,Texas called 110.418 acre tract(Grid),more fully described and recorded in Clerk's File No. 2004017255 of said Official Public Records; THENCE North 52 deg. 32 min. 56 sec. East along and with the most Southerly Southeast line of said 110.418 acre tract(Grid), at 2704.20 feet pass a 5/8 inch iron rod found at the South corner of that certain Texas Parks&Wildlife Department called 12.60 acre tract more fully described and recorded in Clerk's File 16 No. 1999014390 of said Official Public Records,same being the most Southerly East corner of said 110.418 acre tract (Grid), at a distance of 3068.22 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS"set at the East corner of said 12.60 acre tract in the Westerly right-of-way line of said State Highway No. 87 and continuing on for a total distance of 3128.89 feet to a point in the centerline of said State Highway No. 87 in a non-tangent curve to the left; THENCE in a Northwesterly direction along and with the centerline of said State Highway No. 87 the following courses and distances: a non-tangent curve to the left,having a radius of 2291.83 feet,a central angle of 04 deg. 34 min. 10 sec.,a long chord that bears North 49 deg. 56 min. 30 sec. West,a distance of 182.72 feet and an arc distance of 182.77 feet to a point; North 52 deg. 13 min. 35 sec. West,distance of 1172.10 feet to a point; North 52 deg. 13 min. 26 sec. West,distance of 156.34 feet to a point; North 48 deg. 50 min. 05 sec. West,distance of 161.20 feet to a point; THENCE South 52 deg. 15 min. 06 sec. West,at a distance of 61.14 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" set at the North corner of said 110.418 acre tract (Grid) in the Southwesterly right-of-way line of said State Highway No. 87 and continuing on along and with the Northwest line of said 110.418 acre tract (Grid) for a total distance of 3524.15 feet to a 1 inch iron pipe found at the West corner of said 110.418 acre tract (Grid) and being in the Northeast line of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 55 deg. 43 min. 11 sec. West, a distance of 258.91 feet to a 1 inch iron pipe found; North 44 deg. 59 min. 56 sec. West,a distance of 279.19 feet to a 1 inch iron pipe with cap stamped "WORTECH" set; North 22 deg.43 min. 13 sec.West,a distance of 2499.84 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg. 17 min. 27 sec. West, a distance of 5196.06 feet to the POINT OF BEGINNING, containing 899.417 acres of land (Grid) 899.599 acres of land (Surface), more or less, SAVE & EXCEPT that certain United States of America tract,more fully described as Parcel 8 recorded in Volume 549,Page 14 and Volume 520,Page 225 of said Deed Records and being more particularly described as follows; BEGINNING at a point in the centerline of said State Highway No. 87, from which a 1" iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract, same being the South corner of Tract 2S of said 2838.798 acre tract and being in the West line of said 1103.5 acre tract and said Abstract No. 123,same being the East line of said 2470.7 acre tract and said Abstract No. 438, bears South 10 deg. 34 min. 01 sec. East a distance of 3821.00 feet; THENCE North 62 deg. 26 min. 39 sec. East, a distance of 154.06 feet to a point; THENCE South 27 deg. 33 min. 21 sec. East, a distance of 165.89 feet to a point; THENCE South 62 deg. 26 min. 39 sec. West, a distance of 148.67 feet to a point in the centerline of said State Highway No. 87; THENCE North 27 deg. 54 min. 58 sec. West along and with the centerline of said State Highway No. 87, a distance of 8.41 feet to a point at the beginning of a non-tangent curve to the left; 17 THENCE in a Northwesterly direction continuing along and with the centerline of said State Highway No. 87 and said non-tangent curve to the left,having a radius of 2291.83 feet,a central angle of 03 deg. 56 min. 24 sec., a long chord that bears North 29 deg. 29 min. 47 sec. West, a distance of 157.57 feet and an arc distance of 157.60 feet to the POINT OF BEGINNING, containing 0.573 acre of land(Grid)0.573 acre of land(Surface), more or less, leaving a net acreage for Tract 1S being 898.844 acres of land(Grid) 899.026 acres of land(Surface),more or less. and BEING a 3.905 acre tract of land and being all of that certain Roy B. Robinson tract of land, more fully described and recorded in Clerk's File No. 2007027294 of the Official Public Records of Jefferson County, Texas. Said 3.905 acre tract of land being out of the John Bennett Survey,Abstract No. 71, Jefferson County,Texas and being more particularly described as follows: BEGINNING at a point at the Northwest corner of said Robinson tract, same being the Southwest corner of that certain Port Arthur LNG Holdings, LLC called 3.561 acre tract of land, more fully described as Tract 6 recorded in Clerk's File No. 2006017390 of said Official Public Records and being in the Northeast line of State Highway No. 87 (120 foot wide public right-of-way),from which a found I inch iron pipe, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and the intersection of the West line of said Abstract No. 71 with the Northeast line of said Highway No. 87 right-of-way, bears North 21 deg. 39 min. 41 sec. West, a distance of 5297.82 feet (called South 18 deg. 45 min. East, 5300 feet); THENCE North 68 deg. 21 min. 37 sec. East(called South 71 deg. 15 min. West)along and with the Northwest line of said Robinson tract, same being the Southeast line of said 3.561 acre tract, a distance of 290.00 feet(called 290 feet, more or less to the West right-of-way line of the Port Arthur Ship Channel); THENCE South 21 deg. 32 min. 31 sec. East(called in a Northerly direction along and with the Port Arthur Ship Channel) along and with the Northeast line of said Robinson tract, a distance of 500.30 feet to a point for corner(called 500 feet, more or less, to a point); THENCE South 68 deg. 21 min. 37 sec. West(called North 71 deg. 15 min. East) along and with the Southeast line of said Robinson tract,same being the Northwest line of that certain Port Arthur LNG Holdings, LLC called 0.313 acre tract of land, more fully described as Tract 7 recorded in said Clerk's File No. 2006017390,pass at a distance of 290.00 feet(called 290 feet, more or less)to a point at the Southwest corner of said Robinson Tract, same being the Northwest corner of said 0.313 acre tract and being in the Northeast line of said State Highway No. 87 right-of-way, from which a found 5/8 inch iron rod (Bent), bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet, continuing on a total distance of 340.00 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 31 sec. West along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 68 deg. 21 min. 37 sec. East,a distance of 50.00 feet to POINT OF BEGINNING, containing 3.905 acres of land, more or less,of which 1.825 acres lies under water due mainly to erosion by Port Arthur Ship Channel traffic. 18 EXHIBIT B Existing Easement Existing Easement consists of a 10-foot wide subsurface right of way that extends approximately 18,240 feet from the northern to the southern boundaries of the Property within the right of way for Texas State Highway 87. This Existing Easement is used for the operation and maintenance of approximately 8,017 feet of 20-inch diameter pipeline for transportation of water; 10,223 feet of 16-inch diameter pipeline for transportation of water and 9,914 feet of 12-inch diameter pipeline for transportation of water,together with associated valves, fittings and other appurtenances,co-located within the 10-foot wide right of way. 19 §- U / . Z , | :1:2 ! ) 11611111.‘ §'| \\111%11 ii = )0. o A 8 I | © /\\ 2 k 2 vi Z? Cst / i rTh ! axl ' =x I ©3 \ - ` _ / C_:" Ci.)I • o % m 4) � � 2�». / § � $ § / 0.� ou Z ƒ cb. 2 / 2 a \ � — � # � f � a +tT: ® mak St , \\ k\ _ ilU w m , \ƒ - 2 I , �/ 2 § \z 2•q-lb u x v -43, IZIN II. in ��� a2, //// s./ , - -� % § K E n' —�� �3 \ j �/ ir 1 7 / § % S , EXHIBIT C Abandoned Facilities and Abandoned Easement Property Abandoned Easement Property is approximately 7,991 feet more or less of the Existing Easement described in Exhibit B and the related Grantee's Facilities to be more particularly described in a legal description and/or survey prior to execution of the Transfer Documents. The Abandoned Facilities consist of approximately 7,206 feet of 20-inch diameter pipeline for transportation of water; 785 feet of 16-inch diameter pipeline for transportation of water, and 2,236 feet of 12-inch diameter pipeline for transportation of water together with associated valves, fittings and other appurtenances,to be more particularly prior to execution of the Transfer Documents. 21 d 8 \\*„11114 ., (....D Z J Ii : :' r m a a ,, ' 0 \.) A 8 a N v • Q m a O -0 0 I \ Q CU V) v r U Z C CO V) =Y O J d' ' Cl) L Q VI'Gl.Ip 1:1)oa •'a, -. ZCI) Vi RI CU a� ou I o > ro o / 1 8 ro I - ,,, in ;�a - = 3 w v, vioa -o • a3m a' wu i,t,I � arc RA / __ � tew m�o �•� ate, ti, -`___ Qi nac4, F- 0 r0 U EXHIBIT D Form of New Easement After recording return to: Port Arthur LNG Holdings,LLC do Sempra Energy 488 8th Street, HQ09N1 San Diego, CA 92101 Fax: (619)699-5150 ATTN: Jennifer DeMarco EASEMENT AGREEMENT FOR WATERLINE PURPOSES THIS EASEMENT AGREEMENT FOR WATERLINE PURPOSES (this "Agreement") is entered into as of , 2018, by and between Port Arthur LNG Holdings, LLC, a Delaware limited liability company ("Grantor") and City of Port Arthur ("Grantee"). Grantor and Grantee may hereinafter be referred to individually as a"Party"and collectively as the"Parties." WHEREAS,Grantor is the owner of that certain real property located in Jefferson County,Texas, as more particularly described on Exhibit A attached hereto("Grantor's Property"). WHEREAS,Grantee has requested from Grantor,and Grantor has agreed to convey to Grantee an easement on, over, under and through Grantor's Property in connection with Grantee's underground waterline facilities on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants and conveys unto Grantee a right-of-way, consisting of a permanent, non-exclusive easement ("Easement") (subject to Sections 1 and 2 below),more particularly described on Exhibit B attached hereto("Easement Property"), to place one (1) or more waterlines together with such valves, fittings, and necessary appurtenances (collectively, the "Facilities"), for the purposes of transporting potable water and the right to construct, maintain, operate,replace,repair,alter and remove said Facilities. The Easement and all rights granted herein to the Grantee are expressly subject to and conditioned upon the following terms and conditions: 1. Access Rights. Grantee, at any and all reasonable times, shall have the right of ingress and egress along then existing roads and other existing access routes on or over Grantor's Property,but not on or over other portions of Grantor's Property except with the express consent of Grantor or its successors or assigns. Grantee understands there are other existing easements located on Grantor's Property, including without limitation easements for electrical utility lines, telecommunication facilities, waterlines and oil and gas pipelines,which are located above and below the ground and which may cross or be adjacent to Grantee's Easement("Third Party Easements").Grantee's right of ingress and egress is subject to the rights of such Third Party Easement holders,and Grantee agrees not to materially interfere with such rights,nor to damage any facilities subject to the Third Party Easements. 2. Crossing Rights. Grantor reserves unto itself, its successors and assigns, with reference to the Easement Property described on Exhibit A, the right to fully use and enjoy the Easement Property, including but not limited to the right to construct roads, streets, bridges, pipelines, waterlines, sidewalks, passageways, parking lots, fences, electric lines and powerlines, and other facilities, including but not limited to the relocation of a portion of Texas State Highway 87 and other pipelines and utilities ("Improvements") across said Easement Property for purposes of development and subdivision of Grantor's Property, or any portion thereof, provided that such Improvements shall not materially interfere with the rights granted herein.This provision shall be a covenant running with the land and shall be binding on the Parties. 3. "AS IS". Grantee is on NOTICE THAT THERE ARE ELECTRICAL UTILITY LINES AND FACILITIES AS WELL AS OIL AND GAS PIPELINES ABOVE AND BELOW THE GROUND AND WHICH MAY CROSS OR BE ADJACENT TO THE GRANTEE'S EASEMENT. Therefore, this Easement is conditioned upon Grantee, through its duly authorized representative, agreeing to enter the property on an"AS IS" basis and at the sole risk of Grantee with respect to the condition of the Easement Property. BY ITS ACCEPTANCE HEREOF, GRANTEE AGREES THAT IT IS RECEIVING THE EASEMENT PROPERTY "AS IS" AND IN ITS PRESENT CONDITION WITH ALL DEFECTS, IF ANY, AND GRANTEE ASSUMES ALL RISK AND LIABILITY RESULITING OR ARISING FROM GRANTEE'S USE, OCCUPANCY OR POSSESSION OF THE EASEMENT INCLUDING BUT NOT LIMITED TO ALL RISK AND LIABILITY RESULTING OR ARISING FROM ANY HAZARDOUS MATERIALS THAT MAY BE LOCATED IN, ON, UNDER OR AROUND THE EASEMENT. 4. No Conveyance of Real Property. It is distinctly understood and agreed that this Agreement does not constitute a conveyance of any part of the land described herein or of the oil, gas and minerals therein and thereunder,but grants to the Grantee only the Easement and related rights expressly enumerated herein. 5. Grantor's Mineral Rights. This Easement and associated rights granted to the Grantee hereunder are further subject to the right of Grantor, its successors or assigns, transferees or lessees (which right is hereby expressly reserved)to use,occupy and enjoy the Easement Property,for all purposes,in such manner and at such times as it, they or any of them shall desire to use same, including but without limitation, for the purpose of conducting oil, gas and mineral operations on any of such, for the production, storage, transportation and disposition of oil, gas, sulphur or other minerals, under minerals leases, or otherwise, and for the purpose of reclamation, farming, grazing, and hunting; provided, however, that such use, occupation and enjoyment(i)must comply with the restrictions enumerated in Section 2 above and(ii)shall not materially interfere with the rights granted herein. 6. Maintenance of Easement Property. Following any surface activities undertaken by Grantee or on its behalf upon the Easement Property,Grantee will remove from the Easement Property all brush and other debris caused by its operations, leaving the Easement Property at all times in presentable condition, all to the satisfaction of Grantor.All Facilities installed or erected and permanently maintained by Grantee upon the Easement Property and which are situated in whole or in part upon or above the surface of the ground will,at Grantee's sole expense, be adequately protected to prevent cultivators,mowers or other vehicles or equipment coming onto or traversing the Easement Property from coming into contact therewith. Grantee will provide Grantor a plat or plats identifying the nature and location of all such ground level and above ground facilities or equipment from time to time maintained by Grantee upon the Easement. 7. Assignment. All proposed assignments or transfers by Grantee of this Agreement and Grantor's rights, duties and obligations hereunder may be made only with the prior written consent of Grantor or its successors or assigns, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing,Grantee must provide to Grantor evidence satisfactory to Grantor in its sole determination as to the creditworthiness of Grantee's intended assignee contemporaneous with Grantee's written request for Grantor's written consent to the proposed assignment. Grantee, its successors and assigns, will timely provide Grantor with a complete copy of all assignment(s) by Grantee whereby the Grantee shall assign, and the proposed assignee shall assume, all of Grantee's rights and obligations under this Agreement and which shall be recorded in the applicable public records of Jefferson County, Texas. No assignment of Grantee's rights under the Easement shall relieve Grantee of any of its obligations under this Agreement. 8. Relocation.The Parties hereto recognize that Grantor, its successors and assigns,may at some time in the future seek the relocation of all or a portion of the Easement. In the event Grantor proposes such relocation,which would be accomplished at the sole expense of Grantor, Grantee agrees to negotiate such relocation in good faith, the approval of which shall not be unreasonably withheld by Grantee. Notwithstanding the foregoing, Grantee's consent shall not be required for any proposed relocation if Grantor makes available a commercially reasonable alternative location for the Easement on Grantor's Property. In the event Grantee agrees to such relocation and the manner and means of relocation, Grantor agrees to grant additional right-of-way easements for the purposes described herein. Grantee agrees to promptly release by a recordable instrument any portion of the Easement granted herein which is abandoned as a result of such relocation. 9. Prompt Payment for Damages. As long as the Easement is used for the purposes granted herein, Grantee,for itself and on behalf of its permitted successors and assigns, hereby agrees to repair or pay any damages that may arise to Grantor's Property, including but not limited to damage to any Improvements, fences, canals, ditches, levees, terraces, roads, or other property arising from maintenance, operation and removal of Grantee's Facilities. Grantee shall pay or commence to repair such damage within ten (10) business days after receiving notice of such damage and if repairing shall diligently prosecute such repairs to completion. 10. Applicable Laws. At all times, Grantee shall comply with all applicable laws, statutes, codes, ordinances,rules,regulations,directives,permits,approvals,authorizations and orders of all governmental authorities with jurisdiction that are now or hereafter applicable to Grantee's activities in connection with the Easement or on the Easement Property(collectively,"Applicable Laws"). Grantee shall deliver written notice of any violation of Applicable Laws to Grantor within five (5) business days after receiving notice of such violation. Grantee shall commence to resolve any violation of any Applicable Law arising from Grantee's activities within the Easement within five(5)business days after receiving actual notice of such violation and shall diligently prosecute such resolution to completion. 11. Hazardous Materials. Grantee shall not use or bring onto the Grantor's Property (and shall not allow to be used or brought onto the Grantor's Property) any Hazardous Materials (as defined below), except as may be reasonably required in connection with the purpose of the Easement and then only in full compliance with and in amounts that do not, individually or in the aggregate, trigger any reporting obligations under Applicable Laws, including but not limited to (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended), 42 U.S.C. § 9601, et seq., (b) the Hazardous Materials Transportation Act (as amended), 49 U.S.C. § 1801, et seq., (c) the Resource Conservation and Recovery Act (as amended), 42 U.S.C. § 6901, et seq., (d) the Federal Water Pollution Control Act(as amended),33 U.S.C. § 1251,et seq.,(e)the Clean Air Act(as amended),42 U.S.C. § 7401, et seq.,(f)the Toxic Substances Control Act(as amended), 15 U.S.C. § 2601,et seq., (g)the Oil Pollution Act(as amended),33 U.S.C. § 2701, et seq.,(h)the Occupational Safety and Health Act(as amended),29 U.S.C. § 651, et seq., (i) the Emergency Planning and Community Right-to-Know Act (as amended) 42 U.S.C. § 11001, et seq., and(j)any other Applicable Laws of the State of Arizona, and(o)any regulations adopted and guidance promulgated pursuant to the aforesaid Applicable Laws or common law. "Hazardous Materials" shall mean any substance, material or waste which is now or hereafter classified as hazardous or toxic, or which is regulated under current or future Applicable Laws, including but not limited to petroleum, flammable substances, explosives, radioactive materials, asbestos, formaldehyde foam insulation, polychlorinated biphenyls, lead, radon, and transformers containing dielectric fluid containing levels of polycholorinated biphenyls in excess of 50 parts per million. If Grantee or any of Grantee's affiliates,employees,subcontractors,consultants or agents cause any contamination of the Easement or the groundwater, then Grantee shall be responsible and liable for all remediation and clean-up of such contamination to a condition appropriate for commercial/industrial use in accordance with all requirements of the governmental authority with jurisdiction over the remediation and clean-up of such contamination, which shall be performed at Grantee's sole expense. Grantee shall deliver written notice to Grantor within twenty-four (24) hours of receiving actual notice of the following affecting the Easement or the groundwater: (x) any proceeding or inquiry by any governmental authority with respect to Hazardous Materials, (y) any actual or threatened claim by any governmental authority or third party relating to Hazardous Materials,or(z)the discovery of any Hazardous Materials. 12. Mechanic's Liens. Grantee shall keep the portion of Grantor's Property that will be burdened by the Easement free from and shall promptly discharge all mechanic's or materialman's liens arising from any work performed, material furnished or obligations incurred in connection with any of Grantee's activities within the Easement, including,without limitation,by the posting of a statutory payment bond to bond over any such lien (provided, however, that Grantee may contest any such lien by appropriate proceedings). Grantee shall satisfy such lien in full within thirty(30)days after such proceeding has become final and unappealable. Without limiting the foregoing,Grantee may settle any such lien on terms it deems satisfactory in its sole discretion so long as such settlement results in the removal of such lien from the Easement pursuant to Applicable Laws and does not require any admission of liability by Grantor or impose any liability or obligation on Grantor. 13. Taxes. Grantee shall pay all personal property taxes attributable to its Facilities in the Easement, if any. 14. Insurance. At all times during the Term, Grantee shall, at its expense, maintain a broad form commercial general liability insurance from an insurance company authorized to do business in Texas with an A.M. Best rating of"A-"or better, (a)comprehensive general liability or commercial general liability insurance,with limits of not less than Five Million and No/100ths Dollars($5,000,000.00)per occurrence and not less than Ten Million and No 100ths Dollars($10,000,000.00) in the aggregate,for bodily injury, death and property damage and including contractual liability coverage; (b) workers' compensation insurance and employer's liability insurance in accordance with requirements of Applicable Laws;and(c) automobile liability insurance on all vehicles owned or operated by Grantee's contractors and subcontractors with a combined single limit per occurrence of not less than Five Million and No/100ths Dollars($5,000,000.00). All such insurance policies shall name Grantor as an additional insured,contain a waiver of subrogation clause, severability of interest clause and cross-liability clause, and provide that the insurance coverages may not be amended or terminated without thirty(30)days prior written notice to Grantor. From time to time upon Grantor's request, Grantee shall provide to Grantor copies of insurance certificates evidencing such insurance coverage. 15. Indemnification. Grantee shall indemnify, defend and hold harmless Grantor and Grantor's affiliates,members,managers,officers,directors,employees,representatives,mortgagees and agents(each, an "Indemnified Party") for, from and against losses, damages, claims, lawsuits, costs, expenses and liabilities (including but not limited to reasonable attorney's fees) arising out of (i) any operations or activities of Grantee or its respective employees, contractors, subcontractors, agents or invitees on the Easement; (ii) any negligence or willful misconduct on the part of Grantee or its respective employees, contractors, subcontractors, agents or invitees; (iii) any breach of this Agreement by Grantee or its respective employees, contractors, subcontractors, agents or invitees; or (iv) any Hazardous Materials contamination at,around or beneath the Easement or in the groundwater caused by Grantee or its respective employees,contractors, subcontractors,consultants,agents or invitees or any violation of the requirements set forth in Section 12 by Grantee or its respective employees, contractors, subcontractors, consultants, agents or invitees. This indemnification shall not apply to losses, damages, claims, costs, expenses and liabilities to the extent caused by gross negligence or willful misconduct on the part of the Indemnified Party. This indemnification shall survive the termination of this Agreement. In no event shall either party shall be liable to the other party for incidental, consequential, special, punitive or indirect damages, including,without limitation,loss of use,loss of profits,costs of capital or increased operating costs,arising out of this Easement, whether by reason of contract, indemnity, strict liability, negligence, intentional conduct,breach of warranty,or otherwise,except in the case of claims for incidental,consequential,special, punitive or indirect damages by third parties. 16. Attorneys'Fees. If Grantor or Grantee files any action or brings any proceeding against the other party arising from or related to this Easement,the prevailing party shall be entitled to recover from the other party element of its costs of suit and not as damages) reasonable attorneys' fees (including both in-house and outside attorneys'fees),costs and expenses incurred by the prevailing party in such action or proceeding (including any appeals). 17. Abandonment. If Grantee abandons its use of the Facilities for a period of one(1)continuous year after construction of such Facilities is complete, other than as a result of force majeure, and if Grantee thereafter fails to recommence utilization of the Facilities within ninety (90) days after receipt of written notice from Grantor requesting Grantee to either recommence utilizing the Facilities or to be deemed to have abandoned such Facilities,then, Grantee shall, as soon as practicable thereafter, remove all Facilities from the surface of the Land. 18. Default. If Grantee fails to perform any affirmative duty or obligation of Grantee under this Agreement that remains uncured for thirty (30)days after written notice thereof(or if such cure cannot be completed within thirty(30)days, if such cure is not commenced within thirty(30)days or thereafter is not diligently prosecuted to completion),Grantor may pursue any right or remedy available at law or in equity as a result without any requirement of further notice or demand, including but not limited to,termination of this Easement and termination of Grantee's right to possession of the Easement by any lawful means. 19. Notices. Any notice required or permitted by this Agreement shall be in writing. Notice shall be deemed to have been sufficiently given for all purposes when sent by certified or registered mail, postage and fees prepaid via reputable overnight courier, addressed to the applicable Party at the address listed below. Any successor to any of the Parties should give notice of their succession and provide Notice addresses in writing to the other Party utilizing the procedures set forth herein. Grantor: Port Arthur LNG Holdings, LLC c/o Sempra Energy 488 8th Street, HQ09N1 San Diego, CA 92101 Attn: Jennifer DeMarco WITH COPY TO: Stahl, Bernal, Davies, Sewell&Chavarria, LLP 7320 N. MoPac, Suite 211 Austin,Texas 78731 Attn: Brent Stahl Grantee: City of Port Arthur Attn: Harvey Robinson, Interim City Manager 444 4th Street Port Arthur,Texas 77641-1089 Fax: (409)983-8128 Email: Harvey.Robinson(cr�,,portarthurtx.gov WITH COPY TO: City of Port Arthur Legal Department Attn: City Attorney,Val Tizeno 444 4th Street Port Arthur,Texas 77641-1089 Fax: (409)983-8124 Email: Va1.Tizeno@portarthurtx.gov 20. Legal Matters. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.Venue shall be proper in the County where the Easement Property is located. 21. Captions for Convenience.All headings and captions used herein are for convenience only and are of no meaning in the interpretation or effect of this Agreement. 22. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. 23. NO WARRANTIES. THE EASEMENT AND RELATED RIGHTS GRANTED HEREIN AND MADE SUBJECT TO THIS AGREEMENT ARE GRANTED WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED. {signatures on following page} IN WITNESS WHEREOF,the Parties hereby execute this Agreement as of the date first above written. GRANTOR: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings, LLC,a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: GRANTEE: CITY OF PORT ARTHUR By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared , who acknowledged himself/herself to be the of City pf Port Arthur and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: EXHIBIT A to New Easement [Preliminary Draft Subject to Modification] Legal Description of Grantor's Property BEING a 2187.215 acre tract of land (Grid), 2187.658 acre tract of land(Surface), described in two (2) tracts and being out of and a part of that certain Port Arthur LNG Holdings,LLC called 2838.798 acre tract of land (Grid), more fully described in seventeen (17)tracts, recorded in Clerk's File No. 2006017390 of the Official Public Records of Jefferson County, Texas and that certain 2.605 acre tract of land conveyed to Port Arthur LNG Holdings,LLC, more fully described and recorded in Clerk's File No. 2008018145 of said Official Public Records and being the same tracts of land as deeded to The McFaddin Trust,more fully described as the First Tract(2470.7 acres), Second Tract(1064.85 acres), Sixth Tract(640 acres), Seventh Tract (640 acres), Eighteenth Tract (333 acres), Twenty-fourth Tract (580.19 acres), Twenty-fifth Tract (320 acres), One Hundred Fourth Tract (154.84 acres) and One Hundred Sixteenth Tract (684 acres) as recorded in Volume 284, Page 41 of the Deed Records of Jefferson County, Texas. Said 2187.215 acre tract of land(Grid),2187.658 acre tract of land(Surface), being out of and a part of the Pedro de la Garza Survey,Abstract No.438,the I.D.Polk Survey,Abstract No. 770,the T. &N. O.RR. Survey, Section No. 305,Abstract No. 331,the John Wescott Survey,Abstract No. 780,the M. Broussard Survey, Section No. 124, Abstract No. 488,the P. B. O'Conner Survey,Abstract No. 185,the T. &N. O. RR. Survey, Section No. 123, Abstract No. 251, the John Bennett Survey, Abstract No. 71, the N. Coleman Survey, Abstract No. 12,and the W.E. Sparks Survey,Section No.306,Abstract No. 858,Jefferson County,Texas and being more particularly described as follows: Tract 1N—1288.371 Acre Tract(Grid) 1288.632 Acre Tract(Surface) BEGINNING at a concrete monument stamped"Gulf Oil Corp."found at the Northeast corner of Tract 3 of said 2838.798 acre tract, said Twenty-fifth Tract(320 acres)of said Volume 284, Page 41 and said Abstract No. 251, same being the Southeast corner of that certain Premcor Refining Group, Inc. called 120.517 acre tract of land,more fully described as Tract 9 recorded in Clerk's File No. 9505598 of the Official Public Records of said Jefferson County and the M. Broussard Survey, Section No. 122,Abstract No. 486 and being in the West line of that certain Bridge City Real Properties,LLC called 8.3035 acre tract of land,more fully described and recorded in Clerk's File No. 2005032661 of said Official Public Records and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 02 deg. 53 min. 38 sec. East along and with the East line of said Twenty-fifth Tract(320 acres)and said Abstract No. 251, same being the West line of said 8.3035 acre tract and said Abstract No. 71, a distance of 467.13 feet to a point for corner in the East right-of-way line of State Highway No. 87 (public right-of-way), same being an Angle corner in the West line of said 8.3035 acre tract; '!'HENCE South 68 deg. 16 min.07 sec.West,a distance of 84.92 feet to a point for corner in the centerline of said State Highway No. 87 at the beginning of a non-tangent curve to the left; THENCE in a Southeasterly direction along and with the centerline of said State Highway No. 87 and said curve to the left, having a radius of 5729.58 feet, a central angle of 00 deg. 33 min. 38 sec., a long chord that bears South 23 deg. 27 min. 25 sec. East, a distance of 56.06 feet and an arc distance of 56.06 feet to a point; THENCE South 23 deg. 44 min. 35 sec. East continuing along and with the centerline of said State Highway No. 87, a distance of 845.92 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction continuing along and with the centerline of said State Highway No. 87 and said curve to the right, having a radius of 5734.53 feet,a central angle of 01 deg. 59 min. 54 sec.,a long chord that bears South 22 deg. 44 min. 36 sec. East, a distance of 199.99 feet and an arc distance of 200.00 feet to a point for corner; THENCE South 21 deg. 43 min. 52 sec. East continuing along and with the centerline of said State Highway No. 87, a distance of 396.73 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the South corner of that certain Associated Marine Services, Inc. called 6.910 acre tract of land, more fully described and recorded in Clerk's File No. 2007046912 of said Official Public Records, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on with the South line of said 6.910 acre tract for a total distance of 570.59 feet to a point on the approximate Southwest right- of-way of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with said Port Arthur Ship Channel right-of-way, a distance of 3800.97 feet to a point; THENCE South 68 deg. 21 min. 37 sec. West, at a distance of 419.85 feet pass a point for the Northwest corner of that certain Roy B.Robinson Tract of land,more fully described and recorded in Clerk's File No. 2007027294 of said Official Public Records and in the East right-of-way line of said State Highway No. 87, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and continuing on for a total distance of 469.85 feet to a point in the centerline of said State Highway No. 87; THENCE South 21 deg. 32 min. 31 sec. East along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the Southwest corner of said Roy B.Robinson tract in the East right-of-way line of said State Highway No. 87,from which a 5/8 inch iron rod found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on for a total distance of 457.38 feet to a point on the said approximate Southwest line of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with the Southwest line of said Port Arthur Ship Channel, a distance of 1663.56 feet to a point; THENCE South 68 deg. 27 min.29 sec. West,a distance of 415.92 feet to a point in the centerline of said State Highway No. 87; THENCE North 21 deg.32 min. 49 sec. West along and with the centerline of said State Highway No. 87, a distance of 311.29 feet to a point; THENCE South 68 deg.27 min.29 sec.West,a distance of 70.00 feet to a concrete GSU monument found in the Southwesterly right-of-way line of said State Highway No. 87 at the North corner of that certain Gulf State Utilities Company called 0.222 acre tract of land, more fully described and recorded in Volume 809, Page 443 of said Deed Records; THENCE South 53 deg. 35 min. 38 sec. West along and with the Northwest line of said 0.222 acre tract and that certain Texas Parks and Wildlife Department called 5.344 acre tract, more fully described and recorded in Volume 809, Page 443 of said Deed Records, a distance 305.21 feet to a concrete monument with disc stamped"T. P. & W."found at the most Northerly Northwest corner of said 5.344 acre tract; THENCE South 36 deg. 25 min. 08 sec. East along and with the most Northerly West line of said 5.344 acre tract, a distance of 251.01 feet to a 5/8 inch iron rod found at an Ell corner of said 5.344 acre tract; THENCE South 53 deg. 33 min. 23 sec. West along and with the most Westerly North line of said 5.344 acre tract, a distance of 3221.96 feet to a point at the most Westerly Northwest corner of said 5.344 acre tract and being in the North line of that certain J.W.Gates called 4.7 acre tract of land,more fully described and recorded in Volume 101,Page 345 of said Deed Records,from which a 1 inch iron pipe inside a 3 inch iron pipe found for reference, bears South 22 deg. 17 min. 27 sec. East a distance of 51.58 feet; THENCE South 53 deg.31 min.23 sec.West along and with the North line of said 4.7 acre tract,a distance of 1717.76 feet to a 3 inch iron pipe with disc stamped"C.A. Kohler"found at the Southeast corner of that certain Texas Parks and Wildlife Department called 1323.84 acre tract of land, more fully described as Tract A recorded in Volume 2409,Page 429 of said Deed Records; THENCE North 21 deg. 07 min. 15 sec. West along and with the most Southerly East line of said 1323.84 acre tract, a distance of 4111.64 feet to a 1 inch iron pipe found; THENCE North 21 deg. 41 min. 56 sec. West continuing along and with the most Southerly East line of said 1323.84 acre tract, a distance of 5398.13 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at an Ell corner of said 1323.84 acre tract; THENCE South 68 deg. 21 min. 13 sec. West along and with the most Easterly North line of said 1323.84 acre tract, a distance of 2634.34 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at the beginning of a non-tangent curve to the left; THENCE in a Southwesterly direction continuing along and with the most Easterly North line of said 1323.84 acre tract and said non-tangent curve to the left,having a radius of 4123.49 feet,a central angle of 34 deg. 49 min. 09 sec., a long chord that bears South 50 deg. 56 min. 42 sec. West, a distance of 2467.49 feet and an arc distance of 2505.88 feet to a 3 inch iron pipe filled with concrete found at an Ell corner of said 1323.84 acre tract; THENCE North 56 deg. 21 min. 47 sec. West along and with an East line of said 1323.84 acre tract, at a distance of 1142.19 feet pass a 1 inch iron pipe with cap stamped"WORTECH"found and continue on for a total distance of 1450.00 feet to a point at a Northeast corner of said 1323.84 acre tract and being in the Southeast line of that certain United States of America called 37.3 acre tract of land, more fully described and recorded in Volume 330, Page 132 of said Deed Records; THENCE South 33 deg. 38 min. 54 sec.West along and with the Northwest line of said 1323.84 acre tract, same being the Southeast line of said 37.3 acre tract,a distance of 4317.40 feet to a point for the Northwest corner of said 1323.84 acre tract and being in the Northeast line of that certain Texas Parks and Wildlife called 53.90 acre tract of land,more fully described as Tract 14 recorded in Volume 1758,Page 160 of said Deed Records; THENCE North 56 deg. 18 min. 35 sec. West along and with the Northeast line of said 53.90 acre tract,a distance of 183.30 feet to a point for the Northwest corner of said 53.90 acre tract,same being the Northeast corner of that certain Texas Parks and Wildlife called 106.67 acre tract of land, more fully described as Tract 8 recorded in said Volume 1758,Page 160 and being in the West line of said Abstract No. 858, same being the East line of the T.&N. O. RR. Survey, Section 307,Abstract No. 297; THENCE North 02 deg.45 min.48 sec. West along and with the West line of said Abstract No. 858, same being the East line of said Abstract No.297,a distance of 196.60 feet to a point for corner in the Northwest line of said 37.3 acre tract,same being the Southeast line of that certain State of Texas called 4500 acres of land,more fully described and recorded in Volume 1168,Page 444 of said Deed Records; THENCE North 33 deg. 38 min. 54 sec. East along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 4158.82 feet to a point at the beginning of a non-tangent curve to the right; THENCE in a Northeasterly direction continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract and Jefferson County Waterway and Navigation District called 186.885 acre tract of land,more fully described and recorded in Clerk's File No.2005043069 of said Official Public Records and said non-tangent curve to the right, having a radius of 5873.49 feet, a central angle of 34 deg. 47 min. 25 sec., a long chord that bears North 50 deg. 57 min. 33 sec. East, a distance of 3511.86 feet and an arc distance of 3566.40 feet to a point at the end of said curve; THENCE North 68 deg. 21 min. 13 sec. East continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract,a distance of 2121.70 feet to a point in the East line of said Abstract No. 770,same being the West line of said Abstract No.486 and said 120.517 acre tract; THENCE South 02 deg. 57 min. 41 sec. East along and with the East line of said Abstract No. 770, same being the West line of said Abstract No.486 and said 120.517 acre tract,a distance of 130.06 feet to a point for the Southwest corner of said Abstract No. 486 and said 120.517 acre tract, same being the Northwest corner of said Abstract No. 488 and said Eighteenth Tract(333 acres); THENCE North 87 deg. 02 min. 32 sec. East along and with the North line of said Eighteenth Tract(333 acres)and said Abstract No. 488, said Twenty-fifth (320 acres) and said Abstract No. 251, same being the South line of said 120.517 acre tract and said Abstract No. 486, at a distance of 1635.58 feet pass a 1 inch iron rod with cap stamped "WORTECH SURVEYORS" set, at a distance of 5766.53 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" found at the Northeast corner of Tract 1 of said 2838.798 acre tract of land (Grid) in the Southwest right-of-way line of said State Highway No. 87 and continuing on for a total distance of 6123.35 feet to the PLACE OF BEGINNING, containing 1408.045 acres of land(Grid) 1408.330 acres of land(Surface),more or less, SAVE &EXCEPT that certain Texas Parks and Wildlife Department 120.674 acre tract of land(Grid)120.698 acre tract of land(Surface),called 120.757 acres, more fully described and recorded in Film Code No. 102-31-1501 of said Official Public Records and being more particularly described as follows; COMMENCING at said concrete monument stamped "Gulf Oil Corp." found at the Northeast corner of said Twenty-fifth Tract (320 acres) and said Abstract No. 251, same being the Southeast corner of said 120.517 acre tract and said Abstract No. 486 and being in the West line of said 8.3035 acre tract and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 16 deg. 13 min. 58 sec. East,a distance of 7891.25 feet to a concrete monument with disc stamped "T. P. & W. No. 111" found at the PLACE OF BEGINNING of the herein described SAVE & EXCEPT tract; THENCE in a circular pattern along and with the lines of said called 120.757 acre tract the following courses and distances: South 23 deg. 07 min. 55 sec. East,a distance of 67.83 feet to a point; South 79 deg. 40 min. 16 sec. West,a distance of 54.31 feet to a point; South 79 deg. 32 min. 55 sec. West,a distance of 171.16 feet to a point; South 04 deg. 58 min. 04 sec. East,a distance of 88.52 feet to a point; South 60 deg. 10 min. 57 sec. West,a distance of 147.57 feet to a point; South 51 deg. 13 min. 05 sec. West, a distance of 56.70 feet to a point; South 67 deg. 11 min. 40 sec. West,a distance of 80.62 feet to a point; North 89 deg. 48 min. 06 sec. West,a distance of 93.82 feet to a point; South 74 deg. 51 min. 58 sec. West, a distance of 81.21 feet to a point; South 60 deg. 52 min. 35 sec. West, a distance of 185.56 feet to a point; South 59 deg. 28 min. 24 sec. West, a distance of 338.09 feet to a point; South 86 deg. 05 min. 32 sec. West, a distance of 90.20 feet to a point; North 73 deg. 56 min. 44 sec. West, a distance of 70.54 feet to a point; North 67 deg. 32 min. 23 sec. West,a distance of 157.92 feet to a point; North 82 deg. 24 min. 00 sec. West,a distance of 179.63 feet to a point; North 76 deg. 24 min. 40 sec. West,a distance of 288.18 feet to a point; North 56 deg. 08 min. 41 sec. West,a distance of 170.95 feet to a point; North 38 deg. 50 min. 45 sec. West, a distance of 118.39 feet to a concrete monument with disc stamped"T. P. &W.No. 93"found leaning; North 47 deg. 54 min. 08 sec. West,a distance of 89.52 feet to a point; North 36 deg. 59 min. 15 sec. West,a distance of 158.48 feet to a point; North 33 deg. 54 min. 46 sec. West,a distance of 192.35 feet to a point; North 24 deg. 06 min. 55 sec. West,a distance of 52.30 feet to a point; North 18 deg. 58 min. 29 sec. West,a distance of 224.53 feet to a point; North 27 deg. 54 min. 59 sec. West,a distance of 149.47 feet to a point; North 19 deg. 06 min. 07 sec. West,a distance of 181.36 feet to a point; North 11 deg. 19 min. 15 sec. West,a distance of 163.75 feet to a point; North 01 deg. 56 min. 25 sec. West,a distance of 167.32 feet to a point; North 13 deg. 46 min. 38 sec. West, a distance of 330.88 feet to a point; North 14 deg. 06 min. 15 sec. East, a distance of 273.65 feet to a concrete monument with disc stamped"T. P. &W.No. 82"found; North 37 deg. 55 min. 38 sec. East, a distance of 162.87 feet to a point; ' North 49 deg.46 min. 24 sec. East, a distance of 386.74 feet to a point; North 65 deg. 21 min. 23 sec. East, a distance of 144.75 feet to a point; North 71 deg. 55 min. 00 sec. East,a distance of 397.27 feet to a point; North 63 deg. 25 min. 27 sec. East, a distance of 347.41 feet to a point; North 84 deg. 58 min. 25 sec. East, a distance of 66.44 feet to a point; South 68 deg. 25 min. 17 sec. East, a distance of 94.90 feet to a point; South 45 deg. 20 min. 34 sec. East, a distance of 476.70 feet to a concrete monument with disc stamped"T. P. &W.No. 74"found; South 33 deg. 46 min. 16 sec. East, a distance of 566.27 feet to a point; South 26 deg. 37 min.43 sec. East, a distance of 764.31 feet to a point; South 20 deg. 38 min. 54 sec. East, a distance of 523.17 feet to a point; South 06 deg. 13 min. 23 sec. East, a distance of 273.78 feet to the PLACE OF BEGINNING, containing 120.674 acres of land(Grid), more or less, leaving a net acreage for Tract 1N as being 1288.371 acres of land(Grid) 1288.632 acres of land(Surface),more or less. Tract 1S—898.844 Acre Tract(Grid) 899.026 Acre Tract(Surface) BEGINNING at a 1 inch iron pipe set inside a 3 inch iron pipe found for the most Northerly Northeast corner of that certain Texas Parks & Wildlife Department called 2105.69 acre tract, more fully described and recorded in Volume 2409, Page 429 of said Deed Records, same being the Southwest corner of said 5.344 acre tract,same being the Southeast corner of said 4.7 acre tract and same being the Northwest corner of Tract 2N out of said 2838.798 acre tract; THENCE North 53 deg. 33 min. 23 sec. East along and with the South line of said 5.344 acre tract, a distance of 3459.84 feet to a concrete monument stamped "T.P. & W." found at the Southeast corner of said 5.344 acre tract and being in the Southwest right-of-way line of said State Highway No. 87; THENCE North 68 deg. 27 min. 29 sec. East, a distance of 485.95 feet to a point on the approximate Southwest line of said Port Arthur Ship Channel; THENCE in a Southeasterly direction along and with the Southwest line of said Port Arthur Ship Channel as follows: South 20 deg. 06 min. 54 sec. East, a distance of 391.47 feet to a point; South 21 deg. 36 min. 04 sec. East, a distance of 5753.25 feet to a point; South 33 deg. 07 min. 44 sec. East, a distance of 808.81 feet to a point; South 35 deg. 58 min. 34 sec. East, a distance of 523.21 feet to a point; South 38 deg. 49 min. 04 sec. East, a distance of 558.57 feet to a point; South 50 deg. 17 min. 34 sec. East, a distance of 2339.42 feet to a point in the East line of said Abstract No. 438, same being the West line of the Dennis Gahagan Survey, Abstract No. 123, Jefferson County,Texas; THENCE South 02 deg.23 min.28 sec.East along and with the East line of said 2470.7 acre tract and said Abstract No. 438, same being the West line of the William F. Scott 1991 Trust called 25.089 acre tract of land, more fully described and recorded in Clerks File No. 2007023650 of said Official Public Records, that certain C.Doornbos called 1103.5 acre tract of land,more fully described and recorded in Volume 437, Page 613 and Volume 439,Page 147 of said Deed Records and said Abstract No. 123,a distance of 4080.57 feet to a 1 inch iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 74 deg. 52 min.43 sec. West,a distance of 239.30 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 23 deg. 57 min. 03 sec.West,a distance of 352.61 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 65 deg.39 min. 12 sec.West,a distance of 247.49 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 29 deg.37 min. 56 sec. West,a distance of 785.69 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 28 deg.09 min.21 sec. West,a distance of 832.15 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; South 40 deg. 14 min.27 sec. West,a distance of 226.71 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg.36 min.31 sec. West a distance of 727.45 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 17 min. 19 sec. West a distance of 664.65 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 72 deg. 59 min. 11 sec. West a distance of 729.64 feet to a 1 inch iron pipe found; North 73 deg. 09 min.25 sec. West a distance of 38.00 feet to a 1 inch iron pipe found at the South corner of that certain Jefferson County,Texas called 110.418 acre tract(Grid),more fully described and recorded in Clerk's File No. 2004017255 of said Official Public Records; THENCE North 52 deg. 32 min. 56 sec. East along and with the most Southerly Southeast line of said 110.418 acre tract(Grid), at 2704.20 feet pass a 5/8 inch iron rod found at the South corner of that certain Texas Parks & Wildlife Department called 12.60 acre tract more fully described and recorded in Clerk's File No. 1999014390 of said Official Public Records, same being the most Southerly East corner of said 110.418 acre tract (Grid), at a distance of 3068.22 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" set at the East corner of said 12.60 acre tract in the Westerly right-of-way line of said State Highway No. 87 and continuing on for a total distance of 3128.89 feet to a point in the centerline of said State Highway No. 87 in a non-tangent curve to the left; THENCE in a Northwesterly direction along and with the centerline of said State Highway No. 87 the following courses and distances: a non-tangent curve to the left, having a radius of 2291.83 feet, a central angle of 04 deg. 34 min. 10 sec.,a long chord that bears North 49 deg. 56 min. 30 sec. West,a distance of 182.72 feet and an arc distance of 182.77 feet to a point; North 52 deg. 13 min. 35 sec. West, distance of 1172.10 feet to a point; North 52 deg. 13 min. 26 sec. West, distance of 156.34 feet to a point; North 48 deg. 50 min. 05 sec. West,distance of 161.20 feet to a point; THENCE South 52 deg. 15 min. 06 sec. West, at a distance of 61.14 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" set at the North corner of said 110.418 acre tract (Grid) in the Southwesterly right-of-way line of said State Highway No. 87 and continuing on along and with the Northwest line of said 110.418 acre tract (Grid) for a total distance of 3524.15 feet to a 1 inch iron pipe found at the West corner of said 110.418 acre tract (Grid)and being in the Northeast line of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 55 deg. 43 min. 11 sec. West,a distance of 258.91 feet to a 1 inch iron pipe found; North 44 deg. 59 min. 56 sec. West,a distance of 279.19 feet to a 1 inch iron pipe with cap stamped "WORTECH" set; North 22 deg.43 min. 13 sec.West,a distance of 2499.84 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg. 17 min. 27 sec. West, a distance of 5196.06 feet to the POINT OF BEGINNING, containing 899.417 acres of land (Grid) 899.599 acres of land(Surface), more or less, SAVE & EXCEPT that certain United States of America tract,more fully described as Parcel 8 recorded in Volume 549,Page 14 and Volume 520,Page 225 of said Deed Records and being more particularly described as follows; BEGINNING at a point in the centerline of said State Highway No. 87, from which a 1" iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract, same being the South corner of Tract 2S of said 2838.798 acre tract and being in the West line of said 1103.5 acre tract and said Abstract No. 123, same being the East line of said 2470.7 acre tract and said Abstract No. 438, bears South 10 deg. 34 min. 01 sec. East a distance of 3821.00 feet; THENCE North 62 deg. 26 min. 39 sec. East, a distance of 154.06 feet to a point; THENCE South 27 deg. 33 min. 21 sec. East, a distance of 165.89 feet to a point; THENCE South 62 deg.26 min. 39 sec. West,a distance of 148.67 feet to a point in the centerline of said State Highway No. 87; THENCE North 27 deg. 54 min. 58 sec. West along and with the centerline of said State Highway No. 87, a distance of 8.41 feet to a point at the beginning of a non-tangent curve to the left; THENCE in a Northwesterly direction continuing along and with the centerline of said State Highway No. 87 and said non-tangent curve to the left,having a radius of 2291.83 feet,a central angle of 03 deg. 56 min. 24 sec., a long chord that bears North 29 deg. 29 min. 47 sec. West, a distance of 157.57 feet and an arc distance of 157.60 feet to the POINT OF BEGINNING, containing 0.573 acre of land (Grid) 0.573 acre of land (Surface), more or less, leaving a net acreage for Tract 1S being 898.844 acres of land (Grid) 899.026 acres of land(Surface),more or less. and BEING a 3.905 acre tract of land and being all of that certain Roy B. Robinson tract of land, more fully described and recorded in Clerk's File No. 2007027294 of the Official Public Records of Jefferson County,Texas. Said 3.905 acre tract of land being out of the John Bennett Survey,Abstract No. 71, Jefferson County, Texas and being more particularly described as follows: BEGINNING at a point at the Northwest corner of said Robinson tract, same being the Southwest corner of that certain Port Arthur LNG Holdings, LLC called 3.561 acre tract of land, more fully described as Tract 6 recorded in Clerk's File No. 2006017390 of said Official Public Records and being in the Northeast line of State Highway No. 87(120 foot wide public right-of-way), from which a found I inch iron pipe, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and the intersection of the West line of said Abstract No. 71 with the Northeast line of said Highway No. 87 right-of-way,bears North 21 deg. 39 min. 41 sec. West,a distance of 5297.82 feet (called South 18 deg. 45 min. East, 5300 feet); THENCE North 68 deg. 21 min. 37 sec. East(called South 71 deg. 15 min. West) along and with the Northwest line of said Robinson tract, same being the Southeast line of said 3.561 acre tract, a distance of 290.00 feet (called 290 feet, more or less to the West right-of-way line of the Port Arthur Ship Channel); THENCE South 21 deg. 32 min. 31 sec. East(called in a Northerly direction along and with the Port Arthur Ship Channel) along and with the Northeast line of said Robinson tract, a distance of 500.30 feet to a point for corner(called 500 feet, more or less, to a point); THENCE South 68 deg. 21 min. 37 sec. West(called North 71 deg. 15 min. East) along and with the Southeast line of said Robinson tract, same being the Northwest line of that certain Port Arthur LNG Holdings,LLC called 0.313 acre tract of land, more fully described as Tract 7 recorded in said Clerk's File No. 2006017390,pass at a distance of 290.00 feet(called 290 feet, more or less)to a point at the Southwest corner of said Robinson Tract, same being the Northwest corner of said 0.313 acre tract and being in the Northeast line of said State Highway No. 87 right-of-way, from which a found 5/8 inch iron rod (Bent), bears North 68 deg. 21 min. 37 sec. East,a distance of 0.76 feet, continuing on a total distance of 340.00 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 31 sec. West along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 68 deg. 21 min. 37 sec. East, a distance of 50.00 feet to POINT OF BEGINNING, containing 3.905 acres of land, more or less, of which 1.825 acres lies under water due mainly to erosion by Port Arthur Ship Channel traffic. LEGEND PORT ARTHUR, TEXAS VOL VOLUME BK. BOOK JEFFERSON COUNTY111 PG. PAGE FND. FOUND PROP. PROPOSED N. COLEMAN SURVEY,ABSTRACT NO. 12 W Pt PIPELINE PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N ii 'n SEC. SECTION 1.1 J N.T.S. NOT TO SCALE P. B. O'CONNER SURVEY,ABSTRACT NO. 185 DWG.NO. DRAWING NUMBER DOC.NO. DOCUMENT NUMBER JOHN BENNETT SURVEY,ABSTRACT NO.71 —P— PROPERTY LINE T.&N.0. RR.SURVEY, SECTION NO. 123,ABSTRACT NO.251 --- CENTERLINE(CL) II Ile ---- ABSTRACT UNE I.R. IRON ROD IP. IRON PIPE 1 P.E PERMANENT EASEMENT T.W.S. r N.T.S.VICINITY M1MICE. TEMPORARY WORKSPACE A.T.W.S. ADDITIONAL TEMPORARY WORKSPACE /� UTM UNIVERSAL TRANSVERSE MERCATOR / ! fr I NAD 83 NORTH AMERICAN DATUM OF 1983 Sit 87- 'v( `� /e1) n GPS GLOBAL POSITIONING SYSTEM an J.C.C.F.NO. JEFFERSON COUNTY CLERK FILE NUMBER O.P.R.J.C.T, OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS ' P.O.B. POINT OF BEGINNINGP.O.E. 1 P.O. POINT OF EXIT 1,'i )111 P.O.R. POINT OF RE-ENTRY .O.C. FIBER OPTIC CABLE TO PORT ARTHUR RIGHT OF WAY .H. STATE HIGHWAY �pY A CITY OF PORT ARTHUR I �N SHEEP7 SQUAREFEETWW 2415P250•EET7 0P807 4 MON. CONCRETEMONUMENT ' 40.01.5.> W. TEXAS PARKS d WILDLIFE `� - / I 111 Ip'll Q 0 Q \ l SHEET 6 24150-250J'PL-15"r Q \Ele � ILL !' i I \TRCTNO. TX-JE-0O1.000 `>` PORT ARTHUR LNG �° (• I :�1� ,ry, 0 4 , HOLDINGS, LLC ��"° � � %' TRACT 1 SHEETS , 1 N W Z 24I5625PPPL•15200805 k / �V 1,408.04 ACRES v��„1 lit (61,334,423 SQ.FT.) 11 Q J.C.C.F.NO.2006017390 I IMMIER / iTh � SHEETCe g `` , 2a15P250 PPL•15200003 (MMMM LOST LAKE \1 \ O J PROPOS .r 10'WIDE a \ r 1 f W 1 PER -�•. UTILITY I6 w MENT �p \ O SHEET 4 ��� CHANNEL TO KERN LAKE W $ 24150.250DPL•15206W4 - �' •\a . r REle ' a i _ W i 10'WIDE PERMANENT Univ ' EASEMENT FOR COP 4 •T' LINE KEITHLAKE \ m PORT ARTHUR ,�t�" OLDINGS, LLC TRACT NO. TX-JE-001.000 I� NOTES: PORT ARTHUR LNG 0 1.OWNERSHIP INFO RMA 'N'•R THIS EXHIBIT WAS FURNISHED BY d REPRESENTATIVES OF CLIENT AND IS NOT WARRANTED BY HOLDINGS, LLC A- THE SURVEYOR. TRACT 2 F- 4. 2. ALL BEARINGS,DISTANCES,COORDINATES AND AREAS CONTAINED 899.41 ACRES g.i HEREIN ARE GRID BASIS OF BEARINGS-GRID NORTH REFERENCED TO (39,178,619 SQ.FT.) THE TEXAS COORDINATE SYSTEM 1983,SOUTH CENTRAL ZONE(4204), 2011 ADJUSTMENT.(US SURVEY FEET)DERIVED FROM A GPS SURVEY J.C.C.F.NO.2006017390III PERFORMED BY UNIVERSAL ENSCO,INC..AUGUST 2017. sOR 3.SEE SHEETS 889 OF 9 FOR DESCRIPTION. S 4.THIS SURVEY WAS PERFORMED FOR THE SPECIFIC PURPOSE OF ESTABLISHING A SURFACE FOR AN EASEMENT. 8 THIS PLAT SHALL NOT BE R RECORDED FOR ANY PURPOSE + ADAM SALAZAR III DATE: SEE SHEET 2 ▪ REGISTERED PROFESSIONAL LAND SURVEYOR TEXAS REGISTRATION NO.5965 FOR PROPERTY CALCULATIONS t UEI TEXAS REGISTRATION NO.10031600 ▪ UNIVERSAL ENSCO,INCJ4B48 LOOP CENTRAL DR..HOUSTON.TX 770811713425.8000 SHEET 1 OF 9 S REV OWN CHKO DATE SCALE: AS SHOWN SATE DRAWING HUMBER Y OWN BY: CBG 05/10/18 - 3 CHKD BY:AS3 05/10/18 'CND FILE NAME k ANAL CK:BC 05/10/18 - _ 51' NCR.: CS 05/10/18 REvmON u APPRV: AS3 05/10/18 C s C MN AS3 09/19/18 PUNTNISIE EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH & UTILITIES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC jPREPARED BY: UNIVERSAL ENSCO, INC. PROJECT NUMBER: 24150 24150-250-PPL-1 5200_REVC-001 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 rn P. B. O'CONNER SURVEY,ABSTRACT NO. 185 ('1 JOHN BENNETT SURVEY,ABSTRACT NO.71 0 T. & N. 0. RR. SURVEY, SECTION NO. 123, ^ ABSTRACT NO. 251 EL OTHER ABSTRACTS CE FOR TRACTS 1 AND 2 M. BROUSSARD SURVEY, SECTION NO. 122,ABSTRACT NO.486 M. BROUSSARD SURVEY, SECTION NO. 124,ABSTRACT NO.488 I.L. I. D. POLK SURVEY,ABSTRACT NO.770 T.&N.0.RR.SURVEY,SECTION NO. 305,ABSTRACT NO.331 rJOHN WESCOTT SURVEY, ABSTRACT NO. 780 W.E. SPARKS SURVEY, SECTION NO. 306,ABSTRACT NO. 858 Z LL T& N.O. RR SURVEY, SECTION NO. 307,ABSTRACT NO. 297 Q re 1:e 0 LINE TABLE-10'WIDE PERMANENT UTILITY EASEMEN1iO TRACT 2 TRACT 10 / NO. BEARING DISTANCE NO. ��• • E L. p 22°43'42" 5 N22`17'28"W ` _58' reA/ RADIUS 2,610.00' 6 N22°17'28"\� ,181,07' 1 ARC DISTANCE 1,035.35 p 52°22'36" Q < CHORD 1,028.58' RADIUS 3,890.00' CHORD DIRECTION N75°20'56"W 7 ARC 1 0 -CE 3,556.02' W Z2 N86°42'47"W 468.12' C' •R• 3,433.49' 0 p 64°25'19" D •'D DIRECTION NO3°53'50"E —RADIUS 3,390.00' • —' N30°05'08"E 763.46' , r 3 ARC DISTANCE 3.811.63 p 17°06'42" 0 omme CHORD 3,: • '4 RADIUS 3,110.00' CHORD DIRECTION 3*..'W 3 ARC DISTANCE 928.82' 4 N22°17'28"W /�\� ,• 1.77' CHORD 925.37' f LA o i• CHORD DIRECTION N21°31'47"E '. W 1 PV 10 N54°25'53"E 414.13' �i 11 N23°08'45"E 22.92' CE i IL 12 N21°51'291W 1,531.33' A LI\I `� 13 N22°46'06"W 689.69' 8 ••`pct` m Qt I e� . 0 H e g TOTAL DISTANCE ACROSS TRACT 1: 10,087.43' TOTAL DISTANCE ACROSS TRACT 2: 8,236.97' 0 i AREA OF PERMANENT EASEMENT TRACT 1: 1.95 ACRES(85,167 SQ.FT.) Z AREA OF PERMANENT EASEMENT TRACT 2: 1.89 ACRES(82,370 SQ.FT.) 8 AREA OF PERMANENT EASEMENT INSIDE S.H.87 R.O.W.: 0.49 ACRE(21,257 SQ.FT.) R 8 SHEET 2 OF 9 5 REV OWN CHKD DATE SCALE: AS SHOWN DATE DRAWING NUMBER 2 NH BY: CBC _05/10/18 — 3 5 CHKO BY:AS3 _05/10/18 -n OLE WWE k F1NAL CK:BC 05/10/18 - ENCR.: CS 05/10/18 REVISION • APPRO: AS3 05/10/18 C s• C MN AS3 09/19/18 PLANT LANAE EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH& UfIU➢ES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC PREPARED BY: UNIVERSAL ENSCO, INC. I PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-002 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12 jik W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N ' P. B.O'CONNER SURVEY,ABSTRACT NO. 185 1J,n JOHN BENNETT SURVEY,ABSTRACT NO.71 T.&N. 0. RR.SURVEY,SECTION NO. 123,ABSTRACT NO.251 ^ tei z: 0 250IX glSCALE: 1"=500'ml Om : \ I (TRACT N0. TXJE-001.000 o• PORT ARTHUR LNG CL EASEMENT - HOLDINGS, LLC Z li TRACT 2 ` Q a I Z 899.41 ACRES ` `, �� \�� (39,178,6. 06 FT.) \\ e` \ J.C.C.F.NO.2006017390 \1 De co co P.O.B. \\ ♦ O Et Q N:13,885,23.97 � •,E:3,571,283.97 \\.� \ 0 Ih EXISTING FOREIGN PIPELINES � 4 \ � D i TO BE ABANDONED \ ?�� \Y:C -\'. .ice: ♦� ;' � �, LL \\ tSji y. \ d O < #I CL EASEMENT �mn \\ ati 1. 1 Z I. �.g �'�� s�zm \`\\.\ �j�C7 \\ ,C50.0' Ly4 G4'. %�\ -0T I \ 0mom s0.l7 g. ♦ ems/ \•` •\ ���+ 1 \ D \\ i 11\131S5 I DETAIL"A' \' I W i N.T.S. ��► � I LI 11 1:t �ob a10 �� I Et �o SEE D- 4 .,A„ \ I �ry ♦ PROPOSED CL 10'WIDE \ i t. , Qz PERMANENT UTILITY j�� t I W� d ♦ • EASEMENT 0:1 PROP. o 0 _ PROP. 175.0'WIDE ry^ . UTILITY CORRIDOR Z� ` \ _ "t I P.O.B.Q l \\ PROPOS H.87 R.O W �1 E:3,571 283. _ __ _ t9 I EXIST.ENTERGY2\-\\---\\:\s‘ \ ;`���\�9 5 • EASEMENT —CO©�1 \\ $� \ 0 i \ \ ' \4 `;•.,<5'\ S \ \ P \ Z, \ /\ \\ FUD.PIPE aF. 7( SET 518'I.R.W'CA. UNIvERSAE ENSCO INC." SHEET 3 OF 9 eREV DEM CHKO DATE SCALE: AS SHOWN CATE DRAWING NUMBER OWN BY: CBG 05/10/18 - a CHO BY:AS3 05/10/18 CR2 FILE NAME AL CK BC 05/10/18 - k MAL CS 05/10/18 REVISION o APPRV: AS3 05/10/18 C `s C MN AS3 09/19/18 RAWNAME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNQI &URLmES RE-LOCATION EASEMENT FOR COPA WATER LINE $ A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC $ PREPARED BY: UNIVERSAL ENSCO, INC. I PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-003 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12tl/iW PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 '' P. B.O'CONNER SURVEY,ABSTRACT NO. 185 N YJnn JOHN BENNETT SURVEY,ABSTRACT NO.71 0 T. & N. 0. RR. SURVEY, SECTION NO. 123, C,\�1�Zoo-pp5 ABSTRACT NO. 251 a 2°�0,�°PP` ` SEE DETAIL"B" 0 25D \ • \ SCALE: 1'=500' \ a \ 1.0\ \\ (TRACT NO. TX-JE-001.000) PORT ARTHUR LNG LL ` Z \� \ � HOLDINGS, LLC Q \� \ \ 899.41 ACRES 899.41 ACRES \\\ \ o (39,178,619 SO.FT.) ii!.- CEJ.C.C.F.NO.2006 17309 Aill \\ \ \ \ PROP. 175.0'WIDE • Ga 7UTILITY CORRIDOf ` *Ooljal (`�-` 010 ai \ t �,5,s aRID \ • \�`. ¶0.0 PB \\ . '` \25,9' G 1 \\ CL EASEMENT \ CV`' PROPOSED CL 10'WIDE 1 U \ \ WATER LINE TO BE 4 \ \ PERMANENT UTILITY W \ \� iI W \ \ CONSTRUCTED TO•°�y�� \ \ \ EASEMENT /� \ ABANDONEDWELL\ ] \\ \ \ 1 ,Lri '4 14.1' V gj \ \ 11 o a \ . \ 4 R \ 11._ '�'� .LOC.OF \ \ © a \ ,' EONEC WELLS\ W 1.0•MIN.CLR. \ \ ����, \ \ \ \ 1 m g �� 2 \ / DETAIL"B" rc) \ 1 N.T.S. \ sy \ /�/`pe .\ .\\ '>�OXy� po \ p, 01 R \ WATER UNE TO BE CONSTRUCTED `'9S /`�, N. I `�^, C I \ TO AVOIj ABANDONED WELL iff 6'4)C� I ^p i `5.0' \ \ +11 ry 8 \ \ \ / S \\ \ \ // \ \ Y \�il� 5 SHEET 4 OF 9 5 REV OWN CHKD DATE SCALE: AS SHOWN DATE DRAWING NUMBER 2 OWN BY: CBG 05/10/18 - 9 3 CHID)NY:AS3 05/10/18 CAD FILE NOME k FINAL CR:BC 05/10/18 - - ENGR.: CS 05/10/18 REVISION e APPRV: AS3 05/10/18 C R C MN 453 09/19/18 1 wME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH& UT1IJI1ES RE-LOCATION EASEMENT FOR COPA WATER UNE • A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC • PREPARED 81: UNIVERSAL ENSCO, INC. PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-004 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N.COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N 'n P. B.O'CONNER SURVEY,ABSTRACT NO. 185 1J, JOHN BENNETT SURVEY,ABSTRACT NO. 71 0 T.&N.0. RR. SURVEY,SECTION NO. 123,ABSTRACT NO.251 -,szoo24,MAPH LINE 0 250o1 -OGS 1 IEle I I SCALE: 1'=500 0 //;/ (TRACT NO. rxJE-001.000) ��'� I PORT ARTHUR LNG \�,\ CL I ,//,'',/ I HOLDINGS, LLC \�;\ In II I�! 1,408.04 ACRES(61,334,423 SQ. .) \\.� 1 I 0 / / I J.C.C.F. O.2006017390 \\.�� Q ' I 1 ,, ROUND LAKE Et ` \ `11\ I 11j11(‘ � \\ PROP. 175.0'WIDE I CL EASEM ' Et 0 \ \\ \ r UTILITY CORRIDOR > \ \ \`1 F \ L.L. \ \ \ \ \ SEE DETAIL"C" acR`O°R Q QW EXIST.ENTERGYJ\ '13A,19 , DETAIL"C" Q EASEMENT \ \ O PROPOSED CL 10'W 4L N.T.S. ;G \ \ PERMANENT Ui ►j \� lA EASEM GULF STATES \\S • UTILFTIES COMPANY '�\ \ �. I CALLED 0.222 ACRE 0CE - \ A VOL.809,PG.443, \ \ .)0)\ \ {�/� D.R.J.C.T. J �___'�-:� FND SlB'IT. �v QCOPA LATERAL A . TRACT No.TXJE-002.000 W q Et \ I TEXAS PARKS VALDLIEPMTNENf „ CALLED 5344 ACRES /' FND.CONC.FIX i ^ FILM CODE NO.102-31.1501 .,' STAMPED T. LL &FILM CODE NO.10231.1475 Tie a \ I o.P.ru.c.T. �, JOHN BENNETT SURVEY, / O \ �ti ABSTRACT N0.71 \ — ti' 0'14'P S.O'CONCT NO.1 5 i // \\\ • t, \ \ \ \ �o'S'b �3�3��. ABSTRACT NO.185 07 Q' (TRACT N0. TX4E-001.000) 0 PORT ARTHUR LNG L \ \ �/ 853°33'23V-259.17'1 t� 3v1.259•T HOLDINGS, LLC r iv SET 5/8'IR WICAP V,.�� S53 932 ! TRACT 2 g -UNIVERSAL ENSCO INC' ,00, 0 \\ \\Ti�q 899.41 ACRES S SET 518'I.R.W/CAP 1111.1:k O\\�1520 (39,178,619 SQ.FT.) 'UNIVERSAL ENSCO INC' 2w^ 5 QP J.C.C.F.NO.2006017390 O a, /� Z R F. SHEET 5 OF 9 REV OWN CHKD DATE SCALE: AS SHOWN DATE ORAWINC NUMBER OWN BY: CBG 05/10/18 g CHKD BY:AS3 05/10/18 CAD FILE NAME k FINAL CK:BC 05/10/18 - 5 EHOR.: CS 05/10/18 REVISION o *PIN: AS3 05/10/18 C C MN AS3 09/19/18 PLANT NAME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH &UTILITIES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC I PREPARED BY: UNIVERSAL ENSCO, INC. I PRDIECT NUMBER: 24150 24150-250-PPL-15200_REVC-005 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N 'n P. B.O'CONNER SURVEY,ABSTRACT NO. 185 u, JOHN BENNETT SURVEY,ABSTRACT NO.71 ❑ T.&N.0. RR.SURVEY,SECTION NO. 123,ABSTRACT NO.251 FND.CONC.MON. a STAMPED"GULF OIL CORP, It N: 13,879,644.05 ��s�/ Et31 E: 3,565,684.11 0 250 T I I k SCALE: ."=500'0 w ,, �.w m - ( y, m l\, \---.,,,, N c�my� I— .LL II \ 10 p2 Z P Q1 \ ®• �aym Q L / 10.0'P.E. �— ,\ (\, �, 50.0' IEt 0 / / /// CL EASEMENT/ / `z • 0 m� ❑ P / CLE R,,y,R / 0 4.1 ,\\\ Q QDETAIL"D" / I � \P N.T.S. N9 \ o / W Z /� � . /. 4 '\`; \\ \ \ , m .. % i ❑ J / 4. OL °` A' % V E W SEE DETAIL"D" /.---"' 'i I S \, si ` \ W s I/�h 0 \c ,i. I ma" y' ' c''', EXIST.ENTERGY_ • o:lickA m\EASEMENT yi `` / PROP. 175.0'WIDE `*\ CO sk� / / Q ,/ / UTILITY CORRIDOR \\\. 0 / / / 0 z TRACT NO. TXJE-001.000 �» // PROPOSED CL 10'WIDE U PORT ARTHUR LNG '\'\-\,, PERMANENT UTILITY HOLDINGS, LLC \� EASEMENT I TRACT1 q1 II / l 1,408.04 ACRES / (61,334,423 SQ.FT.) Q i / /r / T.8 N.O.RR.SURVEY,SECTION N0.123, J.C.C.F.NO.2006017390 ABSTRACT N0.251 w P.B.O'CONNER SURVEY,ABSTRACT N0.185 I wm 3 z R MATCH o 2415pL-5',N_OS I SHEET 6 OF 9 REV OWN CHKD DATE SCALE: AS SHOWN DATE DRAWING NUMBER OWN BY: CBG 05/10/18 - i - CAED BY:AS3 05/10/18 CAD FILE NAME FINAL CK:BC 05/10/18 - a ENGR.: CS 05/10/18 REVISION 0_._ -- AFPRV: AS3 05/10/18 C C MN AS3 09/19/18 PLANT NAME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH & UTILITIES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC IPREPARED BY: UNIVERSAL ENSCO, INC. I PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-006 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N.COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N rn P. B.O'CONNER SURVEY,ABSTRACT NO. 185 1J, JOHN BENNETT SURVEY,ABSTRACT NO.71 il 0 T. &N.0. RR.SURVEY,SECTION NO. 123,ABSTRACT NO.251 ���. FNO.CONC.MON. STAMPED'GULF OIL CORP.' POINT OF N87°0732'E \\ N: 13 879644.05 0 250 TERMINATION 295.9' \E: 3,565,684.11 e �� 1� , SCALE Oo' \ ,t 11. \ ® }' 1\ \ \\\\,.\\ \ Z \\`, CL EASEMENT 1 \\ ;,it \ sAymu► O� CE \\m 1 \ T2 621 \ O L. - `,/3-.4 ‘; L9y y CI 1- \ -V SEE DETAIL"E" Q Et \� ' DETAIL"E" N.T.S. ,� CE \\ l !c \\\ m \ J/ Vim\ \\\ 0 �CL EASEMENT 7 \ \ ' + 11/ 'tet ', , .si. Ia��' I m \\ \\\ u 1 <t �i4)/y /t0 43 \ t / W RI( 5 r J � _ mt:),\ % W PROPOSED CL 10'WIDE / / TK z I n I. PERMANENT UTILITY / / 0 w U ,„ Op \\, i.i. EASEMENT / / I �,� \\\- ,\\\z_ < W �m Imm g EXIST.ENTERGY � / m �� 4, EASEMENT / / - z (TRACT N0. TX-JE-001.000) s' \3 / / 1 a PORT ARTHUR LNG'\\.\ \a' // / / UTI/ OLITY CORR DOR HOLDINGS, LLC \� 1\ TRACT 1 R / / 1,408.04 ACRES \\ \ // / O (61,334,423 SQ.FT.) i // , y / I J.C.C.F.NO.2006017390 a SHEET 70F9 REV OWN CHKD DATE SCALE AS SHOWN DATE s D OWN BY: CBG 05/10/18 1 GH 8Y:AS3 05/10/18 Cm FILE NAME FINAL CK SC 05/10/18 - DIGR.: CS 05/10/18 REMgON O APPRV: AS3 05/10/18 C `s C MN AS3 09/19/18 P1.(T IOME EASEMENT PIAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY a $i B AS3 AS3 06/26/18 PALNGH & UTILITIES RE-LOCATION EASEMENT FOR COPA WATER UNE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC PREPARED BY: UNIVERSAL ENSCO, INC. I FRaFcr nwem: 24150 24150-250-PPL-15200_REVC-007 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 Port Arthur LNG Holdings,LLC Doc.No.24150-250-PPL-15200 EXHIBIT A Metes and Bounds Description CENTERLINE DESCRIPTION FOR 10' (FEET) WIDE, CITY OF PORT ARTHUR (COPA) PERMANENT UTILITY EASEMENT FOR A WATERLINE CONTAINING A CALCULATED TOTAL 1.95 ACRES(85,167 SQ. FT.)OF LAND, OUT OF TRACT 1,AND 1.89 ACRES(82,370 SQ.FT.)OF LAND,OUT OF TRACT 2,SAID TRACT 1 BEING CALLED A 1,408.04 ACRES(61,334,423 SQ.FT.)OF LAND,AND TRACT 2 BEING A CALLED 899.41 ACRES(39,178,619 SQ. FT.)OF LAND,BOTH DESCRIBED IN A METES AND BOUNDS DESCRIPTION NOT YET FILED FOR RECORD,SAID TRACTS].&2,BEING THOSE SAME TRACTS OF LAND CONVEYED TO SEMPRA ENERGY PRODUCTION COMPANY IN AN INSTRUMENT FILED FOR RECORD UNDER,VOLUME 1591,PAGE 468,OF THE DEED RECORDS OF JEFERSON COUNTY(D.R.J.C.T.);FURTHER,BEING CONVEYED TO PORT ARTHUR LNG HOLDINGS,LLC IN AN INSTRUMENT FILED FOR RECORD UNDER,JEFFERSON COUNTY CLERK'S FILE NO.(J.C.C.F. NO.)2006017390 IN THE OFFICIAL . PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS(O.P.R.J.C.T.), SAID TRACTS 1&2, BEING REMAINDERS OF THOSE PARTICULAR TRACTS OF LAND DEEDED TO THE MCFADDIN TRUST, RECORDED UNDER,VOLUME 284, PAGE 41,OF THE D.R.J.C.T.,TRACT 1,BEING OUT OF AND PART OF T.&N.O.RAILROAD SURVEY,SECTION NO.123,ABSTRACT NO.251;T.&N.O.RAILROAD SURVEY,SECTION NO.305;ABSTRACT NO.331;T.& N.O. RAILROAD SURVEY, SECTION NO. 307;ABSTRACT NO.297, M. BROUSARD SURVEY,SECTION NO. 124,ABSTRACT NO.488;I.D.POLK SURVEY,ABSTRACT NO.770;JOHN WESCOTT SURVEY, CTION NO. 280,ABSTRACT NO. 780;W.E.SPARKS SURVEY, SECTION NO.306,ABSTRACT NO.85$ CONNER SURVEY ABSTRACT NO.185;AND JOHN BENNETT SURVEY,ABSTRACT NO.71;AND •�, ,BEING OUT OF AND PART OF PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438; N.COLEMAAJ:_J' EY,ABSTRACT NO.12;P.B.O'CONNER SURVEY ABSTRACT NO.185;AND JOHN BENNETT SU• TRACT NO.71 ALL OF JEFFERSON COUNTY,TEXAS;SAID 10' (FEET) WIDE, (COPA) PERMANE p' EASEMENT FOR A WATERLINE BEING SITUATED FIVE (5') FEET EACH SIDE OF THE FOLLOW] n.. RIBED CENTERLINE WITH SIDELINES LENGTHENED OR SHORTENED TO INTERSECT BOUNDARI ,7. OREMENTIONED TRACTS OF LAND, BEING MORE PARTICULARLY DESCRIBED BY METES AND BO‘.'•�P AS FOLLOWS: ALL BEARINGS, DISTANCES,COORDINATES AND AREAS HEREIN ARE GRID,BASIS • ••INGS—GRID NORTH,REFERENCED TO THE TEXAS COORDINATE SYSTEM 1983,SOUTH CENTRAL .1 204),2011 ADJUSTMENT,(U.S.SURVEY FEET),AS DERIVED FROM A GLOBAL POSITIONING SYSTEM(6ri . RVEY PERFORMED BY UNIVERSAL ENSCO, INC.IN APRIL 2018; N•• Qj BEGINNING at a point being a POINT OF CURV• ; " '.O.C.)to the left,of the herein described 10'(FEET) WIDE,COPA PERMANENT UTILITY EASEMENT, O. •.O.C.lying in the existing Right of Way(R.O.W.)of STATE HIGHWAY 87(R.O.W.WIDTH VARIES),ha 1 j•d coordinate:N:13,865,207.90 FEET,E:3,571,283.97 FEET, from which a found iron pipe on interne ..' •• a southeasterly line of above mentioned subject TRACT 2,and the southwesterly R.O.W. line of sai. — - HIGHWAY 87,bears South 37° 53'22"East,a distance of 453.43 feet,and a set iron rod with cap sta p.• UNIVERSAL ENSCO INC."for the southerly-most corner of said TRACT 2,bears,South 43°16'02"Wes - ance of 3,463.29 feet; -V THENCE along said cu : •- left for an arc distance of 1,035.35 feet,said curve having:radius=2,610.00 feet; delta = 22°43'43' i • searing = North 75°20' 56"West;chord distance = 1,028.57feet,to a POINT OF TANGENCY(P.O. THENCE f 42'47"West,for a distance of 468.12 feet to a P.O.C.to the right; THENCE along said curve to the right for an arc distance of 3,811.63 feet,said curve having:radius= 3,390.00 feet;delta=64°25'19";chord bearing=North 54°30'08"West;chord distance= 3,614.00 feet,to a P.O.T.; THENCE North 22°17'28"West,for a distance of 2,921.77 feet,to a POINT OF EXIT(P.O.E.),said P.O.E.,being on the southeasterly line of a 50'(feet)wide strip of land for an access road being out of a called 5.344 acres tract of land conveyed to TEXAS PARKS AND&WILDLIFE DEPARTMENT,described in instruments filed for record under FILM CODES NO.'S 102-31-1501,and 102-31-1478,of the O.P.R.J.C.T.,from which a set 5/8 inch iron rod with cap stamped'UNIVERSAL ENSCO INC.,"bears,South 53"33'23"West,a distance of 259.17 feet,and a found concrete monument stamped"T.P.&W."bears North 53°33'23"East,a distance of 3,200.67 feet; THENCE North 22°17'28"West,across said 50'(feet)wide strip of land for an access road being out of a called 5.344 acres tract of land,for a distance of 51.58 feet,to a POINT OF RE-ENTRY(P.O.R.),from which a found 5/8 inch iron rod for an interior corner of said 5.344 acres tract of land bears, North 53°33'23'East,a distance of Page 8 of 9 Universal Pegasus International 4848 Loop Central Drive Houston,Texas 77081 Ph:713-425-6000 Texas Firm No.10031600 Port Arthur LNG Holdings,LLC Doc.No.24150-250-PPL-15200 EXHIBIT A Metes and Bounds Description 2,962.79 feet and a set 5/8 inch iron rod with cap stamped "UNIVERSAL ENSCO INC."bears South 53° 33'23" West,a distance of 259.17 feet; THENCE North 22°17'28"West,for a distance of 2,181.07 feet,to a P.O.C.to the right; THENCE along said curve to the right for an arc distance of 3,556.02 feet,said curve having:radius = 3,890.00 feet;delta=52°22'36";chord bearing=North 03°53'50"East;chord distance= 3,433.49 feet,to a P.O.T.; THENCE North 30°05'08"East,for a distance of 763.46 feet,to a P.O.C.to the left; THENCE along said curve to the left for an arc distance of 928.82 feet,said curve having:radius= 3,110.00 feet; delta= 17°06'42";chord bearing=North 21'31'47"East;chord distance=925.37 feet,to a point for corner; THENCE the following three(3)bearings and distances: 1. North 54°25'53"East, for a distance of 414.13 feet,to an angle point; O ,P 2. North 23°08'45"East, for a distance of 22.92 feet,to an angle point; � � ` 3. North 21°51'29"West, for a distance of 1,531.33 feet,to an angle point; Al THENCE North 22°46'06"West,for a distance of 689.69 feet,to the POINT OF T ' • TION,of the herein described 10' (FEET) WIDE, COPA PERMANENT UTILITY EASEMENT for a e, from which a found concrete monument stamped"Gulf Oil Corp,"for the northeasterly corner of - 111.. •CT 1,being the northeast corner of aforementioned T.&N.O.RAILROAD SURVEY,SECTION NO. ,) . RACT NO.251,the southeast corner of aforementioned M. BROUSARD SURVEY,SECTION NO. 124, ., TRACT NO.488, and lying on a westerly line of the JOHN BENNETT SURVEY,ABSTRACT NO.71, - . orth 887°02'32"East,for a distance of 295.9 feet, said 10' (FEET)WIDE,COPA PERMANENT UTI .' EMENT containing a calculated total of 1.95 ACRES(85,167 SQ.FT.)of land;linear distance of 10,0870 et,out of TRACT 1;and 1.89 ACRES(82,370 SQ.FT.)of land;linear distance of 8,236.97 feet,out of • • fib SURVEYOR'S NOTE:0.49 acres of land are not' I.. • in the above-stated acreage totals,said 0.49 acres of land is herein calculated and depicted to be wi in •TE HIGHWAY 87(WIDTH VARIES)R.O.W. At any time, should reversionary rights be enforced, sai. 10 .cres of land must be added to above-described 10' (FEET) WIDE,COPA PERMANENT UTILITY EA . 'i . I ADAM SALAZAR III,DO HEREB. •;'FY THAT THIS SURVEY WAS MADE ON THEM' . W AND THAT THIS PLAT CORRECTLY REPRESENTS T CTS FOUND AT THE TIME OF THE SURVEY. l` ADAM SA.471 DATE: REGISTERED s•OFESSIONAL LAND SURVEYOR#5965 UEI TEXAS REGISTRATION NO.10031600 Page 9 of 9 Universal Pegasus International 4848 Loop Central Drive Houston,Texas 77081 Ph:713-425-6000 Texas Firm No.10031600 EXHIBIT E Form of Replacement Facilities Bill of Sale Effective Date: [Date of Execution of this Bill of Sale] Grantor: Port Arthur LNG Holdings,LLC do Sempra Energy 488 8th Street, HQ09N1 San Diego, CA 92101 Grantee: City of Port Arthur Grantee's Mailing Address: 444 4th Street Port Arthur, Texas 77641-1089 Real Property: See Exhibit A Transferred Facilities: All items of personal property,both tangible and intangible(excluding cash),affixed or attached to, or placed or situated on, the Real Property in connection with the Replacement Facilities as defined in that certain Asset Relocation Agreement between Grantor and Grantee dated ,2018,including without limitation,the following: 1. All equipment, pipelines, and fixtures owned by Grantor and located in or on the Real Property. 2. All of Grantor's interest in all use, and operating permits, if any, and all licenses and approvals issued from time to time with respect to the Transferred Facilities. 3. All of Grantor's interest in and to all existing and assignable guarantees and warranties, express or implied,if any,issued in connection with the construction,alteration,and repair of the Transferred Facilities and the purchase, installation, and repair of the Transferred Facilities, to the extent that such guarantees and warranties are known to and in the possession of Grantor. Consideration: Ten Dollars in hand received and for other good and valuable consideration,the sufficiency of all of which is agreed and acknowledged. For the Consideration,Grantor transfers to Grantee the Transferred Facilities. As a material part of the Consideration for this sale,Grantor and Grantee agree that Grantee is taking the Transferred Facilities "AS IS" and that there are no representations, disclosures, or express or implied 42 warranties except those contained in this bill of sale. Grantee has not relied on any information other than Grantee's inspection. Grantor indemnifies and holds Grantee harmless from all claims, losses,costs, expenses, or causes of action relating to the Transferred Facilities that arise prior to the Effective Date;such indemnity includes, without limitation,expenses or damages for environmental or hazardous materials contamination related to the Transferred Facilities. Grantee releases Grantor from expenses or damages for environmental or hazardous materials contamination related to the Transferred Facilities that arise after the Effective Date. Grantor agrees to execute and deliver any additional documents reasonably necessary or appropriate to carry out the intent of this bill of sale in transferring the Transferred Facilities to Grantee. When the context requires, singular nouns and pronouns include the plural. [Signatures on the following page.] 43 GRANTOR: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company STATE OF ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings,LLC, a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 44 GRANTEE: CITY OF PORT ARTHUR By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared , who acknowledged himself/herself to be the of , a , and that he/she as such officer, being authorized to do so,executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 45 Exhibit A to Replacement Facilities Bill of Sale [Preliminary Draft Subject to Modification] Real Property 46 LEGEND PORT ARTHUR, TEXAS VOL VOLUME BK BOOK JEFFERSON COUNTY )k PG. PAGE FND. FOUND N. COLEMAN SURVEY,ABSTRACT NO. 12 W PROP. PROPOSED PAL PIPELINE PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 SEC. SECTION N in N.T.S. NOT TO SCALE P. B.O'CONNER SURVEY,ABSTRACT NO. 185 DWG.NO. DRAWINGNUMBER JOHN BENNETT SURVEY,ABSTRACT NO. 71il 0 NUMB DOC.NO. DOCUMENT HUMBER —t— PROPERTY LINE T.&N.0. RR. SURVEY,SECTION NO. 123,ABSTRACT NO.251 --- CENTERLINE(CL) ——.— ABSTRACT LINE LL I.R. IRON ROD I I.P. IRON PIPE 1 P.E. PERMANENT EASEMENT N.T.S.VICINITY MICe T.W.S. TEMPORARY WORKSPACE • I T A.T.W.S. ADDITIONAL TEMPORARY WORKSPACE UTM UNIVERSAL TRANSVERSE MERCATOR / riiJ NAD 83 NORTH AMERICAN DATUM OF 1983 S.H.87 J / GPS GLOBAL POSITIONING SYSTEM ``�' / J.C.C.F.NO. JEFFERSON COUNTY CLERK FILE NUMBER O.P.RJ.C.T. OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS , P.O.B. POINT OF BEGINNING 1 P.O.E. POINT OF EXIT V P.O.R. POINT OF RE-ENTRY T .O.C. FIBER OPTIC CABLE TO PORT ARTHUR RIGHT OF WAY 7 .H. STATE HIGHWAY 'o.NpV L A CITY OF PORT ARTHUR I _^5,1 SHEET 7 SOUARE FEET P+' 29150.250.PPL•1520.007 MON. CONCRETE MONUMENT 1 � 4. 4111 W. TEXAS PARKS&WILDLIFE - Ait re �' QCe I e � N A II SHEET ` 0 29156258-PPL-157j(y,• 0 ,/1/1 Li- . c•f: / fTRACTNO. TX-JE-0O1.000 ,� 4 LL RT ARTHUR LNG to 10 .. Q (•ROUND:AF\1 `v. HOLDINGS, LLC ,11 . ( Q TRACT 1 SHEETS ,\ 11 , I A W 1,408.04 ACRES 241562507PL-15200005 $ ` Z k► Ik (61.334.423 SQ.FT.) 1, Q J.C.C.F.NO.2006017390----, • • I, \ ,.l `� 24156256PPL.1520C-003 LOST III J � PROPOS .0 0'WIDEPER UTILITYI\ ' \ D • w W it•- MENT to ,®Y. \ W Et O SHEE'4 �� CHANNEL TO KEITH LAKE g 24156250 PPL-152GP004 N.• Et I. iii, 10'WIDE PERMANENT U EASEMENT _ ` W FOR COP' We; LINE KEITH LAKE I m PORT ARTHUR o< OLDINGS, LLC 1. TRACT N0. TX-JE-001.0001 NOTES: PORT ARTHUR LNG 0 1.OWNERSHIP INFORMA IIPNN••R THIS EXHIBIT WAS FURNISHED EN d REPRESENTATIVES OF _CLIENT AND IS NOT WARRANTED BY HOLDINGS, LLC THE SURVEYOR TRACT 2 2. ALL BEARINGS,DISTANCES.COORDINATES AND AREAS CONTAINED 899.41 ACRES HEREIN ARE GRID BASIS OF BEARINGS-GRID NORTH REFERENCED TO (39,178,619 SQ.FT.) THE TEXAS COORDINATE SYSTEM 1983,SOUTH CENTRAL ZONE(4204), i 2011 ADJUSTMENT,(US SURVEY FEET)DERIVED FROM A GPS SURVEY J.C.C.F.NO.2006017390 PERFORMED BY UNIVERSAL ENSCO,INC.,AUGUST 2017. 50 R 3.SEE SHEETS 8&9 OF 9 FOR DESCRIPTION. 4.THIS SURVEY WAS PERFORMED FOR THE SPECIFIC PURPOSE OF ESTABLISHING A SURFACE FOR AN EASEMENT. 8 THIS PLAT SHALL NOT BE 8 RECORDED FOR ANY PURPOSE Ft ADAM SALAZAR 81 DATE: SEE SHEET 2 REGISTEREDPROFESSIONAL LANOSURVEYOR FOR PROPERTY CALCULATIONS A TEXAS REGISTRATION NO.5965 t UEI TEXAS REGISTRATION NO.10031600 UNIVERSAL ENSCO,INC./4848 LOOP CENTRAL DR.,HOUSTON.TX 71081/713-425$000 SHEET 1 OF 9 REV OWN CHKD DATE SCALE: AS SHOWN DATE DRAM NUMBER OWN BY. CBG 05/10/18 CHKD BY:AS3 05/10/18 CAD RLE NAVE k FINAL CK:BC 05/10/18 - a ENGR.: CS 05/10/18 REVISION 0 APPRV: AS3 05/10/18 C R C MN AS3 09/19/18 PLANT NAME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH & UTILITIES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC I PREPARED BY: UNIVERSAL ENSCO, INC. 1 PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-001 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N.COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 'n P.B.O'CONNER SURVEY,ABSTRACT NO. 185 in JOHN BENNETT SURVEY,ABSTRACT NO. 71 ❑ T. & N. 0. RR. SURVEY, SECTION NO. 123, ^ ABSTRACT NO. 251 LL OTHER ABSTRACTS Ce FOR TRACTS 1 AND 2 M. BROUSSARD SURVEY,SECTION NO. 122 ,ABSTRACT NO.486 M.BROUSSARD SURVEY,SECTION NO. 124 ,ABSTRACT NO.488 0.. I. D.POLK SURVEY,ABSTRACT NO.770 T.&N.0. RR.SURVEY, SECTION NO.305,ABSTRACT NO.331 1'uJOHN WESCOTT SURVEY, ABSTRACT NO. 780 W.E. SPARKS SURVEY, SECTION NO. 306,ABSTRACT NO. 858 Z T& N.O. RR SURVEY. SECTION NO. 307,ABSTRACT NO. 297 4 O 4(44 11.1 LINE TABLE-10'WIDE PERMANENT UTILITY EASEMENT* O TRACT 2 TRACT 1 6 0 NO. BEARING DISTANCE NO. ♦ik . E Lim A 22°43'42" 5 N22''7'28''N (`` .58' RADIUS 2,610.00' 6 N22°17'288w"VftV ,181.07' i ARC DISTANCE 1,035.35 AIld 52`22'36" 0 4 CHORD . 1028.58' RADIUS 3,890.00' CHORD DIRECTION N75°20'56"W 7 ARC ' ••CE 3,556.02' IA Z 2 N86°42'47"W 468.12' CRs 3,433.49' Q A 64°25'19" p. •�•'D DIRECTION NO3°53'50"E RADIUS 3,390.00' v N30°05'08"E 763.46' , r 3 ARC DISTANCE 3,811.63 A 17°06'42" I❑i Iii CHORD 3,; . "i RADIUS 3,110.00' JCHORD DIRECTION 30 i.W 9 ARC DISTANCE 928.82' w F W r_ 4 N22°17'28"W t, .• 1.77' CHORD 925.37' U i O� CHORD DIRECTION N21°31'47"E LI. 1 8 P1/ 10 N54°25'53"E 414.13' W Ii 11 N23°08'45"E 22.92' 11 i a W"A 12 N21°51'29" 1,531.33' S ♦```' 13 N22°46'06"W 689.69' IA11 0CO 11 Q 0 II- a!' S TOTAL DISTANCE ACROSS TRACT 1: 10,087.43' S TOTAL DISTANCE ACROSS TRACT 2: 8,236.97' 0 i AREA OF PERMANENT EASEMENT TRACT 1: 1.95 ACRES(85,167 SQ.FT.) AREA OF PERMANENT EASEMENT TRACT 2: 1.89 ACRES(82,370 SQ.FT.) Z 8 AREA OF PERMANENT EASEMENT INSIDE S.H.87 R.O.W.: 0.49 ACRE(21,257 SQ.FT.) 0 i F. SHEET 2 OF 9 REV OWN CHKD DATE SCALE: AS SHOWN DATE ANG NWROR OWN BY: CBC 05/10/18 1 CHKD BY:AS3 05/10/18 an FIE NWE k FINAL CK:BC 05/10/18 - IENGR.: CS 05/10/16 REVISION o APPRA: AS3 05/10/18 C R C MN AS3 09/19/18T NSE EASEMENT PLAT — 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY • B AS3 AS3 06/26/18 PALNGH do UTILITIES RE—LOCATION EASEMENT FOR COPA WATER LINE • A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC jPREPARED BY: UNIVERSAL ENSCO, INC. PROJECT mimeo: 24150 24150-250-PPL-15200_REVC-002 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N rn P. B.O'CONNER SURVEY,ABSTRACT NO. 185 YJ JOHN BENNETT SURVEY,ABSTRACT NO. 71 0 T. &N.0. RR. SURVEY, SECTION NO. 123,ABSTRACT NO.251 al : Et -I \ 1 0 250 i • I \ � `, SCALE: 1'=500'n 1 ,r,.\\-\\ \ 11A if TRACT NO. 1XJE.0O1.000, �� �,`.11 ZI PORT ARTHUR LNG `1\ %\.. CL EASEMENT N HOLDINGS, LLC Z CT I TRACT 2 `t�699.41 ACRES <�\ (39,178,619 SQ.FT.) i Q J.C.C.F.NO.2006017390 \ AP:B.�\\ • O111 \� ,\N:13.855,207.90\- \ �` C:1 � •,E 3,571,283.97 \�\ F Q In EXISTING FOREIGN PIPELINES \' -Kis, 0 TO BE ABANDONED '.\\, Li- \ 4P Et II \ s �* O < I CL EASEMENT y`�� 4?6,, WZ \tt• =� I 10.0'P.E. 4�� ` N N \ bU Z I�, \ \\v�50.0' im'} ` \ 9 \ C I T • e \\\, �Z� I \\ R�a I �V --1 I DETAIL"A" ♦� ‘\.\\ \ I F W N.T.S. g• .` I � I Sii -\ i W s aa I n/ ^^ ?o SEE P- T' "A" \.\\, ..‘tI CE I.L ^� S ,ry ♦ / PROPOSED CL 10'WIDE IWR (UQ¢ ` PERMANENT UTILITY I F. &moo • EASEMENT \ IM\ 0 1 ` PROP. 175.0'WIDE W ��" ,_ ` UTILITY CORRIDORA., \___ __ I , \• I ``�` _ 1 `\� • N:13.885,207 E:3.57t,283.� \ PROP�S,H.87 R.Oiill. fir 3. j © -- --- - - \ sS EXIST.ENTERGY 0 ---0-1-\- ----\\\\,.... \. \ 'PO EASEMENT \ \ \ 1 . ii g i , e\,\ 8 \ -, :I-f '‘. . '1/4s.', h FND.PIPE Y SET 5/8"I.R.MAP I •UNIVERSALENSCOINC. 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TX-JE-001.000 PORT ARTHUR LNG 7 Li_ \ \ , \ HOLDINGS, LLC Z Q \ \ \ TRACT 2 899.41 ACRES Et \\ \ (39,178,619 SQ.FT.) O J.C.C.F.NO.2006:`309 renill \ \ \ \ PROP. 175.0'WIDE `G� \ \ UTILITY CORRIDO `� ti- ce \ \ .0 IA IA Q U Z \ v Gk's -- —— -- fib'j — P \ =I 0. o PR R,00a \ •• �T`''GOR ti ...... 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I PROJECT NUMBER: 24150 24150-250-PPL-15200-REVC-004 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N. COLEMAN SURVEY,ABSTRACT NO. 12 /1/ W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N 'A P. B.O'CONNER SURVEY,ABSTRACT NO. 185 If] JOHN BENNETT SURVEY,ABSTRACT NO.71il 0 T. &N.0. RR. SURVEY, SECTION NO. 123,ABSTRACT NO.251 nn 24,M 250-PH LINE o 250 L-15200-006 " !I I I ISCALE: "=500'm ,4,:,,4,:,, �TRACT • NO. TX-JE-001.000� I I PORT ARTHUR LNG •\ I I /// I HOLDINGS, LLC \\;\ I- i II I I' TRACT 1 \` I ,/�% 1,408.04 ACRES ,.\ LIL III I O %!,1 I (61,334,423 SQ.J.C.C.F NO.2006017390.) \\�� Q4I \ 11 IROUND LAKE CE \ '\ \ \ \\.\ \� a \ \ PROP. 175.0'WIDE CL EASEM \\ \ r UTILITY CORRIDOR I �'�/ \ I .1 r 6L \\ \ \\ SEE DETAIL"C" \ 60, `lyop Q ZEXIST. Allk 010:4 ENTERGYJ \`\` I�O �`1 •, .\ DETAIL"C" Q EASEMENT O PROPOSED CL 10'W it N.T.S. 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P.B.O'CONNER SURVEY,ABSTRACT NO.185 I LI 24150-250-PP:-15200-0 4Mo o PP LINE \I\ 1-15200-005 SHEET 6OF9 EREV DWN CHNO DATE SCALE: AS SHOWN LATE DRAWING NUMBER Y O•N 8Y: CBG 05/10/18 - 3 3 0*0 8Y:AS3 05/10/18 CAD RLE NUDE FB1M.C10 BC 05/10/18 - 11 ENGR.: CS 05/10/18 REVISION e APPRV: AS3 05/10/18 C `s C MN AS3 09/19/18 nAxr VINE EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTIUTY B AS3 AS3 06/26/18 PALNGH&UTIUTIES RE-LOCATION EASEMENT FOR COPA WATER UNE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC jPREPARED 81: UNIVERSAL ENSCO, INC. I PROJECT NUMBER: 24150 24150-250-PPL-15200_REVC-005 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 PORT ARTHUR, TEXAS JEFFERSON COUNTY N.COLEMAN SURVEY,ABSTRACT NO. 12 W PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438 N fn P. B. O'CONNER SURVEY,ABSTRACT NO. 185 (J, JOHN BENNETT SURVEY,ABSTRACT NO.71il 0 T.&N.0. RR.SURVEY,SECTION NO. 123,ABSTRACT NO.251 \��•. LL. FND.CONC.MON. I ••\�� STAMPED"GULF OIL CORP: 1As�I/ TERMINATION NATION N81295.9'E E: 13,565,84.05 i 250 T �� \• SCALE, 1".500' E------e \\\ a \\:\ . 1, ,(P 4 \.. \\\ \ \; CL EASEMENT 1 v •;� ?,SG�y�� 0 Ce 0 \, m� .y,, \A\.\ v 'f's„ , 01. 1, 'A A (. r IA\\ my� � Q� ` , yZ L \ n 3.1- \ p • d �'�/ \\- . �• SEE DETAIL"E" Et DETAIL"E" \'' .... i. 11; ii ik, .04ilyloo •::( \ c1 ,1, \ ,31. \ . N.T.S. r �J N"� \\\ Et >CL EASEMENT in \\ �� I/I \ • \\\ r�' g CE„---T - ym� \ / / m 111 \\ \ % L+ s i / \�;.iN \\ / C/ s0. a I i '7..‘- NcOr \):, / \v -.4 / 41Y / i ssp \ , . 7% COPA LA / I Q P� Q � Q /�eO i I oyt��Z �r �t % g W //-�/ / UNI -T \ `\\\ PROPOSED CL 10'WIDE / / Z g ��\1 • P ••\\\ E lam PERMANENT UTILITY / Q >:1- I G ��%, O9 EASEMENT // N N \ 7`c \\\ z \ 1-1 / / z 'I EXIST.ENTERGY�y / o I 8 EASEMENT / / . xo TRACT N0. TX-JE-001.000) \'\\ \ .T- \3 / // 1-' PORT ARTHUR LNG \�� 1 / PROP. 175.0'WIDE HOLDINGS, LLC \ 8 / � / / UTILITY CORRIDOR TRACT 1 \ \t ' g / / 1,408.04 ACRES y \ // / O (61,334,423 SQ.FT.) \\ s ,' /1 / i / I J.C.C.F.NO.2006017390 ; 1 SHEET 7 OF 9 REV OWN CHKO DATE SCALE A5 SHOWN DATE WANING NUIBER 3 OWN 8Y: CBG 05/10/18 - 01410 BY:AS3 05/10/18ao FILE NMIE RIVAL MIK 05/10/18 - S ENOR: CS 05/10/18 REVISION u APPRV: AS3 05/10/18 C R C MN AS3 09/19/18 Pura NAME EASEMENT PLAT - 10' WIDE CITY OF PORT ARTHUR PERMANENT UTILITY B AS3 AS3 06/26/18 PALNGH &U11LI11ES RE-LOCATION EASEMENT FOR COPA WATER LINE A CBG AS3 05/10/18 PORT ARTHUR, TEXAS UPON THE PROPERTY OF PORT ARTHUR LNG HOLDINGS, LLC IPREPARED BY: UNIVERSAL ENSCO, INC. I PROJECT NONSE1t 24150 24150-250-PPL-15200_REVC-007 UNIVERSAL ENSCO, INC. TEXAS ENGINEERING FIRM LIC #: F-1942 Port Arthur LNG Holdings,LLC Doc.No.24150-250-PPL-15200 EXHIBIT A Metes and Bounds Description CENTERLINE DESCRIPTION FOR 10' (FEET) WIDE, CITY OF PORT ARTHUR (COPA) PERMANENT UTILITY EASEMENT FOR A WATERLINE CONTAINING A CALCULATED TOTAL 1.95 ACRES (85,167 SQ. FT.) OF LAND, OUT OF TRACT 1,AND 1.89 ACRES(82,370 SQ.FT.)OF LAND,OUT OF TRACT 2,SAID TRACT 1 BEING CALLED A 1,408.04 ACRES(61,334,423 SQ.FT.)OF LAND,AND TRACT 2 BEING A CALLED 899.41 ACRES(39,178,619 SQ. FT.)OF LAND,BOTH DESCRIBED IN A METES AND BOUNDS DESCRIPTION NOT YET FILED FOR RECORD,SAID TRACTS 1&2,BEING THOSE SAME TRACTS OF LAND CONVEYED TO SEMPRA ENERGY PRODUCTION COMPANY IN AN INSTRUMENT FILED FOR RECORD UNDER,VOLUME 1591,PAGE 468,OF THE DEED RECORDS OF JEFERSON COUNTY(D.R.J.C.T.);FURTHER,BEING CONVEYED TO PORT ARTHUR LNG HOLDINGS,LLC IN AN INSTRUMENT FILED FOR RECORD UNDER,JEFFERSON COUNTY CLERK'S FILE NO.(J.C.C.F. NO.)2006017390 IN THE OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS(O.P.R.J.C.T.), SAID TRACTS 1&2, BEING REMAINDERS OF THOSE PARTICULAR TRACTS OF LAND DEEDED TO THE MCFADDIN TRUST, RECORDED UNDER,VOLUME 284, PAGE 41,OF THE D.R.J.C.T.,TRACT 1, BEING OUT OF AND PART OF T.&N.O.RAILROAD SURVEY,SECTION NO.123,ABSTRACT NO.251;T.&N.O.RAILROAD SURVEY,SECTION NO.305;ABSTRACT NO.331;T.& N.O. RAILROAD SURVEY, SECTION NO. 307;ABSTRACT NO.297; M. BROUSARD SURVEY, SECTION NO. 124,ABSTRACT NO.488;I.D.POLK SURVEY,ABSTRACT NO.770;JOHN WESCOTT SURVEY, CTION NO. 280,ABSTRACT NO.780;W.E.SPARKS SURVEY,SECTION NO. 306,ABSTRACT NO.85k, s CONNER SURVEY ABSTRACT NO.185;AND JOHN BENNETT SURVEY,ABSTRACT NO.71;AND ' + , BEING OUT OF AND PART OF PEDRO DE LA GARZA SURVEY,ABSTRACT NO.438; N.COLEM•4__J• EY,ABSTRACT NO.12;P.B.O'CONNER SURVEY ABSTRACT NO.185;AND JOHN BENNETT SU• Ats7 TRACT NO.71 ALL OF JEFFERSON COUNTY,TEXAS;SAID 10' (FEET) WIDE, (COPA) PERMANE V EASEMENT FOR A WATERLINE BEING SITUATED FIVE (5') FEET EACH SIDE OF THE FOLLOWI n (RIBED CENTERLINE WITH SIDELINES LENGTHENED OR SHORTENED TO INTERSECT BOUNDARI i 11- OREMENTIONED TRACTS OF LAND, BEING MORE PARTICULARLY DESCRIBED BY METES AND BO % AS FOLLOWS: ALL BEARINGS, DISTANCES,COORDINATES AND AREAS HEREIN ARE GRID, BASIS 'INGS—GRID NORTH, REFERENCED TO THE TEXAS COORDINATE SYSTEM 1983,SOUTH CENTRAL .1 ' .204), 2011 ADJUSTMENT,(U.S.SURVEY FEET),AS DERIVED FROM A GLOBAL POSITIONING SYSTEM n(1•(1% . RVEY PERFORMED BY UNIVERSAL ENSCO, INC.IN APRIL 2018; • 1G! BEGINNING at a point being a POINT OF CURV• 4 .O.C.)to the left,of the herein described 10'(FEET) WIDE,COPA PERMANENT UTILITY EASEMENT,f*. '.O.C.lying in the existing Right of Way(R.O.W.)of STATE HIGHWAY 87(R.O.W.WIDTH VARIES),ha 4:...!•d coordinate:N:13,865,207.90 FEET,E:3,571,283.97 FEET, from which a found iron pipe on interne s .7 a southeasterly line of above mentioned subject TRACT 2,and the southwesterly R.O.W. line of sal, •• • HIGHWAY 87,bears South 37.53'22"East, a distance of 453.43 feet,and a set iron rod with cap sta p,. UNIVERSAL ENSCO INC."for the southerly-most corner of said TRACT 2,bears,South 43"16'02"Wes : -ance of 3,463.29 feet; THENCE along said cury: -left for an arc distance of 1,035.35 feet,said curve having:radius=2,610.00 feet; delta = 22°43'43". , . . a earing = North 75°20' 56"West; chord distance = 1,028.57feet,to a POINT OF TANGENCY(P.O.\\ THENCE t 42'47"West,for a distance of 468.12 feet to a P.O.C.to the right; THENCE along said curve to the right for an arc distance of 3,811.63 feet,said curve having:radius=3,390.00 feet;delta=64°25'19";chord bearing=North 54°30'08"West;chord distance= 3,614.00 feet,to a P.O.T.; THENCE North 22"17'28"West,for a distance of 2,921.77 feet,to a POINT OF EXIT(P.O.E.),said P.O.E.,being on the southeasterly line of a 50'(feet)wide strip of land for an access road being out of a called 5.344 acres tract of land conveyed to TEXAS PARKS AND&WILDLIFE DEPARTMENT,described in instruments filed for record under FILM CODES NO.'S 102-31-1501,and 102-31-1478,of the O.P.RJ.C.T.,from which a set 5/8 inch iron rod with cap stamped"UNIVERSAL ENSCO INC.,"bears,South 53°33'23"West,a distance of 259.17 feet,and a found concrete monument stamped"T.P.&W."bears North 53°33'23"East a distance of 3,200.67 feet; THENCE North 22°17'28"West,across said 50'(feet)wide strip of land for an access road being out of a called 5.344 acres tract of land,for a distance of 51.58 feet,to a POINT OF RE-ENTRY(P.O.R.),from which a found 5/8 inch iron rod for an interior corner of said 5.344 acres tract of land bears, North 53°33'23"East,a distance of Page 8 of 9 Universal Pegasus International 4848 Loop Central Drive Houston,Texas 77081 Ph:713-425-6000 Texas Firm No.10031600 Port Arthur LNG Holdings,LLC Doc.No.24150-250-PPL-15200 EXHIBIT A Metes and Bounds Description 2,962.79 feet and a set 5/8 inch iron rod with cap stamped "UNIVERSAL ENSCO INC."bears South 53°33'23" West,a distance of 259.17 feet; THENCE North 22°17'28"West,for a distance of 2,181.07 feet,to a P.O.C.to the right THENCE along said curve to the right for an arc distance of 3,556.02 feet,said curve having:radius= 3,890.00 feet delta=52°22'36";chord bearing=North 03°53'50"East;chord distance=3,433.49 feet,to a P.O.T.; THENCE North 30°05'08"East,for a distance of 763.46 feet,to a P.O.C.to the left; THENCE along said curve to the left for an arc distance of 928.82 feet,said curve having:radius=3,110.00 feet; delta=17°06'42";chord bearing=North 21°31'47"East;chord distance=925.37 feet,to a point for corner; THENCE the following three(3)bearings and distances: 1. North 54°25'53"East, for a distance of 414.13 feet,to an angle point; IS 0 2. North 23°08'45"East, for a distance of 22.92 feet,to an angle point; •` 3. North 21°51'29"West, for a distance of 1,531.33 feet,to an angle point; A► o THENCE North 22°46'06"West,for a distance of 689.69 feet,to the POINT OF •TION,of the herein described 10' (FEET) WIDE, COPA PERMANENT UTILITY EASEMENT for a . • e, from which a found concrete monument stamped"Gulf Oil Corp,"for the northeasterly corner of Ro.ACT 1,being the northeast corner of aforementioned T.&N.O.RAILROAD SURVEY,SECTION NO. v ,;- RACT NO.251,the southeast corner of aforementioned M. BROUSARD SURVEY,SECTION NO. 124 • TRACT NO.488, and lying on a westerly line of the JOHN BENNETT SURVEY,ABSTRACT NO.71, -0 orth 887°02'32"East,for a distance of 295.9 feet,said 10' (FEET) WIDE,COPA PERMANENT UTI EMENT containing a calculated total of 1.95 ACRES(85,167 SQ.FT.)of land;linear distance of 10,08 6 et,out of TRACT 1;and 1.89 ACRES(82,370 SQ.FT.)of land;linear distance of 8,236.97 feet,out of 'r • SURVEYOR'S NOTE:0.49 acres of land are not IL° , in the above-stated acreage totals,said 0.49 acres of land is herein calculated and depicted to be within •TE HIGHWAY 87(WIDTH VARIES)R.O.W. At any time, should reversionary rights be enforced,said .cres of land must be added to above-described 10' (FEET) WIDE,COPA PERMANENT UTILITY EA . . I ADAM SALAZAR III,DO HEREB •;'FY THAT THIS SURVEY WAS MADE ON THE ' I D AND THAT THIS PLAT CORRECTLY REPRESENTS L CTS FOUND AT THE TIME OF THE SURVEY. A``- `` ADAM SA..•i4Ti DATE: REGISTERED •OFESSIONAL LAND SURVEYOR#5965 UE TEXAS REGISTRATION NO.10031600 Page 9 of 9 Universal Pegasus International 4848 Loop Central Drive Houston,Texas 77081 Ph:713-425-6000 Texas Firm No.10031600 EXHIBIT F Form of Abandoned Facilities Bill of Sale Effective Date: [Date of Execution of Bill of Sale] Grantor: City of Port Arthur Grantor's Address: 444 4th Street Port Arthur,Texas 77641-1089 Grantee: Port Arthur LNG Holdings,LLC' c/o Sempra Energy 488 8th Street,HQ09N1 San Diego, CA 92101 Real Property: See Exhibit A Transferred Facilities: All items of personal property, both tangible and intangible (excluding cash), affixed or attached to, or placed or situated on,the Real Property in connection with the Abandoned Facilities as defined in that certain Asset Relocation Agreement between Grantor and Grantee dated ,2018, including, without limitation,the following: 1. All equipment, pipelines, and fixtures owned by Grantor and located in or on or used in connection with the Real Property or the operations thereon. 2. All of Grantor's interest in all use, and operating permits, if any, and all licenses and approvals issued from time to time with respect to the Real Property or the Transferred Facilities. 3. All of Grantor's interest in and to all existing and assignable guarantees and warranties, express or implied, if any, issued in connection with the construction, alteration, and repair of the Transferred Facilities and the purchase, installation, and repair of the Transferred Facilities, to the extent that such guarantees and warranties are known to and in the possession of Grantor. Consideration: Ten Dollars in hand received and for other good and valuable consideration,the sufficiency of all of which is agreed and acknowledged. For the Consideration,Grantor transfers to Grantee the Transferred Facilities. ' Or its designee. 47 As a material part of the Consideration for this sale,Grantor and Grantee agree that Grantee is taking the Transferred Facilities "AS IS" and that there are no representations, disclosures, or express or implied warranties except those contained in this bill of sale. Grantee has not relied on any information other than Grantee's inspection. Grantor indemnifies and holds Grantee harmless from all claims, losses, costs, expenses, or causes of action relating to the Transferred Facilities that arise prior to the Effective Date;such indemnity includes, without limitation,expenses or damages for environmental or hazardous materials contamination related to the Transferred Facilities. Grantee releases Grantor from expenses or damages for environmental or hazardous materials contamination related to the Transferred Facilities that arise after the Effective Date. Grantor agrees to execute and deliver any additional documents reasonably necessary or appropriate to carry out the intent of this bill of sale in transferring the Transferred Facilities to Grantee. When the context requires, singular nouns and pronouns include the plural. 48 GRANTOR: CITY OF PORT ARTHUR By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared , who acknowledged himself/herself to be the of , a , and that he/she as such officer, being authorized to do so,executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 49 GRANTEE PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings,LLC,a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 50 Exhibit A to Abandoned Facilities Bill of Sale [Preliminary Draft Subject to Modification] Abandoned Easement Property is approximately 7,991 feet more or less of the Existing Easement described in Exhibit B and the related Grantee's Facilities to be more particularly described in a legal description and/or survey prior to execution of the Transfer Documents. The Abandoned Facilities consist of approximately 7,206 feet of 20-inch diameter pipeline for transportation of water; 785 feet of 16-inch diameter pipeline for transportation of water, and 2,236 feet of 12-inch diameter pipeline for transportation of water together with associated valves, fittings and other appurtenances,to be more particularly prior to execution of the Transfer Documents. 51 EXHIBIT G Form of Abandoned Easement Property Release After Recording,Return to: STATE OF TEXAS COUNTY OF JEFFERSON ABANDONMENT,RELEASE AND TERMINATION OF EASEMENT Effective Date: ,20-- Assignor: CITY OF PORT ARTHUR Assignor's Mailing Address: Assignee: PORT ARTHUR LNG HOLDINGS, LLC, a Delaware limited liability company Assignee's Mailing Address: Consideration: Ten Dollars($10.00)and other good and valuable consideration Abandoned Facilities: [Describe Abandoned Facilities located on the Site.] Site: Assignee's real property, which is inclusive of but not limited to: (i) the land on which the Abandoned Facilities are located and(ii)the land subject to the Easement Rights (defined below), is more particularly described on Exhibit A attached to and made a part of this instrument Easement Rights: Those certain rights with respect to the Site granted pursuant to that certain Judgment on the Amended Declaration of Taking dated March 9, 1944,and recorded in Volume 549, Page 14, in the Official Records of Jefferson County,Texas,together with any and all ancillary rights, including but not limited to: right-of-way, access rights, ingress and egress rights, lease, sublease, easement, sub-easement, rights by adverse possession, prescriptive rights, implied rights, or any other similar right in or on any portion of the Site,or otherwise related to or associated with the Abandoned 52 Facilities, including without limitation those rights more particularly described on Exhibit B attached to and made a part of this instrument. This instrument is given pursuant to that certain Asset Relocation Agreement ("Asset Relocation Agreement") by and between Assignee and Assignor dated , 20--, a memorandum of which was recorded on ,20--, as Instrument No. . Capitalized terms used in this instrument and not otherwise defined herein,shall have the same meaning ascribed to such terms in the Asset Relocation Agreement. Assignor warrants that it is the lawful owner in every respect of all of the described Easement Rights transferred herein and such Easement Rights are free and clear of all liens, security agreements, encumbrances, claims, demands, and charges of every kind whatsoever. Assignor binds Assignor, its successors and assigns,to warrant and defend the title to all of the described Easement Rights to Assignee, its successors and assigns,forever against every person lawfully claiming the described Easement Rights or any part of it. Assignor hereby assigns, grants and conveys to Assignee good and indefeasible right, title and interest in and to the Easement Rights. Assignor and Assignee hereby agree that the Easement Rights are hereby abandoned, terminated and released in all respects. Assignee may record this instrument in the official records of Jefferson County,Texas. [remainder of this page intentionally blank] 53 IN WITNESS WHEREOF, this instrument is executed as of the Effective Date. ASSIGNOR: CITY OF PORT ARTHUR By: Name: Title: STATE OF TEXAS § § COUNTY OF § The foregoing instrument was acknowledged before me on the day of , by , of ,a , on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 54 ASSIGNEE: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company STATE OF ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings,LLC,a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof,I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 55 EXHIBIT A to Abandoned Easement Property Release [Preliminary Draft Subject to Modification/ Description of Site BEING a 2187.215 acre tract of land (Grid), 2187.658 acre tract of land(Surface), described in two (2) tracts and being out of and a part of that certain Port Arthur LNG Holdings,LLC called 2838.798 acre tract of land (Grid), more fully described in seventeen (17)tracts, recorded in Clerk's File No. 2006017390 of the Official Public Records of Jefferson County,Texas and that certain 2.605 acre tract of land conveyed to Port Arthur LNG Holdings,LLC,more fully described and recorded in Clerk's File No.2008018145 of said Official Public Records and being the same tracts of land as deeded to The McFaddin Trust, more fully described as the First Tract(2470.7 acres), Second Tract (1064.85 acres), Sixth Tract(640 acres), Seventh Tract(640 acres),Eighteenth Tract(333 acres),Twenty-fourth Tract(580.19 acres),Twenty-fifth Tract(320 acres), One Hundred Fourth Tract(154.84 acres)and One Hundred Sixteenth Tract(684 acres)as recorded in Volume 284, Page 41 of the Deed Records of Jefferson County, Texas. Said 2187.215 acre tract of land (Grid), 2187.658 acre tract of land (Surface), being out of and a part of the Pedro de la Garza Survey, Abstract No. 438, the I. D. Polk Survey, Abstract No. 770, the T. & N. O. RR. Survey, Section No. 305, Abstract No. 331, the John Wescott Survey, Abstract No. 780, the M. Broussard Survey, Section No. 124, Abstract No. 488, the P. B. O'Conner Survey, Abstract No. 185, the T. & N. O. RR. Survey, Section No. 123,Abstract No. 251,the John Bennett Survey,Abstract No. 71,the N.Coleman Survey,Abstract No. 12, and the W.E. Sparks Survey, Section No. 306, Abstract No. 858, Jefferson County, Texas and being more particularly described as follows: Tract 1N—1288.371 Acre Tract(Grid) 1288.632 Acre Tract(Surface) BEGINNING at a concrete monument stamped"Gulf Oil Corp."found at the Northeast corner of Tract 3 of said 2838.798 acre tract, said Twenty-fifth Tract(320 acres)of said Volume 284, Page 41 and said Abstract No.251, same being the Southeast corner of that certain Premcor Refining Group, Inc. called 120.517 acre tract of land,more fully described as Tract 9 recorded in Clerk's File No. 9505598 of the Official Public Records of said Jefferson County and the M. Broussard Survey, Section No. 122,Abstract No. 486 and being in the West line of that certain Bridge City Real Properties, LLC called 8.3035 acre tract of land, more fully described and recorded in Clerk's File No. 2005032661 of said Official Public Records and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 02 deg. 53 min. 38 sec. East along and with the East line of said Twenty-fifth Tract(320 acres)and said Abstract No. 251, same being the West line of said 8.3035 acre tract and said Abstract No. 71, a distance of 467.13 feet to a point for corner in the East right-of-way line of State Highway No. 87 (public right-of-way), same being an Angle corner in the West line of said 8.3035 acre tract; THENCE South 68 deg. 16 min.07 sec. West,a distance of 84.92 feet to a point for corner in the centerline of said State Highway No. 87 at the beginning of a non-tangent curve to the left; THENCE in a Southeasterly direction along and with the centerline of said State Highway No. 87 and said curve to the left,having a radius of 5729.58 feet,a central angle of 00 deg. 33 min.38 sec.,a long chord that bears South 23 deg.27 min.25 sec.East,a distance of 56.06 feet and an arc distance of 56.06 feet to a point; THENCE South 23 deg.44 min.35 sec.East continuing along and with the centerline of said State Highway No. 87, a distance of 845.92 feet to a point for corner at the beginning of a curve to the right; 56 THENCE in a Southeasterly direction continuing along and with the centerline of said State Highway No. 87 and said curve to the right, having a radius of 5734.53 feet, a central angle of 01 deg. 59 min. 54 sec., a long chord that bears South 22 deg. 44 min. 36 sec. East, a distance of 199.99 feet and an arc distance of 200.00 feet to a point for corner; THENCE South 21 deg.43 min.52 sec.East continuing along and with the centerline of said State Highway No. 87, a distance of 396.73 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the South corner of that certain Associated Marine Services, Inc. called 6.910 acre tract of land, more fully described and recorded in Clerk's File No. 2007046912 of said Official Public Records, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on with the South line of said 6.910 acre tract for a total distance of 570.59 feet to a point on the approximate Southwest right- of-way of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with said Port Arthur Ship Channel right-of-way,a distance of 3800.97 feet to a point; THENCE South 68 deg. 21 min. 37 sec. West, at a distance of 419.85 feet pass a point for the Northwest corner of that certain Roy B. Robinson Tract of land,more fully described and recorded in Clerk's File No. 2007027294 of said Official Public Records and in the East right-of-way line of said State Highway No. 87, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and continuing on for a total distance of 469.85 feet to a point in the centerline of said State Highway No. 87; THENCE South 21 deg. 32 min. 31 sec. East along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the Southwest corner of said Roy B.Robinson tract in the East right-of-way line of said State Highway No. 87,from which a 5/8 inch iron rod found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on for a total distance of 457.38 feet to a point on the said approximate Southwest line of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with the Southwest line of said Port Arthur Ship Channel,a distance of 1663.56 feet to a point; THENCE South 68 deg. 27 min. 29 sec. West, a distance of 415.92 feet to a point in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 49 sec. West along and with the centerline of said State Highway No. 87, a distance of 311.29 feet to a point; THENCE South 68 deg.27 min.29 sec. West,a distance of 70.00 feet to a concrete GSU monument found in the Southwesterly right-of-way line of said State Highway No. 87 at the North corner of that certain Gulf State Utilities Company called 0.222 acre tract of land, more fully described and recorded in Volume 809, Page 443 of said Deed Records; THENCE South 53 deg. 35 min. 38 sec. West along and with the Northwest line of said 0.222 acre tract and that certain Texas Parks and Wildlife Department called 5.344 acre tract, more fully described and recorded in Volume 809, Page 443 of said Deed Records, a distance 305.21 feet to a concrete monument with disc stamped"T. P. &W."found at the most Northerly Northwest corner of said 5.344 acre tract; 57 THENCE South 36 deg. 25 min. 08 sec. East along and with the most Northerly West line of said 5.344 acre tract,a distance of 251.01 feet to a 5/8 inch iron rod found at an Ell corner of said 5.344 acre tract; THENCE South 53 deg. 33 min. 23 sec. West along and with the most Westerly North line of said 5.344 acre tract, a distance of 3221.96 feet to a point at the most Westerly Northwest corner of said 5.344 acre tract and being in the North line of that certain J. W.Gates called 4.7 acre tract of land,more fully described and recorded in Volume 101,Page 345 of said Deed Records, from which a 1 inch iron pipe inside a 3 inch iron pipe found for reference, bears South 22 deg. 17 min. 27 sec. East a distance of 51.58 feet; THENCE South 53 deg.31 min.23 sec.West along and with the North line of said 4.7 acre tract,a distance of 1717.76 feet to a 3 inch iron pipe with disc stamped"C.A. Kohler"found at the Southeast corner of that certain Texas Parks and Wildlife Department called 1323.84 acre tract of land,more fully described as Tract A recorded in Volume 2409, Page 429 of said Deed Records; THENCE North 21 deg. 07 min. 15 sec. West along and with the most Southerly East line of said 1323.84 acre tract, a distance of 4111.64 feet to a 1 inch iron pipe found; THENCE North 21 deg. 41 min. 56 sec. West continuing along and with the most Southerly East line of said 1323.84 acre tract, a distance of 5398.13 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at an Ell corner of said 1323.84 acre tract; THENCE South 68 deg. 21 min. 13 sec. West along and with the most Easterly North line of said 1323.84 acre tract, a distance of 2634.34 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at the beginning of a non-tangent curve to the left; THENCE in a Southwesterly direction continuing along and with the most Easterly North line of said 1323.84 acre tract and said non-tangent curve to the left, having a radius of 4123.49 feet, a central angle of 34 deg. 49 min. 09 sec., a long chord that bears South 50 deg. 56 min. 42 sec. West, a distance of 2467.49 feet and an arc distance of 2505.88 feet to a 3 inch iron pipe filled with concrete found at an Ell corner of said 1323.84 acre tract; THENCE North 56 deg. 21 min. 47 sec. West along and with an East line of said 1323.84 acre tract, at a distance of 1142.19 feet pass a 1 inch iron pipe with cap stamped"WORTECH"found and continue on for a total distance of 1450.00 feet to a point at a Northeast corner of said 1323.84 acre tract and being in the Southeast line of that certain United States of America called 37.3 acre tract of land, more fully described and recorded in Volume 330, Page 132 of said Deed Records; THENCE South 33 deg. 38 min. 54 sec. West along and with the Northwest line of said 1323.84 acre tract, same being the Southeast line of said 37.3 acre tract, a distance of 4317.40 feet to a point for the Northwest corner of said 1323.84 acre tract and being in the Northeast line of that certain Texas Parks and Wildlife called 53.90 acre tract of land,more fully described as Tract 14 recorded in Volume 1758,Page 160 of said Deed Records; THENCE North 56 deg. 18 min. 35 sec. West along and with the Northeast line of said 53.90 acre tract, a distance of 183.30 feet to a point for the Northwest corner of said 53.90 acre tract,same being the Northeast corner of that certain Texas Parks and Wildlife called 106.67 acre tract of land,more fully described as Tract 8 recorded in said Volume 1758, Page 160 and being in the West line of said Abstract No. 858, same being the East line of the T. &N. O. RR. Survey, Section 307,Abstract No. 297; 58 THENCE North 02 deg. 45 min.48 sec. West along and with the West line of said Abstract No. 858, same being the East line of said Abstract No. 297, a distance of 196.60 feet to a point for corner in the Northwest line of said 37.3 acre tract, same being the Southeast line of that certain State of Texas called 4500 acres of land, more fully described and recorded in Volume 1168, Page 444 of said Deed Records; THENCE North 33 deg.38 min. 54 sec.East along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 4158.82 feet to a point at the beginning of a non-tangent curve to the right; THENCE in a Northeasterly direction continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract and Jefferson County Waterway and Navigation District called 186.885 acre tract of land, more fully described and recorded in Clerk's File No.2005043069 of said Official Public Records and said non-tangent curve to the right, having a radius of 5873.49 feet, a central angle of 34 deg. 47 min. 25 sec., a long chord that bears North 50 deg. 57 min. 33 sec. East, a distance of 3511.86 feet and an arc distance of 3566.40 feet to a point at the end of said curve; THENCE North 68 deg.21 min. 13 sec.East continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 2121.70 feet to a point in the East line of said Abstract No. 770,same being the West line of said Abstract No.486 and said 120.517 acre tract; THENCE South 02 deg. 57 min. 41 sec. East along and with the East line of said Abstract No. 770, same being the West line of said Abstract No.486 and said 120.517 acre tract, a distance of 130.06 feet to a point for the Southwest corner of said Abstract No. 486 and said 120.517 acre tract, same being the Northwest corner of said Abstract No.488 and said Eighteenth Tract(333 acres); THENCE North 87 deg. 02 min. 32 sec. East along and with the North line of said Eighteenth Tract(333 acres) and said Abstract No. 488, said Twenty-fifth (320 acres) and said Abstract No. 251, same being the South line of said 120.517 acre tract and said Abstract No. 486, at a distance of 1635.58 feet pass a 1 inch iron rod with cap stamped "WORTECH SURVEYORS" set, at a distance of 5766.53 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" found at the Northeast corner of Tract 1 of said 2838.798 acre tract of land (Grid) in the Southwest right-of-way line of said State Highway No. 87 and continuing on for a total distance of 6123.35 feet to the PLACE OF BEGINNING, containing 1408.045 acres of land(Grid) 1408.330 acres of land(Surface), more or less, SAVE & EXCEPT that certain Texas Parks and Wildlife Department 120.674 acre tract of land(Grid)120.698 acre tract of land(Surface),called 120.757 acres, more fully described and recorded in Film Code No. 102-31-1501 of said Official Public Records and being more particularly described as follows; COMMENCING at said concrete monument stamped "Gulf Oil Corp." found at the Northeast corner of said Twenty-fifth Tract (320 acres) and said Abstract No. 251, same being the Southeast corner of said 120.517 acre tract and said Abstract No. 486 and being in the West line of said 8.3035 acre tract and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 16 deg. 13 min. 58 sec. East,a distance of 7891.25 feet to a concrete monument with disc stamped "T. P. & W. No. 111" found at the PLACE OF BEGINNING of the herein described SAVE & EXCEPT tract; THENCE in a circular pattern along and with the lines of said called 120.757 acre tract the following courses and distances: South 23 deg. 07 min. 55 sec. East, a distance of 67.83 feet to a point; South 79 deg.40 min. 16 sec. West, a distance of 54.31 feet to a point; 59 South 79 deg. 32 min. 55 sec. West,a distance of 171.16 feet to a point; South 04 deg. 58 min. 04 sec. East,a distance of 88.52 feet to a point; South 60 deg. 10 min. 57 sec. West, a distance of 147.57 feet to a point; South 51 deg. 13 min. 05 sec. West, a distance of 56.70 feet to a point; South 67 deg. 11 min. 40 sec. West,a distance of 80.62 feet to a point; North 89 deg. 48 min. 06 sec. West,a distance of 93.82 feet to a point; South 74 deg. 51 min. 58 sec. West, a distance of 81.21 feet to a point; South 60 deg. 52 min. 35 sec. West, a distance of 185.56 feet to a point; South 59 deg.28 min. 24 sec. West, a distance of 338.09 feet to a point; South 86 deg. 05 min. 32 sec. West, a distance of 90.20 feet to a point; North 73 deg. 56 min. 44 sec. West, a distance of 70.54 feet to a point; North 67 deg. 32 min. 23 sec. West, a distance of 157.92 feet to a point; North 82 deg. 24 min. 00 sec. West, a distance of 179.63 feet to a point; North 76 deg. 24 min. 40 sec. West, a distance of 288.18 feet to a point; North 56 deg. 08 min. 41 sec. West, a distance of 170.95 feet to a point; North 38 deg. 50 min. 45 sec. West, a distance of 118.39 feet to a concrete monument with disc stamped"T. P. &W.No. 93"found leaning; North 47 deg. 54 min. 08 sec. West, a distance of 89.52 feet to a point; North 36 deg. 59 min. 15 sec. West, a distance of 158.48 feet to a point; North 33 deg. 54 min. 46 sec. West, a distance of 192.35 feet to a point; North 24 deg. 06 min. 55 sec. West, a distance of 52.30 feet to a point; North 18 deg. 58 min. 29 sec. West, a distance of 224.53 feet to a point; North 27 deg. 54 min. 59 sec. West, a distance of 149.47 feet to a point; North 19 deg. 06 min. 07 sec. West, a distance of 181.36 feet to a point; North 11 deg. 19 min. 15 sec. West, a distance of 163.75 feet to a point; North 01 deg. 56 min. 25 sec. West, a distance of 167.32 feet to a point; North 13 deg. 46 min. 38 sec. West,a distance of 330.88 feet to a point; North 14 deg. 06 min. 15 sec. East, a distance of 273.65 feet to a concrete monument with disc stamped"T. P. & W.No. 82"found; North 37 deg. 55 min. 38 sec. East, a distance of 162.87 feet to a point; North 49 deg. 46 min. 24 sec. East,a distance of 386.74 feet to a point; North 65 deg. 21 min. 23 sec. East, a distance of 144.75 feet to a point; North 71 deg. 55 min. 00 sec. East,a distance of 397.27 feet to a point; North 63 deg. 25 min. 27 sec. East,a distance of 347.41 feet to a point; North 84 deg. 58 min. 25 sec. East,a distance of 66.44 feet to a point; South 68 deg. 25 min. 17 sec. East,a distance of 94.90 feet to a point; South 45 deg. 20 min. 34 sec. East, a distance of 476.70 feet to a concrete monument with disc stamped"T. P. & W. No. 74"found; South 33 deg.46 min. 16 sec. East,a distance of 566.27 feet to a point; South 26 deg. 37 min. 43 sec. East, a distance of 764.31 feet to a point; South 20 deg. 38 min. 54 sec. East,a distance of 523.17 feet to a point; South 06 deg. 13 min. 23 sec. East, a distance of 273.78 feet to the PLACE OF BEGINNING, containing 120.674 acres of land(Grid), more or less, leaving a net acreage for Tract 1N as being 1288.371 acres of land(Grid) 1288.632 acres of land(Surface),more or less. Tract 1S-898.844 Acre Tract(Grid) 899.026 Acre Tract(Surface) BEGINNING at a 1 inch iron pipe set inside a 3 inch iron pipe found for the most Northerly Northeast corner of that certain Texas Parks & Wildlife Department called 2105.69 acre tract, more fully described and recorded in Volume 2409, Page 429 of said Deed Records, same being the Southwest corner of said 60 5.344 acre tract,same being the Southeast corner of said 4.7 acre tract and same being the Northwest corner of Tract 2N out of said 2838.798 acre tract; THENCE North 53 deg. 33 min. 23 sec. East along and with the South line of said 5.344 acre tract, a distance of 3459.84 feet to a concrete monument stamped"T.P.&W."found at the Southeast corner of said 5.344 acre tract and being in the Southwest right-of-way line of said State Highway No. 87; THENCE North 68 deg. 27 min. 29 sec. East, a distance of 485.95 feet to a point on the approximate Southwest line of said Port Arthur Ship Channel; THENCE in a Southeasterly direction along and with the Southwest line of said Port Arthur Ship Channel as follows: South 20 deg. 06 min. 54 sec. East, a distance of 391.47 feet to a point; South 21 deg. 36 min. 04 sec. East, a distance of 5753.25 feet to a point; South 33 deg. 07 min. 44 sec. East, a distance of 808.81 feet to a point; South 35 deg. 58 min. 34 sec.East, a distance of 523.21 feet to a point; South 38 deg. 49 min. 04 sec. East, a distance of 558.57 feet to a point; South 50 deg. 17 min. 34 sec. East, a distance of 2339.42 feet to a point in the East line of said Abstract No. 438, same being the West line of the Dennis Gahagan Survey, Abstract No. 123, Jefferson County,Texas; THENCE South 02 deg. 23 min. 28 sec.East along and with the East line of said 2470.7 acre tract and said Abstract No. 438, same being the West line of the William F. Scott 1991 Trust called 25.089 acre tract of land,more fully described and recorded in Clerks File No.2007023650 of said Official Public Records,that certain C.Doornbos called 1103.5 acre tract of land,more fully described and recorded in Volume 437,Page 613 and Volume 439,Page 147 of said Deed Records and said Abstract No. 123, a distance of 4080.57 feet to a 1 inch iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 74 deg. 52 min.43 sec. West,a distance of 239.30 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 23 deg. 57 min. 03 sec. West,a distance of 352.61 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 65 deg. 39 min. 12 sec. West,a distance of 247.49 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 29 deg. 37 min. 56 sec. West,a distance of 785.69 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 28 deg.09 min.21 sec. West,a distance of 832.15 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; South 40 deg. 14 min. 27 sec. West,a distance of 226.71 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 36 min. 31 sec. West a distance of 727.45 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 17 min. 19 sec. West a distance of 664.65 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 72 deg. 59 min. 11 sec. West a distance of 729.64 feet to a 1 inch iron pipe found; North 73 deg. 09 min. 25 sec. West a distance of 38.00 feet to a 1 inch iron pipe found at the South corner of that certain Jefferson County,Texas called 110.418 acre tract(Grid),more fully described and recorded in Clerk's File No. 2004017255 of said Official Public Records; 61 THENCE North 52 deg. 32 min. 56 sec. East along and with the most Southerly Southeast line of said 110.418 acre tract(Grid), at 2704.20 feet pass a 5/8 inch iron rod found at the South corner of that certain Texas Parks&Wildlife Department called 12.60 acre tract more fully described and recorded in Clerk's File No. 1999014390 of said Official Public Records,same being the most Southerly East corner of said 110.418 acre tract (Grid), at a distance of 3068.22 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS"set at the East corner of said 12.60 acre tract in the Westerly right-of-way line of said State Highway No. 87 and continuing on for a total distance of 3128.89 feet to a point in the centerline of said State Highway No. 87 in a non-tangent curve to the left; THENCE in a Northwesterly direction along and with the centerline of said State Highway No. 87 the following courses and distances: a non-tangent curve to the left,having a radius of 2291.83 feet,a central angle of 04 deg. 34 min. 10 sec.,a long chord that bears North 49 deg. 56 min. 30 sec. West,a distance of 182.72 feet and an arc distance of 182.77 feet to a point; North 52 deg. 13 min. 35 sec. West, distance of 1172.10 feet to a point; North 52 deg. 13 min. 26 sec. West,distance of 156.34 feet to a point; North 48 deg. 50 min. 05 sec. West,distance of 161.20 feet to a point; THENCE South 52 deg. 15 min. 06 sec. West, at a distance of 61.14 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" set at the North corner of said 110.418 acre tract (Grid) in the Southwesterly right-of-way line of said State Highway No. 87 and continuing on along and with the Northwest line of said 110.418 acre tract (Grid) for a total distance of 3524.15 feet to a 1 inch iron pipe found at the West corner of said 110.418 acre tract(Grid) and being in the Northeast line of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 55 deg.43 min. 11 sec. West, a distance of 258.91 feet to a 1 inch iron pipe found; North 44 deg. 59 min. 56 sec. West,a distance of 279.19 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg.43 min. 13 sec.West,a distance of 2499.84 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg. 17 min. 27 sec. West, a distance of 5196.06 feet to the POINT OF BEGINNING, containing 899.417 acres of land (Grid) 899.599 acres of land(Surface), more or less, SAVE & EXCEPT that certain United States of America tract, more fully described as Parcel 8 recorded in Volume 549,Page 14 and Volume 520,Page 225 of said Deed Records and being more particularly described as follows; BEGINNING at a point in the centerline of said State Highway No. 87,from which a 1"iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract, same being the South corner of Tract 2S of said 2838.798 acre tract and being in the West line of said 1103.5 acre tract and said Abstract No. 123, same being the East line of said 2470.7 acre tract and said Abstract No. 438, bears South 10 deg. 34 min. 01 sec. East a distance of 3821.00 feet; THENCE North 62 deg. 26 min. 39 sec. East,a distance of 154.06 feet to a point; THENCE South 27 deg. 33 min. 21 sec. East,a distance of 165.89 feet to a point; THENCE South 62 deg. 26 min. 39 sec. West, a distance of 148.67 feet to a point in the centerline of said State Highway No. 87; 62 THENCE North 27 deg. 54 min. 58 sec. West along and with the centerline of said State Highway No. 87, a distance of 8.41 feet to a point at the beginning of a non-tangent curve to the left; THENCE in a Northwesterly direction continuing along and with the centerline of said State Highway No. 87 and said non-tangent curve to the left,having a radius of 2291.83 feet,a central angle of 03 deg. 56 min. 24 sec., a long chord that bears North 29 deg. 29 min. 47 sec. West, a distance of 157.57 feet and an arc distance of 157.60 feet to the POINT OF BEGINNING,containing 0.573 acre of land(Grid) 0.573 acre of land(Surface),more or less, leaving a net acreage for Tract 1S being 898.844 acres of land(Grid)899.026 acres of land(Surface),more or less. and BEING a 3.905 acre tract of land and being all of that certain Roy B. Robinson tract of land, more fully described and recorded in Clerk's File No. 2007027294 of the Official Public Records of Jefferson County,Texas. Said 3.905 acre tract of land being out of the John Bennett Survey,Abstract No. 71, Jefferson County,Texas and being more particularly described as follows: BEGINNING at a point at the Northwest corner of said Robinson tract, same being the Southwest corner of that certain Port Arthur LNG Holdings, LLC called 3.561 acre tract of land,more fully described as Tract 6 recorded in Clerk's File No. 2006017390 of said Official Public Records and being in the Northeast line of State Highway No. 87(120 foot wide public right-of-way), from which a found I inch iron pipe, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and the intersection of the West line of said Abstract No. 71 with the Northeast line of said Highway No. 87 right-of-way,bears North 21 deg. 39 min. 41 sec. West,a distance of 5297.82 feet (called South 18 deg. 45 min. East, 5300 feet); THENCE North 68 deg. 21 min. 37 sec. East(called South 71 deg. 15 min. West)along and with the Northwest line of said Robinson tract, same being the Southeast line of said 3.561 acre tract, a distance of 290.00 feet(called 290 feet, more or less to the West right-of-way line of the Port Arthur Ship Channel); THENCE South 21 deg. 32 min. 31 sec. East(called in a Northerly direction along and with the Port Arthur Ship Channel) along and with the Northeast line of said Robinson tract,a distance of 500.30 feet to a point for corner(called 500 feet, more or less, to a point); THENCE South 68 deg. 21 min. 37 sec. West(called North 71 deg. 15 min. East)along and with the Southeast line of said Robinson tract, same being the Northwest line of that certain Port Arthur LNG Holdings, LLC called 0.313 acre tract of land, more fully described as Tract 7 recorded in said Clerk's File No. 2006017390,pass at a distance of 290.00 feet(called 290 feet, more or less)to a point at the Southwest corner of said Robinson Tract, same being the Northwest corner of said 0.313 acre tract and being in the Northeast line of said State Highway No. 87 right-of-way, from which a found 5/8 inch iron rod (Bent), bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet,continuing on a total distance of 340.00 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 31 sec. West along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 68 deg. 21 min. 37 sec. East,a distance of 50.00 feet to POINT OF BEGINNING, containing 3.905 acres of land, more or less,of which 1.825 acres lies under water due mainly to erosion by Port Arthur Ship Channel traffic. 63 EXHIBIT B to Abandoned Easement Property Release [Preliminary Draft Subject to Modification] Easement Rights Together with any and all ancillary rights, including but not limited to: right-of-way, access rights, ingress and egress rights,lease,sublease,easement,sub-easement,rights by adverse possession,prescriptive rights, implied rights,or any other similar right in or on any portion of the Site,or otherwise related to or associated with the Abandoned Facilities, including without limitation those rights more particularly described below: Grantee is the holder of certain rights and interests to occupy,use and access a portion of the Property for the operation of its facilities consisting of approximately 2.9 miles of a combination of 12-inch, 16-inch and 20-inch waterline including existing fittings,valves and other associated appurtenances("Grantee's Facilities")pursuant to that certain Judgment on the Amended Declaration of Taking dated March 9, 1944, and recorded in the Official Records of Jefferson County,Texas("Official Records")at Volume 549, Page 14, attached to this Agreement as Exhibit B ("Existing Easement"). Abandoned Easement Property is approximately 7,991 feet more or less of the Existing Easement described in Exhibit B and the related Grantee's Facilities to be more particularly described in a legal description and/or survey prior to execution of the Transfer Documents. The Abandoned Facilities consist of approximately 7,206 feet of 20-inch diameter pipeline for transportation of water; 785 feet of 16-inch diameter pipeline for transportation of water,and 2,236 feet of 12-inch diameter pipeline for transportation of water together with associated valves, fittings and other appurtenances,to be more particularly prior to execution of the Transfer Documents. 64 EXHIBIT H Form of Memorandum After recording return to: Port Arthur LNG Holdings, LLC c/o Sempra Energy 488 8th Street,HQ09N 1 San Diego, CA 92101 MEMORANDUM OF ASSET RELOCATION AGREEMENT THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF JEFFERSON § THIS MEMORANDUM OF ASSET RELOCATION AGREEMENT (this "Memorandum"), is made, dated and effective as of _,201_(the"Effective Date"),between Port Arthur LNG Holdings, LLC, a Delaware limited liability company ("Landowner"), and City of Port Arthur ("Grantee"). Landowner and Grantee entered into that certain Asset Relocation Agreement of even date herewith(the"Agreement"). Capitalized terms used in this Memorandum and not otherwise defined herein have the same meaning ascribed to such terms in the Agreement. 1. Asset Relocation Agreement. Landowner is the fee owner of certain real property located in Jefferson County, Texas(the"Property") as depicted in Exhibit A to the Agreement and Grantee is the holder of certain rights and interests to occupy, use and access a portion of the Property for the operation of its facilities("Grantee's Facilities"). Reference is made to that one certain easement agreement described on Exhibit B to this Memorandum ("Existing Easement"). In connection with the future development of the Property,Landowner desires to cause the abandonment of a portion of Grantee's Facilities("Abandoned Facilities") located on a portion of the Property ("Abandoned Easement Property"). The Abandoned Facilities and Abandoned Easement Property are more particularly described on Exhibit C to this Memorandum. Grantee is willing to accept the grant of a new easement by Landowner on the Property, granting Grantee the rights to install, operate and maintain Grantee's Facilities, including Replacement Facilities, in substantially the form of the Grant of Easement attached as Exhibit D to the Agreement("New Easement"),complete the Interconnection,perform applicable Decommissioning,and abandon and assign, to the extent assignable,all Grantee's rights to the Abandoned Facilities and Abandoned Easement Property, on the terms and conditions set forth in the Agreement. 2. Release of Rights., New Property. Pursuant to the Agreement, and in connection with the removal of the Abandoned Facilities, Grantee and Landowner shall enter into a New Easement for the new location of the Grantee Facilities concurrently with a termination and release of all portions of the Existing Easement within the Property, all as more particularly specified in the Agreement. 3. Agreement Controls. This Memorandum does not supersede, modify, amend or otherwise change the terms, conditions or covenants of the Agreement. Landowner and Grantee executed and are recording this Memorandum solely for the purpose of providing constructive notice of the Agreement and the parties' rights and obligations thereunder. The terms, conditions and covenants of the Agreement are incorporated in this Memorandum by reference as though fully set forth herein. 4. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. 65 5. Termination and Release of Memorandum. Upon completion of the required events in the Agreement,this Memorandum shall automatically terminate and be of no further force or effect. Landowner may unilaterally record an instrument confirming such termination in the official public records of the County in which the Property is located and all parties may rely on such termination instrument. Upon request by Landowner, Grantee shall join in executing any such termination instrument. IN WITNESS WHEREOF, the parties have executed this Memorandum to be effective as of the date first written above. [signatures appear on following pages] 66 Landowner: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company By: Print Name: Print Title: STATE OF ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings,LLC, a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 67 GRANTEE: CITY OF PORT ARTHUR By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this day of , 201_, before me a notary public, the undersigned officer, personally appeared , who acknowledged himself/herself to be the of , a , and that he/she as such officer, being authorized to do so,executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: 68 Exhibit"A"to MEMORANDUM OF ASSET RELOCATION AGREEMENT [Preliminary Draft Subject to Modification] Description of Property BEING a 2187.215 acre tract of land (Grid), 2187.658 acre tract of land(Surface), described in two (2) tracts and being out of and a part of that certain Port Arthur LNG Holdings,LLC called 2838.798 acre tract of land (Grid), more fully described in seventeen (17) tracts, recorded in Clerk's File No. 2006017390 of the Official Public Records of Jefferson County,Texas and that certain 2.605 acre tract of land conveyed to Port Arthur LNG Holdings,LLC, more fully described and recorded in Clerk's File No.2008018145 of said Official Public Records and being the same tracts of land as deeded to The McFaddin Trust, more fully described as the First Tract(2470.7 acres), Second Tract(1064.85 acres), Sixth Tract(640 acres), Seventh Tract(640 acres),Eighteenth Tract(333 acres),Twenty-fourth Tract(580.19 acres),Twenty-fifth Tract(320 acres), One Hundred Fourth Tract(154.84 acres)and One Hundred Sixteenth Tract(684 acres)as recorded in Volume 284, Page 41 of the Deed Records of Jefferson County, Texas. Said 2187.215 acre tract of land (Grid), 2187.658 acre tract of land (Surface), being out of and a part of the Pedro de la Garza Survey, Abstract No. 438, the I. D. Polk Survey, Abstract No. 770, the T. & N. O. RR. Survey, Section No. 305, Abstract No. 331, the John Wescott Survey, Abstract No. 780,the M. Broussard Survey, Section No. 124, Abstract No. 488, the P. B. O'Conner Survey, Abstract No. 185, the T. &N. O. RR. Survey, Section No. 123,Abstract No.251,the John Bennett Survey,Abstract No. 71,the N.Coleman Survey,Abstract No. 12, and the W.E. Sparks Survey, Section No. 306, Abstract No. 858, Jefferson County, Texas and being more particularly described as follows: Tract 1N—1288.371 Acre Tract(Grid) 1288.632 Acre Tract(Surface) BEGINNING at a concrete monument stamped"Gulf Oil Corp."found at the Northeast corner of Tract 3 of said 2838.798 acre tract, said Twenty-fifth Tract(320 acres)of said Volume 284, Page 41 and said Abstract No. 251, same being the Southeast corner of that certain Premcor Refining Group, Inc. called 120.517 acre tract of land, more fully described as Tract 9 recorded in Clerk's File No. 9505598 of the Official Public Records of said Jefferson County and the M. Broussard Survey, Section No. 122,Abstract No. 486 and being in the West line of that certain Bridge City Real Properties, LLC called 8.3035 acre tract of land,more fully described and recorded in Clerk's File No. 2005032661 of said Official Public Records and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 02 deg. 53 min. 38 sec. East along and with the East line of said Twenty-fifth Tract(320 acres) and said Abstract No. 251, same being the West line of said 8.3035 acre tract and said Abstract No. 71, a distance of 467.13 feet to a point for corner in the East right-of-way line of State Highway No. 87 (public right-of-way),same being an Angle corner in the West line of said 8.3035 acre tract; THENCE South 68 deg. 16 min. 07 sec. West,a distance of 84.92 feet to a point for corner in the centerline of said State Highway No. 87 at the beginning of a non-tangent curve to the left; THENCE in a Southeasterly direction along and with the centerline of said State Highway No. 87 and said curve to the left,having a radius of 5729.58 feet,a central angle of 00 deg. 33 min.38 sec.,a long chord that bears South 23 deg.27 min.25 sec.East,a distance of 56.06 feet and an arc distance of 56.06 feet to a point; 69 THENCE South 23 deg.44 min.35 sec.East continuing along and with the centerline of said State Highway No. 87,a distance of 845.92 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction continuing along and with the centerline of said State Highway No. 87 and said curve to the right, having a radius of 5734.53 feet, a central angle of 01 deg. 59 min. 54 sec., a long chord that bears South 22 deg. 44 min. 36 sec. East, a distance of 199.99 feet and an arc distance of 200.00 feet to a point for corner; THENCE South 21 deg.43 min.52 sec.East continuing along and with the centerline of said State Highway No. 87, a distance of 396.73 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the South corner of that certain Associated Marine Services, Inc. called 6.910 acre tract of land, more fully described and recorded in Clerk's File No. 2007046912 of said Official Public Records, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on with the South line of said 6.910 acre tract for a total distance of 570.59 feet to a point on the approximate Southwest right- of-way of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec.East along and with said Port Arthur Ship Channel right-of-way,a distance of 3800.97 feet to a point; THENCE South 68 deg. 21 min. 37 sec. West, at a distance of 419.85 feet pass a point for the Northwest corner of that certain Roy B. Robinson Tract of land,more fully described and recorded in Clerk's File No. 2007027294 of said Official Public Records and in the East right-of-way line of said State Highway No. 87, from which a 1 inch iron pipe found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.37 feet and continuing on for a total distance of 469.85 feet to a point in the centerline of said State Highway No. 87; THENCE South 21 deg. 32 min. 31 sec. East along and with the centerline of said State Highway No. 87, a distance of 500.30 feet to a point for corner; THENCE North 68 deg. 21 min. 37 sec. East, at a distance of 50.00 feet pass a point for the Southwest corner of said Roy B.Robinson tract in the East right-of-way line of said State Highway No. 87,from which a 5/8 inch iron rod found, bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet and continuing on for a total distance of 457.38 feet to a point on the said approximate Southwest line of the Port Arthur Ship Channel; THENCE South 20 deg. 06 min. 54 sec. East along and with the Southwest line of said Port Arthur Ship Channel, a distance of 1663.56 feet to a point; THENCE South 68 deg. 27 min. 29 sec. West, a distance of 415.92 feet to a point in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 49 sec. West along and with the centerline of said State Highway No. 87, a distance of 311.29 feet to a point; THENCE South 68 deg.27 min. 29 sec. West,a distance of 70.00 feet to a concrete GSU monument found in the Southwesterly right-of-way line of said State Highway No. 87 at the North corner of that certain Gulf State Utilities Company called 0.222 acre tract of land, more fully described and recorded in Volume 809, Page 443 of said Deed Records; 70 THENCE South 53 deg. 35 min. 38 sec. West along and with the Northwest line of said 0.222 acre tract and that certain Texas Parks and Wildlife Department called 5.344 acre tract, more fully described and recorded in Volume 809, Page 443 of said Deed Records, a distance 305.21 feet to a concrete monument with disc stamped"T. P. &W."found at the most Northerly Northwest corner of said 5.344 acre tract; THENCE South 36 deg. 25 min. 08 sec. East along and with the most Northerly West line of said 5.344 acre tract, a distance of 251.01 feet to a 5/8 inch iron rod found at an Ell corner of said 5.344 acre tract; THENCE South 53 deg. 33 min. 23 sec. West along and with the most Westerly North line of said 5.344 acre tract, a distance of 3221.96 feet to a point at the most Westerly Northwest corner of said 5.344 acre tract and being in the North line of that certain J. W. Gates called 4.7 acre tract of land,more fully described and recorded in Volume 101, Page 345 of said Deed Records, from which a 1 inch iron pipe inside a 3 inch iron pipe found for reference, bears South 22 deg. 17 min. 27 sec. East a distance of 51.58 feet; THENCE South 53 deg.31 min.23 sec. West along and with the North line of said 4.7 acre tract,a distance of 1717.76 feet to a 3 inch iron pipe with disc stamped"C. A. Kohler"found at the Southeast corner of that certain Texas Parks and Wildlife Department called 1323.84 acre tract of land,more fully described as Tract A recorded in Volume 2409, Page 429 of said Deed Records; THENCE North 21 deg. 07 min. 15 sec. West along and with the most Southerly East line of said 1323.84 acre tract,a distance of 4111.64 feet to a 1 inch iron pipe found; THENCE North 21 deg. 41 min. 56 sec. West continuing along and with the most Southerly East line of said 1323.84 acre tract, a distance of 5398.13 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at an Ell corner of said 1323.84 acre tract; THENCE South 68 deg. 21 min. 13 sec. West along and with the most Easterly North line of said 1323.84 acre tract, a distance of 2634.34 feet to a 3 inch iron pipe with disc stamped "C. A. Kohler" found at the beginning of a non-tangent curve to the left; THENCE in a Southwesterly direction continuing along and with the most Easterly North line of said 1323.84 acre tract and said non-tangent curve to the left, having a radius of 4123.49 feet, a central angle of 34 deg. 49 min. 09 sec., a long chord that bears South 50 deg. 56 min. 42 sec. West, a distance of 2467.49 feet and an arc distance of 2505.88 feet to a 3 inch iron pipe filled with concrete found at an Ell corner of said 1323.84 acre tract; THENCE North 56 deg. 21 min. 47 sec. West along and with an East line of said 1323.84 acre tract, at a distance of 1142.19 feet pass a 1 inch iron pipe with cap stamped"WORTECH"found and continue on for a total distance of 1450.00 feet to a point at a Northeast corner of said 1323.84 acre tract and being in the Southeast line of that certain United States of America called 37.3 acre tract of land, more fully described and recorded in Volume 330,Page 132 of said Deed Records; THENCE South 33 deg. 38 min. 54 sec. West along and with the Northwest line of said 1323.84 acre tract, same being the Southeast line of said 37.3 acre tract, a distance of 4317.40 feet to a point for the Northwest corner of said 1323.84 acre tract and being in the Northeast line of that certain Texas Parks and Wildlife called 53.90 acre tract of land,more fully described as Tract 14 recorded in Volume 1758,Page 160 of said Deed Records; THENCE North 56 deg. 18 min. 35 sec. West along and with the Northeast line of said 53.90 acre tract, a distance of 183.30 feet to a point for the Northwest corner of said 53.90 acre tract,same being the Northeast corner of that certain Texas Parks and Wildlife called 106.67 acre tract of land,more fully described as Tract 71 8 recorded in said Volume 1758,Page 160 and being in the West line of said Abstract No. 858, same being the East line of the T. &N. O. RR. Survey, Section 307,Abstract No. 297; THENCE North 02 deg. 45 min. 48 sec. West along and with the West line of said Abstract No. 858, same being the East line of said Abstract No. 297,a distance of 196.60 feet to a point for corner in the Northwest line of said 37.3 acre tract, same being the Southeast line of that certain State of Texas called 4500 acres of land, more fully described and recorded in Volume 1168, Page 444 of said Deed Records; THENCE North 33 deg.38 min. 54 sec.East along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 4158.82 feet to a point at the beginning of a non-tangent curve to the right; THENCE in a Northeasterly direction continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract and Jefferson County Waterway and Navigation District called 186.885 acre tract of land,more fully described and recorded in Clerk's File No. 2005043069 of said Official Public Records and said non-tangent curve to the right, having a radius of 5873.49 feet, a central angle of 34 deg. 47 min. 25 sec., a long chord that bears North 50 deg. 57 min. 33 sec. East, a distance of 3511.86 feet and an arc distance of 3566.40 feet to a point at the end of said curve; THENCE North 68 deg.21 min. 13 sec.East continuing along and with the Northwest line of said 37.3 acre tract, same being the Southeast line of said 4500 acre tract, a distance of 2121.70 feet to a point in the East line of said Abstract No.770, same being the West line of said Abstract No.486 and said 120.517 acre tract; THENCE South 02 deg. 57 min. 41 sec. East along and with the East line of said Abstract No. 770, same being the West line of said Abstract No.486 and said 120.517 acre tract,a distance of 130.06 feet to a point for the Southwest corner of said Abstract No. 486 and said 120.517 acre tract, same being the Northwest corner of said Abstract No. 488 and said Eighteenth Tract(333 acres); THENCE North 87 deg. 02 min. 32 sec. East along and with the North line of said Eighteenth Tract(333 acres) and said Abstract No. 488, said Twenty-fifth (320 acres) and said Abstract No. 251, same being the South line of said 120.517 acre tract and said Abstract No. 486, at a distance of 1635.58 feet pass a 1 inch iron rod with cap stamped "WORTECH SURVEYORS" set, at a distance of 5766.53 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" found at the Northeast corner of Tract 1 of said 2838.798 acre tract of land (Grid) in the Southwest right-of-way line of said State Highway No. 87 and continuing on for a total distance of 6123.35 feet to the PLACE OF BEGINNING, containing 1408.045 acres of land(Grid) 1408.330 acres of land(Surface), more or less, SAVE & EXCEPT that certain Texas Parks and Wildlife Department 120.674 acre tract of land(Grid) 120.698 acre tract of land(Surface),called 120.757 acres, more fully described and recorded in Film Code No. 102-31-1501 of said Official Public Records and being more particularly described as follows; COMMENCING at said concrete monument stamped "Gulf Oil Corp." found at the Northeast corner of said Twenty-fifth Tract (320 acres) and said Abstract No. 251, same being the Southeast corner of said 120.517 acre tract and said Abstract No. 486 and being in the West line of said 8.3035 acre tract and said Abstract No. 71. Said concrete monument has a Texas State Plane Coordinate of Y=13,879,643.6820 and X=3,565,680.6840; THENCE South 16 deg. 13 min. 58 sec. East, a distance of 7891.25 feet to a concrete monument with disc stamped "T. P. & W. No. 111" found at the PLACE OF BEGINNING of the herein described SAVE & EXCEPT tract; 72 THENCE in a circular pattern along and with the lines of said called 120.757 acre tract the following courses and distances: South 23 deg. 07 min. 55 sec. East, a distance of 67.83 feet to a point; South 79 deg. 40 min. 16 sec. West, a distance of 54.31 feet to a point; South 79 deg. 32 min. 55 sec. West, a distance of 171.16 feet to a point; South 04 deg. 58 min. 04 sec. East,a distance of 88.52 feet to a point; South 60 deg. 10 min. 57 sec. West, a distance of 147.57 feet to a point; South 51 deg. 13 min. 05 sec. West, a distance of 56.70 feet to a point; South 67 deg. 11 min. 40 sec. West, a distance of 80.62 feet to a point; North 89 deg. 48 min. 06 sec. West, a distance of 93.82 feet to a point; South 74 deg. 51 min. 58 sec. West, a distance of 81.21 feet to a point; South 60 deg. 52 min. 35 sec. West, a distance of 185.56 feet to a point; South 59 deg. 28 min. 24 sec. West, a distance of 338.09 feet to a point; South 86 deg. 05 min. 32 sec. West, a distance of 90.20 feet to a point; North 73 deg. 56 min. 44 sec. West, a distance of 70.54 feet to a point; North 67 deg. 32 min. 23 sec. West, a distance of 157.92 feet to a point; North 82 deg. 24 min. 00 sec. West, a distance of 179.63 feet to a point; North 76 deg. 24 min. 40 sec. West, a distance of 288.18 feet to a point; North 56 deg. 08 min. 41 sec. West, a distance of 170.95 feet to a point; North 38 deg. 50 min. 45 sec. West, a distance of 118.39 feet to a concrete monument with disc stamped"T. P. &W.No. 93"found leaning; North 47 deg. 54 min. 08 sec. West, a distance of 89.52 feet to a point; North 36 deg. 59 min. 15 sec. West, a distance of 158.48 feet to a point; North 33 deg. 54 min. 46 sec. West, a distance of 192.35 feet to a point; North 24 deg. 06 min. 55 sec. West, a distance of 52.30 feet to a point; North 18 deg. 58 min. 29 sec. West, a distance of 224.53 feet to a point; North 27 deg. 54 min. 59 sec. West, a distance of 149.47 feet to a point; North 19 deg. 06 min. 07 sec. West, a distance of 181.36 feet to a point; North 11 deg. 19 min. 15 sec. West, a distance of 163.75 feet to a point; North 01 deg. 56 min.25 sec. West, a distance of 167.32 feet to a point; North 13 deg.46 min. 38 sec. West, a distance of 330.88 feet to a point; North 14 deg. 06 min. 15 sec. East, a distance of 273.65 feet to a concrete monument with disc stamped"T. P. & W.No. 82"found; North 37 deg. 55 min. 38 sec. East, a distance of 162.87 feet to a point; North 49 deg.46 min.24 sec. East, a distance of 386.74 feet to a point; North 65 deg. 21 min. 23 sec. East,a distance of 144.75 feet to a point; North 71 deg. 55 min. 00 sec. East, a distance of 397.27 feet to a point; North 63 deg. 25 min. 27 sec. East,a distance of 347.41 feet to a point; North 84 deg. 58 min. 25 sec. East,a distance of 66.44 feet to a point; South 68 deg. 25 min. 17 sec. East,a distance of 94.90 feet to a point; South 45 deg. 20 min. 34 sec. East, a distance of 476.70 feet to a concrete monument with disc stamped"T. P. & W.No. 74"found; South 33 deg. 46 min. 16 sec. East, a distance of 566.27 feet to a point; South 26 deg. 37 min. 43 sec. East,a distance of 764.31 feet to a point; South 20 deg. 38 min. 54 sec. East,a distance of 523.17 feet to a point; South 06 deg. 13 min. 23 sec. East, a distance of 273.78 feet to the PLACE OF BEGINNING, containing 120.674 acres of land (Grid), more or less, leaving a net acreage for Tract 1N as being 1288.371 acres of land(Grid) 1288.632 acres of land(Surface), more or less. Tract 1S-898.844 Acre Tract(Grid) 899.026 Acre Tract(Surface) 73 BEGINNING at a 1 inch iron pipe set inside a 3 inch iron pipe found for the most Northerly Northeast corner of that certain Texas Parks & Wildlife Department called 2105.69 acre tract, more fully described and recorded in Volume 2409, Page 429 of said Deed Records, same being the Southwest corner of said 5.344 acre tract, same being the Southeast corner of said 4.7 acre tract and same being the Northwest corner of Tract 2N out of said 2838.798 acre tract; THENCE North 53 deg. 33 min. 23 sec. East along and with the South line of said 5.344 acre tract, a distance of 3459.84 feet to a concrete monument stamped"T.P.&W."found at the Southeast corner of said 5.344 acre tract and being in the Southwest right-of-way line of said State Highway No. 87; THENCE North 68 deg. 27 min. 29 sec. East, a distance of 485.95 feet to a point on the approximate Southwest line of said Port Arthur Ship Channel; THENCE in a Southeasterly direction along and with the Southwest line of said Port Arthur Ship Channel as follows: South 20 deg. 06 min. 54 sec. East, a distance of 391.47 feet to a point; South 21 deg. 36 min. 04 sec. East,a distance of 5753.25 feet to a point; South 33 deg. 07 min. 44 sec. East, a distance of 808.81 feet to a point; South 35 deg. 58 min. 34 sec. East, a distance of 523.21 feet to a point; South 38 deg. 49 min. 04 sec. East, a distance of 558.57 feet to a point; South 50 deg. 17 min. 34 sec. East, a distance of 2339.42 feet to a point in the East line of said Abstract No. 438, same being the West line of the Dennis Gahagan Survey, Abstract No. 123, Jefferson County,Texas; THENCE South 02 deg. 23 min.28 sec. East along and with the East line of said 2470.7 acre tract and said Abstract No. 438, same being the West line of the William F. Scott 1991 Trust called 25.089 acre tract of land,more fully described and recorded in Clerks File No. 2007023650 of said Official Public Records,that certain C.Doornbos called 1103.5 acre tract of land,more fully described and recorded in Volume 437,Page 613 and Volume 439, Page 147 of said Deed Records and said Abstract No. 123, a distance of 4080.57 feet to a 1 inch iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 74 deg. 52 min.43 sec.West,a distance of 239.30 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 23 deg. 57 min. 03 sec. West,a distance of 352.61 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 65 deg. 39 min. 12 sec. West,a distance of 247.49 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 29 deg. 37 min. 56 sec. West,a distance of 785.69 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 28 deg.09 min. 21 sec. West,a distance of 832.15 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; South 40 deg. 14 min.27 sec. West,a distance of 226.71 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 36 min. 31 sec. West a distance of 727.45 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 73 deg. 17 min. 19 sec. West a distance of 664.65 feet to a 1 inch iron pipe with cap stamped "WORTECH"found; North 72 deg. 59 min. 11 sec. West a distance of 729.64 feet to a 1 inch iron pipe found; 74 North 73 deg. 09 min. 25 sec. West a distance of 38.00 feet to a 1 inch iron pipe found at the South corner of that certain Jefferson County,Texas called 110.418 acre tract(Grid),more fully described and recorded in Clerk's File No. 2004017255 of said Official Public Records; THENCE North 52 deg. 32 min. 56 sec. East along and with the most Southerly Southeast line of said 110.418 acre tract(Grid), at 2704.20 feet pass a 5/8 inch iron rod found at the South corner of that certain Texas Parks&Wildlife Department called 12.60 acre tract more fully described and recorded in Clerk's File No. 1999014390 of said Official Public Records,same being the most Southerly East corner of said 110.418 acre tract (Grid), at a distance of 3068.22 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS"set at the East corner of said 12.60 acre tract in the Westerly right-of-way line of said State Highway No. 87 and continuing on for a total distance of 3128.89 feet to a point in the centerline of said State Highway No. 87 in a non-tangent curve to the left; THENCE in a Northwesterly direction along and with the centerline of said State Highway No. 87 the following courses and distances: a non-tangent curve to the left, having a radius of 2291.83 feet, a central angle of 04 deg. 34 min. 10 sec.,a long chord that bears North 49 deg. 56 min. 30 sec. West, a distance of 182.72 feet and an arc distance of 182.77 feet to a point; North 52 deg. 13 min. 35 sec. West, distance of 1172.10 feet to a point; North 52 deg. 13 min. 26 sec. West, distance of 156.34 feet to a point; North 48 deg. 50 min. 05 sec. West,distance of 161.20 feet to a point; THENCE South 52 deg. 15 min. 06 sec. West,at a distance of 61.14 feet pass a 5/8 inch iron rod with cap stamped "WORTECH SURVEYORS" set at the North corner of said 110.418 acre tract (Grid) in the Southwesterly right-of-way line of said State Highway No. 87 and continuing on along and with the Northwest line of said 110.418 acre tract (Grid) for a total distance of 3524.15 feet to a 1 inch iron pipe found at the West corner of said 110.418 acre tract(Grid) and being in the Northeast line of said 2105.69 acre tract; THENCE in a Northwesterly direction along and with the Northeast line of said 2105.69 acre tract the following courses and distances: North 55 deg. 43 min. 11 sec. West,a distance of 258.91 feet to a 1 inch iron pipe found; North 44 deg. 59 min. 56 sec. West,a distance of 279.19 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg.43 min. 13 sec. West,a distance of 2499.84 feet to a 1 inch iron pipe with cap stamped "WORTECH"set; North 22 deg. 17 min. 27 sec. West, a distance of 5196.06 feet to the POINT OF BEGINNING, containing 899.417 acres of land (Grid) 899.599 acres of land (Surface), more or less, SAVE & EXCEPT that certain United States of America tract, more fully described as Parcel 8 recorded in Volume 549,Page 14 and Volume 520,Page 225 of said Deed Records and being more particularly described as follows; BEGINNING at a point in the centerline of said State Highway No. 87, from which a 1" iron pipe found at the most Easterly Northeast corner of said 2105.69 acre tract, same being the South corner of Tract 2S of said 2838.798 acre tract and being in the West line of said 1103.5 acre tract and said Abstract No. 123, same being the East line of said 2470.7 acre tract and said Abstract No. 438,bears South 10 deg. 34 min. 01 sec. East a distance of 3821.00 feet; THENCE North 62 deg. 26 min. 39 sec. East, a distance of 154.06 feet to a point; THENCE South 27 deg. 33 min. 21 sec. East, a distance of 165.89 feet to a point; 75 THENCE South 62 deg. 26 min. 39 sec. West, a distance of 148.67 feet to a point in the centerline of said State Highway No. 87; THENCE North 27 deg. 54 min. 58 sec. West along and with the centerline of said State Highway No. 87, a distance of 8.41 feet to a point at the beginning of a non-tangent curve to the left; THENCE in a Northwesterly direction continuing along and with the centerline of said State Highway No. 87 and said non-tangent curve to the left, having a radius of 2291.83 feet,a central angle of 03 deg. 56 min. 24 sec., a long chord that bears North 29 deg. 29 min. 47 sec. West, a distance of 157.57 feet and an arc distance of 157.60 feet to the POINT OF BEGINNING,containing 0.573 acre of land(Grid)0.573 acre of land(Surface),more or less, leaving a net acreage for Tract 1S being 898.844 acres of land(Grid)899.026 acres of land(Surface),more or less. and BEING a 3.905 acre tract of land and being all of that certain Roy B. Robinson tract of land,more fully described and recorded in Clerk's File No. 2007027294 of the Official Public Records of Jefferson County, Texas. Said 3.905 acre tract of land being out of the John Bennett Survey,Abstract No. 71, Jefferson County,Texas and being more particularly described as follows: BEGINNING at a point at the Northwest corner of said Robinson tract, same being the Southwest corner of that certain Port Arthur LNG Holdings, LLC called 3.561 acre tract of land, more fully described as Tract 6 recorded in Clerk's File No. 2006017390 of said Official Public Records and being in the Northeast line of State Highway No. 87 (120 foot wide public right-of-way), from which a found I inch iron pipe, bears North 68 deg. 21 min. 37 sec. East,a distance of 0.37 feet and the intersection of the West line of said Abstract No. 71 with the Northeast line of said Highway No. 87 right-of-way,bears North 21 deg. 39 min.41 sec. West,a distance of 5297.82 feet (called South 18 deg. 45 min. East, 5300 feet); THENCE North 68 deg. 21 min. 37 sec. East(called South 71 deg. 15 min. West) along and with the Northwest line of said Robinson tract, same being the Southeast line of said 3.561 acre tract, a distance of 290.00 feet(called 290 feet, more or less to the West right-of-way line of the Port Arthur Ship Channel); THENCE South 21 deg. 32 min. 31 sec. East(called in a Northerly direction along and with the Port Arthur Ship Channel) along and with the Northeast line of said Robinson tract,a distance of 500.30 feet to a point for corner(called 500 feet, more or less, to a point); THENCE South 68 deg.21 min. 37 sec. West(called North 71 deg. 15 min. East) along and with the Southeast line of said Robinson tract, same being the Northwest line of that certain Port Arthur LNG Holdings,LLC called 0.313 acre tract of land, more fully described as Tract 7 recorded in said Clerk's File No. 2006017390,pass at a distance of 290.00 feet(called 290 feet, more or less)to a point at the Southwest corner of said Robinson Tract, same being the Northwest corner of said 0.313 acre tract and being in the Northeast line of said State Highway No. 87 right-of-way, from which a found 5/8 inch iron rod (Bent), bears North 68 deg. 21 min. 37 sec. East, a distance of 0.76 feet, continuing on a total distance of 340.00 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 21 deg. 32 min. 31 sec. West along and with the centerline of said State Highway No. 87,a distance of 500.30 feet to a point for corner in the centerline of said State Highway No. 87; THENCE North 68 deg. 21 min. 37 sec. East,a distance of 50.00 feet to POINT OF BEGINNING, containing 3.905 acres of land, more or less,of which 1.825 acres lies under water due mainly to erosion by Port Arthur Ship Channel traffic. 76 Exhibit"B"to MEMORANDUM OF ASSET RELOCATION AGREEMENT [Preliminary Draft Subject to Modification] Description of Existing Easement Existing Easement consists of a 10-foot wide subsurface right of way that extends approximately 18,240 feet from the northern to the southern boundaries of the Property within the right of way for Texas State Highway 87. This Existing Easement is used for the operation and maintenance of approximately 8,017 feet of 20-inch diameter pipeline for transportation of water; 10,223 feet of 16-inch diameter pipeline for transportation of water and 9,914 feet of 12-inch diameter pipeline for transportation of water,together with associated valves, fittings and other appurtenances,co-located within the 10-foot wide right of way. 77 C o ° 9r Z a J o L c 3 a' s N ` Qla ac c y 7 L m m a° a s. O a 0 > o IV N.... L.L. s v, u a, Z a, co c Isr—Tho 1 r J • , \___ / [.,, _ ____ V)-Ga rp 4i 0 >• 0 � c me / a o u / 111 a 4.. E ib </- CL O d ro Jill (...) ca m 0 I •;7; 2 -0 -5- / H 0.'n i m'c0+ � 4. Exhibit"C"to MEMORANDUM OF ASSET RELOCATION AGREEMENT [Preliminary Draft Subject to Modification] Abandoned Facilities and Abandoned Easement Property Abandoned Easement Property is approximately 7,991 feet more or less of the Existing Easement described in Exhibit B and the related Grantee's Facilities to be more particularly described in a legal description and/or survey prior to execution of the Transfer Documents. The Abandoned Facilities consist of approximately 7,206 feet of 20-inch diameter pipeline for transportation of water; 785 feet of 16-inch diameter pipeline for transportation of water, and 2,236 feet of 12-inch diameter pipeline for transportation of water together with associated valves,fittings and other appurtenances,to be more particularly prior to execution of the Transfer Documents. 79 N d O 0 Z ar u J v L ■4j 3 v TQ C i a".Y a a v y c 16*-- a Qa V 0 117 ' 11.\ \ u l is 1 -O a a c o -0 U c "a a •3 t- 5 N U1 L u v Z 7 Q! 1 N i. 1 O C s 7 Ct J ?I° -_ - E H al-ro Qj 0 1.11P _T N j 'y uj r0 L a� O_ U a` m : •`= � L a of V1 + 'a i 0 -- ro w 3 C ,� �. O to 'a Ti- I co , a = a, ro 1 ., u ,. O< // v . u ,... � troro I /^\ a, -O t III Baa 4i "3 C/ H / 7 7 1- 0 m U Fr Exhibit"D"to MEMORANDUM OF ASSET RELOCATION AGREEMENT [Preliminary Draft Subject to Modification] Form of New Easement EASEMENT AGREEMENT FOR WATERLINE PURPOSES THIS EASEMENT AGREEMENT FOR WATERLINE PURPOSES(this"Agreement")is entered into as of , 2018, by and between Port Arthur LNG Holdings, LLC, a Delaware limited liability company ("Grantor") and City of Port Arthur ("Grantee"). Grantor and Grantee may hereinafter be referred to individually as a"Party"and collectively as the"Parties." WHEREAS,Grantor is the owner of that certain real property located in Jefferson County, Texas, as more particularly described on Exhibit A attached hereto("Grantor's Property"). WHEREAS,Grantee has requested from Grantor, and Grantor has agreed to convey to Grantee an easement on, over, under and through Grantor's Property in connection with Grantee's underground waterline facilities on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants and conveys unto Grantee a right-of-way, consisting of a permanent, non-exclusive easement ("Easement") (subject to Sections 1 and 2 below),more particularly described on Exhibit B attached hereto("Easement Property"), to place one (1) or more waterlines together with such valves, fittings, and necessary appurtenances(collectively,the"Facilities"),for the purposes of transporting potable water and the right to construct, maintain,operate,replace,repair, alter and remove said Facilities. The Easement and all rights granted herein to the Grantee are expressly subject to and conditioned upon the following terms and conditions: 24. Access Rights. Grantee, at any and all reasonable times, shall have the right of ingress and egress along then existing roads and other existing access routes on or over Grantor's Property, but not on or over other portions of Grantor's Property except with the express consent of Grantor or its successors or assigns. Grantee understands there are other existing easements located on Grantor's Property, including without limitation easements for electrical utility lines, telecommunication facilities, waterlines and oil and gas pipelines, which are located above and below the ground and which may cross or be adjacent to Grantee's Easement("Third Party Easements"). Grantee's right of ingress and egress is subject to the rights of such Third Party Easement holders,and Grantee agrees not to materially interfere with such rights,nor to damage any facilities subject to the Third Party Easements. 25. Crossing Rights. Grantor reserves unto itself, its successors and assigns, with reference to the Easement Property described on Exhibit A,the right to fully use and enjoy the Easement Property,including but not limited to the right to construct roads,streets,bridges,pipelines,waterlines,sidewalks,passageways, parking lots, fences, electric lines and powerlines, and other facilities, including but not limited to the relocation of a portion of Texas State Highway 87 and other pipelines and utilities("Improvements")across said Easement Property for purposes of development and subdivision of Grantor's Property, or any portion thereof, provided that such Improvements shall not materially interfere with the rights granted herein. This provision shall be a covenant running with the land and shall be binding on the Parties. 26. "AS IS". Grantee is on NOTICE THAT THERE ARE ELECTRICAL UTILITY LINES AND FACILITIES AS WELL AS OIL AND GAS PIPELINES ABOVE AND BELOW THE GROUND AND WHICH MAY CROSS OR BE ADJACENT TO THE GRANTEE'S EASEMENT. Therefore, this Easement is conditioned upon Grantee, through its duly authorized representative, agreeing to enter the property on an "AS IS" basis and at the sole risk of Grantee with respect to the condition of the Easement Property. BY ITS ACCEPTANCE HEREOF, GRANTEE AGREES THAT IT IS RECEIVING THE EASEMENT PROPERTY "AS IS" AND IN ITS PRESENT CONDITION WITH ALL DEFECTS, IF ANY, AND GRANTEE ASSUMES ALL RISK AND LIABILITY RESULITING OR ARISING FROM GRANTEE'S USE, OCCUPANCY OR POSSESSION OF THE EASEMENT INCLUDING BUT NOT LIMITED TO ALL RISK AND LIABILITY RESULTING OR ARISING FROM ANY HAZARDOUS MATERIALS THAT MAY BE LOCATED IN, ON,UNDER OR AROUND THE EASEMENT. 27. No Conveyance of Real Property. It is distinctly understood and agreed that this Agreement does not constitute a conveyance of any part of the land described herein or of the oil, gas and minerals therein and thereunder,but grants to the Grantee only the Easement and related rights expressly enumerated herein. 28. Grantor's Mineral Rights.This Easement and associated rights granted to the Grantee hereunder are further subject to the right of Grantor, its successors or assigns,transferees or lessees(which right is hereby expressly reserved)to use,occupy and enjoy the Easement Property,for all purposes, in such manner and at such times as it,they or any of them shall desire to use same,including but without limitation,for the purpose of conducting oil, gas and mineral operations on any of such, for the production, storage,transportation and disposition of oil,gas,sulphur or other minerals,under minerals leases,or otherwise, and for the purpose of reclamation,farming, grazing,and hunting; provided,however,that such use,occupation and enjoyment(i) must comply with the restrictions enumerated in Section 2 above and(ii)shall not materially interfere with the rights granted herein. 29. Maintenance of Easement Property. Following any surface activities undertaken by Grantee or on its behalf upon the Easement Property,Grantee will remove from the Easement Property all brush and other debris caused by its operations, leaving the Easement Property at all times in presentable condition, all to the satisfaction of Grantor. All Facilities installed or erected and permanently maintained by Grantee upon the Easement Property and which are situated in whole or in part upon or above the surface of the ground will, at Grantee's sole expense, be adequately protected to prevent cultivators, mowers or other vehicles or equipment coming onto or traversing the Easement Property from coming into contact therewith. Grantee will provide Grantor a plat or plats identifying the nature and location of all such ground level and above ground facilities or equipment from time to time maintained by Grantee upon the Easement. 30. Assignment. All proposed assignments or transfers by Grantee of this Agreement and Grantor's rights, duties and obligations hereunder may be made only with the prior written consent of Grantor or its successors or assigns, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Grantee must provide to Grantor evidence satisfactory to Grantor in its sole determination as to the creditworthiness of Grantee's intended assignee contemporaneous with Grantee's written request for Grantor's written consent to the proposed assignment.Grantee,its successors and assigns, will timely provide Grantor with a complete copy of all assignments)by Grantee whereby the Grantee shall assign,and the proposed assignee shall assume,all of Grantee's rights and obligations under this Agreement and which shall be recorded in the applicable public records of Jefferson County, Texas.No assignment of Grantee's rights under the Easement shall relieve Grantee of any of its obligations under this Agreement. 31. Relocation.The Parties hereto recognize that Grantor,its successors and assigns,may at some time in the future seek the relocation of all or a portion of the Easement. In the event Grantor proposes such relocation, which would be accomplished at the sole expense of Grantor, Grantee agrees to negotiate such relocation in good faith, the approval of which shall not be unreasonably withheld by Grantee. Notwithstanding the foregoing, Grantee's consent shall not be required for any proposed relocation if Grantor makes available a commercially reasonable alternative location for the Easement on Grantor's Property. In the event Grantee agrees to such relocation and the manner and means of relocation, Grantor agrees to grant additional right-of-way easements for the purposes described herein. Grantee agrees to promptly release by a recordable instrument any portion of the Easement granted herein which is abandoned as a result of such relocation. 32. Prompt Payment for Damages. As long as the Easement is used for the purposes granted herein, Grantee, for itself and on behalf of its permitted successors and assigns, hereby agrees to repair or pay any damages that may arise to Grantor's Property, including but not limited to damage to any Improvements, fences, canals, ditches, levees, terraces, roads, or other property arising from maintenance, operation and removal of Grantee's Facilities. Grantee shall pay or commence to repair such damage within ten (10) business days after receiving notice of such damage and if repairing shall diligently prosecute such repairs to completion. 33. Applicable Laws. At all times, Grantee shall comply with all applicable laws, statutes, codes, ordinances, rules, regulations, directives, permits, approvals, authorizations and orders of all governmental authorities with jurisdiction that are now or hereafter applicable to Grantee's activities in connection with the Easement or on the Easement Property(collectively,"Applicable Laws"). Grantee shall deliver written notice of any violation of Applicable Laws to Grantor within five(5)business days after receiving notice of such violation. Grantee shall commence to resolve any violation of any Applicable Law arising from Grantee's activities within the Easement within five(5) business days after receiving actual notice of such violation and shall diligently prosecute such resolution to completion. 34. Hazardous Materials. Grantee shall not use or bring onto the Grantor's Property(and shall not allow to be used or brought onto the Grantor's Property) any Hazardous Materials (as defined below), except as may be reasonably required in connection with the purpose of the Easement and then only in full compliance with and in amounts that do not, individually or in the aggregate, trigger any reporting obligations under Applicable Laws, including but not limited to (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended), 42 U.S.C. § 9601, et seq., (b) the Hazardous Materials Transportation Act (as amended), 49 U.S.C. § 1801, et seq., (c) the Resource Conservation and Recovery Act (as amended), 42 U.S.C. § 6901, et seq., (d) the Federal Water Pollution Control Act (as amended), 33 U.S.C. § 1251, et seq., (e)the Clean Air Act(as amended), 42 U.S.C. § 7401, et seq., (f)the Toxic Substances Control Act (as amended), 15 U.S.C. § 2601, et seq., (g) the Oil Pollution Act (as amended), 33 U.S.C. § 2701,et seq.,(h)the Occupational Safety and Health Act(as amended),29 U.S.C. § 651, et seq., (i) the Emergency Planning and Community Right-to-Know Act (as amended) 42 U.S.C. § 11001, et seq., and (j) any other Applicable Laws of the State of Arizona, and (o) any regulations adopted and guidance promulgated pursuant to the aforesaid Applicable Laws or common law. "Hazardous Materials"shall mean any substance,material or waste which is now or hereafter classified as hazardous or toxic,or which is regulated under current or future Applicable Laws, including but not limited to petroleum, flammable substances, explosives, radioactive materials, asbestos, formaldehyde foam insulation, polychlorinated biphenyls, lead, radon, and transformers containing dielectric fluid containing levels of polycholorinated biphenyls in excess of 50 parts per million. If Grantee or any of Grantee's affiliates, employees, subcontractors, consultants or agents cause any contamination of the Easement or the groundwater, then Grantee shall be responsible and liable for all remediation and clean-up of such contamination to a condition appropriate for commercial/industrial use in accordance with all requirements of the governmental authority with jurisdiction over the remediation and clean-up of such contamination, which shall be performed at Grantee's sole expense. Grantee shall deliver written notice to Grantor within twenty-four(24)hours of receiving actual notice of the following affecting the Easement or the groundwater: (x) any proceeding or inquiry by any governmental authority with respect to Hazardous Materials, (y) any actual or threatened claim by any governmental authority or third party relating to Hazardous Materials, or (z)the discovery of any Hazardous Materials. 35. Mechanic's Liens. Grantee shall keep the portion of Grantor's Property that will be burdened by the Easement free from and shall promptly discharge all mechanic's or materialman's liens arising from any work performed, material furnished or obligations incurred in connection with any of Grantee's activities within the Easement, including,without limitation,by the posting of a statutory payment bond to bond over any such lien (provided, however, that Grantee may contest any such lien by appropriate proceedings). Grantee shall satisfy such lien in full within thirty (30) days after such proceeding has become final and unappealable. Without limiting the foregoing, Grantee may settle any such lien on terms it deems satisfactory in its sole discretion so long as such settlement results in the removal of such lien from the Easement pursuant to Applicable Laws and does not require any admission of liability by Grantor or impose any liability or obligation on Grantor. 36. Taxes. Grantee shall pay all personal property taxes attributable to its Facilities in the Easement, if any. 37. Insurance. At all times during the Term, Grantee shall, at its expense, maintain a broad form commercial general liability insurance from an insurance company authorized to do business in Texas with an A.M. Best rating of"A-" or better, (a) comprehensive general liability or commercial general liability insurance, with limits of not less than Five Million and No/100ths Dollars($5,000,000.00)per occurrence and not less than Ten Million and No 100ths Dollars ($10,000,000.00) in the aggregate, for bodily injury, death and property damage and including contractual liability coverage; (b) workers' compensation insurance and employer's liability insurance in accordance with requirements of Applicable Laws; and(c) automobile liability insurance on all vehicles owned or operated by Grantee's contractors and subcontractors with a combined single limit per occurrence of not less than Five Million and No/100ths Dollars($5,000,000.00). All such insurance policies shall name Grantor as an additional insured, contain a waiver of subrogation clause, severability of interest clause and cross-liability clause, and provide that the insurance coverages may not be amended or terminated without thirty(30)days prior written notice to Grantor. From time to time upon Grantor's request, Grantee shall provide to Grantor copies of insurance certificates evidencing such insurance coverage. 38. Indemnification. Grantee shall indemnify, defend and hold harmless Grantor and Grantor's affiliates,members,managers,officers,directors,employees,representatives,mortgagees and agents(each, an "Indemnified Party") for, from and against losses, damages, claims, lawsuits, costs, expenses and liabilities (including but not limited to reasonable attorney's fees) arising out of (i) any operations or activities of Grantee or its respective employees, contractors, subcontractors, agents or invitees on the Easement; (ii) any negligence or willful misconduct on the part of Grantee or its respective employees, contractors,subcontractors,agents or invitees;(iii)any breach of this Agreement by Grantee or its respective employees, contractors, subcontractors, agents or invitees; or(iv) any Hazardous Materials contamination at, around or beneath the Easement or in the groundwater caused by Grantee or its respective employees, contractors, subcontractors, consultants, agents or invitees or any violation of the requirements set forth in Section 12 by Grantee or its respective employees, contractors, subcontractors, consultants, agents or invitees. This indemnification shall not apply to losses, damages, claims, costs, expenses and liabilities to the extent caused by gross negligence or willful misconduct on the part of the Indemnified Party. This indemnification shall survive the termination of this Agreement. In no event shall either party shall be liable to the other party for incidental, consequential, special, punitive or indirect damages, including, without limitation, loss of use, loss of profits, costs of capital or increased operating costs, arising out of this Easement,whether by reason of contract, indemnity, strict liability,negligence, intentional conduct, breach of warranty, or otherwise, except in the case of claims for incidental, consequential, special, punitive or indirect damages by third parties. 39. Attorneys' Fees. If Grantor or Grantee files any action or brings any proceeding against the other party arising from or related to this Easement,the prevailing party shall be entitled to recover from the other party element of its costs of suit and not as damages) reasonable attorneys' fees (including both in-house and outside attorneys'fees),costs and expenses incurred by the prevailing party in such action or proceeding (including any appeals). 40. Abandonment. If Grantee abandons its use of the Facilities for a period of one(1)continuous year after construction of such Facilities is complete, other than as a result of force majeure, and if Grantee thereafter fails to recommence utilization of the Facilities within ninety (90) days after receipt of written notice from Grantor requesting Grantee to either recommence utilizing the Facilities or to be deemed to have abandoned such Facilities,then, Grantee shall, as soon as practicable thereafter, remove all Facilities from the surface of the Land. 41. Default. If Grantee fails to perform any affirmative duty or obligation of Grantee under this Agreement that remains uncured for thirty (30) days after written notice thereof(or if such cure cannot be completed within thirty(30)days, if such cure is not commenced within thirty(30)days or thereafter is not diligently prosecuted to completion), Grantor may pursue any right or remedy available at law or in equity as a result without any requirement of further notice or demand, including but not limited to,termination of this Easement and termination of Grantee's right to possession of the Easement by any lawful means. 42. Notices. Any notice required or permitted by this Agreement shall be in writing. Notice shall be deemed to have been sufficiently given for all purposes when sent by certified or registered mail, postage and fees prepaid via reputable overnight courier, addressed to the applicable Party at the address listed below. Any successor to any of the Parties should give notice of their succession and provide Notice addresses in writing to the other Party utilizing the procedures set forth herein. Grantor: Port Arthur LNG Holdings,LLC do Sempra Energy 488 8th Street, HQ09N1 San Diego, CA 92101 Attn: Jennifer DeMarco WITH COPY TO: Stahl, Bernal,Davies, Sewell & Chavarria, LLP 7320 N. MoPac, Suite 211 Austin,Texas 78731 Attn: Brent Stahl Grantee: City of Port Arthur Attn: Harvey Robinson, Interim City Manager 444 4th Street Port Arthur,Texas 77641-1089 Fax: (409)983-8128 Email: Harvey.Robinson@portarthurtx.gov WITH COPY TO: City of Port Arthur Legal Department Attn: City Attorney,Val Tizeno 444 4th Street Port Arthur, Texas 77641-1089 Fax: (409)983-8124 Email: Val.Tizeno@portarthurtx.gov 43. Legal Matters.This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.Venue shall be proper in the County where the Easement Property is located. 44. Captions for Convenience. All headings and captions used herein are for convenience only and are of no meaning in the interpretation or effect of this Agreement. 45. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same document. 46. NO WARRANTIES. THE EASEMENT AND RELATED RIGHTS GRANTED HEREIN AND MADE SUBJECT TO THIS AGREEMENT ARE GRANTED WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED. {signatures on following page} IN WITNESS WHEREOF,the Parties hereby execute this Agreement as of the date first above written. GRANTOR: PORT ARTHUR LNG HOLDINGS,LLC, a Delaware limited liability company By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this—day of , 201_, before me a notary public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the of Port Arthur LNG Holdings,LLC, a Delaware limited liability company, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: GRANTEE: CITY OF PORT ARTHUR By: Print Name: Print Title: STATE OF ) ) COUNTY OF ) On this_day of , 201_, before me a notary public, the undersigned officer, personally appeared , who acknowledged himself/herself to be the of City pf Port Arthur and that he/she as such officer, being authorized to do so,executed the foregoing instrument for the purpose therein contained by signing the name of the company by herself as on behalf of such company. In witness whereof, I hereto set my hand and official seal. Notary Public State of [SEAL] My commission expires: EXHIBIT I Form of Final Acceptance Notice [Grantee Letterhead] [date] Port Arthur LNG Holdings,LLC do Sempra Energy 488 8th Street,HQ09N1 San Diego,CA 92101 Attn: Jennifer DeMarco RE: --Final Acceptance Notice in connection with Asset Relocation Agreement between City of Port Arthur ("Grantee") and Port Arthur LNG Holdings, LLC, a Delaware limited liability company ("Landowner")dated on or about [ 1 (the"Agreement"). Capitalized terms used in this Final Acceptance Notice (this "Final Acceptance"), and not otherwise defined herein, have the same meaning ascribed to such terms in the Agreement. Ladies and Gentlemen: Grantee has received Notice of Substantial Completion under the Agreement. Grantee confirms and agrees to the following: (a) Grantee has conducted such inspections as it has deemed necessary to review the Replacement Facilities and Construction. (b) The Replacement Facilities and Construction are accepted and complete, and are materially consistent with the Plans and Specifications. (c) All Punch List items are complete and accepted. Grantee has no unresolved or remaining Punch List items. (d) The person signing this Final Acceptance below is authorized on behalf of Grantee to execute and deliver this Final Acceptance to Landowner. This instrument constitutes the Final Acceptance of Grantee, as contemplated by the Agreement. Grantee will now promptly proceed with its remaining obligations under the Agreement. Sincerely City of Port Arthur By: Name: Title: EXHIBIT J Plans and Specifications It 1, / ' *:44*-' .----------,/ It tiF r 11110001 X �� IHR IJJ J_ .. I— -% : r' .. . IIIIEI DZ ��i ,fie _ s ,.e ' i:, iti -� ,�, Z CO 4 Lu , --- - 0 \-- --,._ 1- .. ` ' ` ✓"drip Hill l \l w"is .q . iiI \� as4;.-x 0111N ", .} ? 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