HomeMy WebLinkAboutPR 20753: EXECUTE IDA WITH PORT ARTHUR LNG HOLDINGS, LLC AND PALNG COMMON FACILITIES COMPANY, LLC FOR CONSTRUCTION OF NEW FACILITY P.R. No. 20753
05/29/2019 gt
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN
INDUSTRIAL DISTRICT AGREEMENT WITH PORT ARTHUR LNG
HOLDINGS, LLC AND PALNG COMMON FACILITIES COMPANY, LLC
FOR THE CONSTRUCTION OF A NEW LNG FACILITY
WHEREAS, Port Arthur LNG Holdings, LLC and PALNG Common Facilities Company,
LLC have informed the City of its plans to construct a new natural gas liquefaction and
export facility and would like to enter into an Industrial District Agreement for that
purpose; and
WHEREAS, the new facility will be constructed on real property owned by PALNG
Common Facilities Company, LLC ("PALNG") as shown in Exhibit"A"; and
WHEREAS, PALNG Common Facilities Company, LLC ("PALNG") is the fee owner of
the real property on which the Project will be constructed and also will construct Project
facilities which will for the common use of individual liquefaction trains; and
WHEREAS, Port Arthur LNG, LLC ("ProjectCo") is the project company which will
own the initial two phases of the Project which will consist of up to four liquefaction trains,
each with a production capacity of at least 5 million tons per annum, and each with its own
gas treatment facilities on property which will be leased from PALNG; and
WHEREAS, the Project is expected to be constructed in phases, with each LNG
train commencing operations approximately six to twelve months after the previous train;
and
s.pr20753_Port Arthur LNG Holdings LLC and PALNG Common Facilities Company, LLC
WHEREAS, the City has deemed it appropriate to enter into a 15-year industrial
district agreement with Port Arthur LNG Holdings, LLC and PALNG Common Facilities
Company, LLC, as it pertains to the treatment of the property located in Exhibit "A"; and
WHEREAS, pursuant to Sections 42.044 and 212.172 of the Texas Local
Government Code, and Article 1, Sections 5 and 6, of the City's Charter, the City Council of
the City of Port Arthur deems it in the best interests of the citizens of Port Arthur to enter
into an Industrial District Agreement with Port Arthur LNG Holdings, LLC and PALNG
Common Facilities Company, LLC exclusively for the construction of its new facility. A copy
of the proposed agreement is attached hereto as Exhibit "B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council hereby authorizes the City Manager to execute an
Industrial District Agreement with Port Arthur LNG Holdings, LLC and PALNG Common
Facilities Company, LLC., in substantially the same form as attached hereto as Exhibit"B".
Section 3. That a copy of the caption of this Resolution be spread upon the
Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of , A.D.,
2019, at a Meeting of the City Council of the City of Port Arthur, by the following vote:
AYES:
s.pr20753_Port Arthur LNG Holdings LLC and PALNG Common Facilities Company, LLC
Mayor: ,
Councilmembers: ,
NOES: .
Derrick Ford Freeman, Mayor
ATTEST:
Sherri Bellard
City Secretary
APPROVED AS TO FORM:
Valecia R. Tizeno
City Attorney
APPROVED FOR ADMINISTRATION:
Rebecca Underhill
Interim City Manager
s.pr20753_Port Arthur LNG Holdings LLC and PALNG Common Facilities Company, LLC
EXHIBIT "A"
s.pr20753_Port Arthur LNG Holdings LLC and PALNG Common Facilities Company, LLC
m O
N
4".. :-. ::::
N r
_OZ
D
• . F
ig
-‘N o �
W
M g
rD
dir
IN
..
'd r
/ura cm
r Fl
P
P 1
,x
i
.„.„ ..
L.o `r
a .•J A ( 1 .a.. ._ alii
,,, .ci:., , ,." i
g- 0 To
` *Ita= J : .
5. tEDEZZ
3 )114
II q r4'
oa
J
d2
O
NJ
o o a
o,11 1
0.
E`,'
:-
D 1
Eli
in
N
r
m
2 •
a m.
EXHIBIT "A" TO P.R. NO. 20753
STATE OF TEXAS §
COUNTY OF JEFFERSON §
INDUSTRIAL DISTRICT AGREEMENT
This INDUSTRIAL DISTRICT AGREEMENT (this "Agreement" ) is made
and entered into to be effective , 2019 (the "Effective
Date" ) , by and among the City of Port Arthur (hereinafter referred
to as the "City" ) , a home rule municipality governed under the
laws of the State of Texas, and Port Arthur LNG, LLC, a Delaware
limited liability company (hereinafter referred to as the "Project
Company" ) and its subsidiary, PALNG Common Facilities Company,
LLC, a Delaware limited liability company (hereinafter referred to
as "PALNG" ) . The Project Company and PALNG together own and/or
lease real property located in the City' s extraterritorial
jurisdiction, and together plan to develop, construct, own,
operate, and maintain an LNG terminal (the "Facility" ) on such
real property; Project Company and PALNG are referred to
collectively in this Agreement as "Property Owners" .
As used in this Agreement, an "affiliate" of Property Owners
includes any person or entity which, directly or indirectly,
through one or more intermediaries , controls, or is controlled by,
or is under common control with the Project Company or PALNG. For
purposes of this definition, the term "control" (including the
terms "controlled by" and "under common control with" ) means the
possession, directly or indirectly, of the power to direct or cause
1
Port Arthur LNG,LLC Industrial District Agreement
the direction of the management and policies of a person or entity,
whether through the ownership of voting securities, by contract or
otherwise; and
WHEREAS, Property Owners wish to develop, construct, own,
operate and maintain the Facility on the real property owned in
fee by PALNG, a portion of which will be leased to the Project
Company; and
WHEREAS, pursuant to Section 42 . 001 of the Texas Local
Government Code, the Legislature declares it the policy of the
State of Texas to designate certain areas as the extraterritorial
jurisdiction of municipalities to promote and protect the general
health, safety, and welfare of persons residing in and adjacent to
the municipalities; and
WHEREAS, the extraterritorial jurisdiction (hereinafter
referred to as the "ETJ" ) of the City is the unincorporated area
that is contiguous to the corporate boundaries of the City and
that is located within 3-1/2 miles of the boundaries of the City;
and
WHEREAS, pursuant to Section 42 . 044 of the Texas Local
Government Code, the governing body of a municipality may designate
any part of its extraterritorial jurisdiction as an industrial
district and may treat the designated area in a manner considered
by the governing body to be in the best interests of the
municipality; and
2
Port Arthur LNG,LLC Industrial District Agreement
WHEREAS, the Property Owners owns and/or leases land that is
located in the ETJ of the City which was previously designated as
an industrial district . Exhibit "A" represents a true, correct and
complete legal description and map depiction of said land owned in
fee by and/or leased by the Property Owners (hereinafter referred
to as the "Affected Area" ) ; and
WHEREAS, pursuant to Section 42 . 044 of the Texas Local
Government Code, the City may make written agreements with owners
of land in an industrial district; and
WHEREAS, this Agreement is authorized under Sections 43 . 0116
and 212 . 172 of the Texas Local Government Code, Vernon' s Texas
Code Annotated and Article I, Sections 5 and 6 of the City' s
Charter, and the parties agree that the terms of this Agreement
are reasonable, appropriate, and not unduly restrictive of
business activities; and
WHEREAS, this Agreement includes provisions concerning being
tangible property, real, personal and mixed owned and/or leased by
the Property Owners in the Affected Area; and
WHEREAS, in previous Industrial District Agreements, the City
has articulated its concern regarding the unemployment rate of
Port Arthur residents in an effort to maximize job opportunities
for Port Arthur residents and contracting opportunities for Port
Arthur businesses and contractors; and
3
Port Arthur LNG,LLC Industrial District Agreement
WHEREAS, the City created the Port Arthur Business Enterprise
(PABE) program, with a goal of improving opportunities for its
residents and businesses; and
WHEREAS, the City is interested in working with industry to
obtain information on current hiring and procurement efforts,
including results, and to increase employment opportunities for
Port Arthur residents and procurement for Port Arthur businesses;
and
WHEREAS, the Property Owners plan to make an estimated capital
investment of approximately $5 . 6 billion in the Affected Area; and
WHEREAS, the City and the Property Owners desire to enter
into an Industrial District Agreement with respect to the Affected
Area in the City' s ETJ; and
WHEREAS, the Property Owners agree to provide written reports
to the City regarding its hiring and procurement practices on a
semi-annual basis as it pertains to the Project (as defined in
Exhibit A) ; and
WHEREAS, this Agreement shall be effective and binding on the
parties hereto upon execution hereof on behalf of all parties to
this Agreement and governs the City contractual relationship with
the Property Owners ; and
WHEREAS, the City finds that the provisions set forth in this
Agreement are in the best interests of the City and beneficial to
the general health, safety, and welfare of its residents ; and
4
Port Arthur LNG,LLC Industrial District Agreement
WHEREAS, the Property Owners find that this Agreement is
beneficial to its and its affiliates' business operations .
NOW, THEREFORE, in consideration of the premises and the
mutual agreements of the parties contained herein, the City and
the Property Owners agree with each other as follows as it pertains
to the Affected Area described in Exhibit "A" :
Section 1: ETJ Status, City Services and Code Enforcement
(a) Pursuant to Section 42 . 044 of the Texas Local Government
Code, and subject to the terms and provisions of this Agreement,
the City agrees and guarantees that during the Term of this
Agreement (as defined in Section 29 of this Agreement) , the
Affected Area shall be immune from annexation and shall continue
to retain its status as part of the City' s ETJ/Industrial District,
except as otherwise expressly provided herein.
(b) the Property Owners and the City agree that, the City
shall have no obligation to provide City services to the Property
Owners in the Affected Area and that the City will not extend any
services to Property Owners in the Affected Area unless and to the
extent that the City and the Property Owners enter into a
subsequent separate written agreement pursuant to which the
Property Owners contracts to obtain City services, including but
not limited to water utility service, at the Property Owner' s
expense . The City will not require the Property Owners to adhere
to City codes such as the regulation of plats and subdivisions of
5
Port Arthur LNG,LLC Industrial District Agreement
land, the imposition of building, electrical, or plumbing
inspections, and related code requirements . If Property Owners
enter into a separate contract with the City for the provision of
services, they will adhere to all City codes . The Property Owners
agree not to imprudently discharge storm water or contribute to
flooding on adjacent property.
Section 2 . Description of Affected Area and Reports
(a) The City hereby designates the portion of the City' s ETJ
described and depicted on Exhibit "A" , being the Affected Area,
which contains all of the land owned and/or leased by the Property
Owners in the City' s ETJ, as an Industrial District . The Property
Owners hereby certify that Exhibit "A" represents a true, correct
and complete legal description and map depiction of all of the
land owned and/or leased by the Property Owners in the "Affected
Area.
(b) On or before May 1 of each year during the term of this
Agreement, the Property Owners shall furnish to the City a written
report listing the names and addresses of all persons and entities
who (i) store any tangible personal property on the land in the
Affected Area with the Property Owners (hereinafter referred to as
"products in storage" ) , and (ii) are in the possession or under
the management of the Property Owners on January 1 of such year,
and such report shall give a general description of such products
in storage . The Property Owners shall file all reports required by
6
Port Arthur LNG,LLC Industrial District Agreement
the chief appraiser of the Jefferson County Appraisal District
( "JCAD" ) under Section 22 . 04 , as it may be amended, of the Texas
Property Tax Code relating to (i) third parties' property that is
in the Affected Area and in the Property Owners ' or one of their
affiliate' s possession or under Property Owners' or one of their
affiliate' s management by bailment, lease, consignment, or other
arrangement, and (ii) storage space leased or otherwise provided
to third parties for storage of personal property in the Affected
Area.
Section 3 . Payments by the Property Owners
(a) The City levies ad valorem taxes for general revenue
purposes on the value of land, improvements, certain tangible
personal, and/or mixed property located within its corporate
limits .
If the Affected Area were located within the corporate limits
of the City, it would be subject to such levy.
In consideration for the City' s agreements contained herein,
the Property Owners agree to make a payment to the City in lieu of
such taxes on the behalf of the Property Owners (hereinafter
referred to as an "In Lieu of Payment" for each "Tax Year" (as
hereinafter defined) ) during the term of this Agreement as provided
herein. As used herein, the term "Tax Year" has the meaning
assigned to that term in Section 1 . 04 as amended, of the Texas
Property Tax Code (i .e . , the calendar year) . The "Payment Period"
7
Port Arthur LNG,LLC Industrial District Agreement
of this Agreement shall be fifteen (15) years which shall commence
with the Tax Year 2023 (January 1, 2023) . Such commencement shall
be extended only by an action of the City Council upon receipt of
a written request from the Property Owners stating that the
commencement of construction is delayed beyond calendar year 2023
due to Force Majeure events . The City will not unduly withhold
the extension. Notwithstanding anything contained herein, the
Payment Period shall consist of fifteen (15) years in total .
(b) On or before October 15th of each Tax Year during the
Payment Period, except as otherwise provided in Section 19 (c) , the
Property Owners, will remit to the City an "In Lieu of Payment"
equal to: the Taxable Value of the Property in the Affected Area
as determined for such Tax Year multiplied by the applicable
Discount Rate percentage for the Tax Year as delineated in the
table below (the "Discount Rate" ) then further multiplied by the
City' s property tax rate for such Tax Year.
For purposes of illustration, the In Lieu of Payment owed for
Tax Year 2023 shall be due on October 15, 2023 .
The Parties agree to the following Discounted Rate Table as
it pertains to the calculation of the In Lieu of Payment described
in this Section of the Agreement :
8
Port Arthur LNG,LLC Industrial District Agreement
Tax Year No.
Tax Year(beginning Discount
January 19 Rate
1 2023 Construction
Period 25% Year 1
2 2024 Construction
Period 20% Year 2
3 2025 Construction
Period 15% Year 3
4 2026 Construction
Period 10% Year 4
5 2027 Construction
Period 10% Year 5
6 2028 Post
Construction 10% Year 6
7 2029 Post
Construction 20% Year 7
8 2030 Post
Construction 30% Year 8
9 2031 Post
Construction 30% Year 9
10 2032 Post
Construction 40% Year 10
2033 Post
11 Construction 45% Year 11
12 2034 Post
Construction 50% Year 12
13 2035 Post
Construction 55% Year 13
14 2036 Post
Construction 60% Year 14
15 2037 Post
Construction 65% Year 15
The Property Owners will report and certify to the City the
requisite investment in the Affected Area within 120 days after
the completion of construction.
For the purpose of this Agreement, the Taxable Value and the
Appraised Value (as hereinafter defined) will be calculated based
upon data from accounts related to the Affected Area.
9
Port Arthur LNG,LLC Industrial District Agreement
(c) On or before October 1St of each Tax Year during the
Payment Period of this Agreement, the City will submit to the
Property Owners a statement setting forth the calculation of the
In Lieu of Payment due for such Tax Year.
(d) For the purposes of this Agreement, "Taxable Value"
means, for any Tax Year, the Appraised Value of the Owner' s real
property, tangible personal property, or mixed property that is
situated on the Affected Area as determined for such Tax Year by
the Chief Appraiser of JCAD for the property tax purposes of
Jefferson County, Texas, as of January 1 of such Tax Year, minus
the exempt value of pollution control property. For the purposes
of this Agreement, "Appraised Value" means, for any Tax Year, the
appraised value of all property (being tangible property, real,
personal and mixed owned and/or leased by the Property Owners)
located in Affected Area as determined for such Tax Year by the
Chief Appraiser of JCAD for the property tax purposes of Jefferson
County, Texas, as of January 1 of such Tax Year; the Appraised
Value also includes the appraised value of any Property that is
located in a foreign trade zone or any other type of federal, state
or local zone .
Additionally, the Property Owners' Taxable Value for the
purposes of this Agreement for any Tax Year will include the
Taxable Value of all tangible personal property located and stored
on the Affected Area that is owned by third parties and is in the
10
Port Arthur LNG,LLC Industrial District Agreement
possession or under the management of the Property Owners or their
affiliates by bailment, lease, consignment, or any other
arrangement with the Property Owners or one of their affiliates
( "products in storage" ) on January 1 of such Tax Year.
(e) For illustration purposes only, assume that for Tax Year
2 of the Payment Period that the Taxable Value of the property in
the Affected Area ( "Property" ) is $200 , 000, 000 and that the City' s
property tax rate for such Tax Year is $ . 792 per $100 of Taxable
Value . The In Lieu of Payment for such Tax Year under this
Agreement would be $316, 800 calculated as follows :
$200, 000, 000 X 20o X $ . 792/$100 = $316, 800 .
(f) On or before March 31 in Tax Year 11, the City shall
calculate the "Average Taxable Value" of the Property in the
Affected Area for Tax Years 6 through 10 . The Average Taxable
Value shall be determined by adding the actual Taxable Value of
the Property in the affected area for each of Tax Years 6 through
10 and dividing by 5 . If the Average Taxable Value of the Property
in the Affected Area for Tax Years 6 through 10 is less than
$4 , 100, 000, 000, then the In Lieu of Payment for each of Tax Years
6 through 10 shall be recalculated using a Discount Rate that is
increased by 3% over the applicable Discount Rate set forth in the
table above (each a "Recalculated In Lieu of Payment" ) . The
"Taxable Value Penalty" for Tax Years 6 through 10 shall be
calculated by subtracting the total In Lieu of Payments paid by
11
Port Arthur LNG,LLC Industrial District Agreement
Property Owners for Tax Years 6 through 10 from the sum of the
Recalculated In Lieu of Payments for Tax Years 6 through 10 .
Property Owners shall pay the Taxable Value Penalty simultaneous
with its payment of the In Lieu of Payment owed for Tax Year 11 .
(g) On or before March 31 of the calendar year immediately
following Tax Year 15, the City shall calculate the "Average
Taxable Value" of the Property in the Affected Area for Tax Years
11 through 15 in the same manner described in subparagraph (f)
above . If the Average Taxable Value of the Property in the
Affected Area for Tax Years 11 through 15 is less than
$3 , 500, 000, 000, then the In Lieu of Payment for each of Tax Years
11 through 15 shall be recalculated using a Discount Rate that is
increased by 30 over the applicable Discount Rate set forth in the
table above (each a "Recalculated In Lieu of Payment" ) . The Taxable
Value Penalty for Tax Years 11 through 15 shall be calculated by
subtracting the total In Lieu of Payments paid by Property Owners
for Tax Years 11 through 15 from the sum of the Recalculated In
Lieu of Payments for Tax Years 11 through 15 . Property Owners
shall pay the Taxable Value Penalty on or before October 15 of the
calendar year immediately following Tax Year 15 .
(h) Independent of Property Owners' obligation to pay the In
Lieu of Payments during the Payment Period, Property Owners shall
pay to the City the sum of $50 , 000 on or before 45 days after the
Effective Date .
12
Port Arthur LNG,LLC Industrial District Agreement
Section 4 . PABE Program, Port Arthur Semi-Annual Employment
Roundtable Program and First Source Referral
The City recognizes that proactive steps must be taken to
help ensure that Port Arthur business enterprises thrive and
continue to benefit our community economically and socially.
Therefore, the City created the Port Arthur Business Enterprise
Program (the "PABE Program" ) which is designed to promote spending
with qualified Port Arthur business enterprises (each a "PABE" as
such term is defined below) by companies that have industrial
district agreements with the City, as well as to increase the
diversity of Port Arthur businesses from which such companies
procure goods and services so that the pool of such businesses is
representative of the business community at large . The Property
Owners agree to participate in the PABE Program as provided in
this Agreement .
As used herein, "PABE" means a Port Arthur business
(including, but not limited to, a Port Arthur minority and/or women
owned business enterprise ( "MWBE" ) , a Port Arthur historically
underutilized business ( "HUB" ) , and a Port Arthur disadvantaged
business enterprise ( "DBE" ) ) that has been certified as a PABE
under the procedures and criteria specified in the PABE Program as
determined by the City Council of the City, but such term shall
not include any Port Arthur business that has ceased to be so
certified.
13
Port Arthur LNG,LLC Industrial District Agreement
Property Owners agree to participate in the advisory board
set up by the City and other companies that have entered into
industrial district agreements with the City, to implement the
goals and objectives for the PABE program, as requested by the
City and for so long as such advisory board is active . The advisory
board will meet as needed and will be facilitated by a party
mutually agreeable to the City and the advisory board (referred to
herein as the "PABE Facilitator" ) . The PABE Facilitator will be
paid a stipend which shall be prorated equally among the parties
to the industrial district agreements, and the Property Owners
agree to pay its prorated share of such stipend, provided that the
Property Owners' prorated share of such stipend shall not exceed
$250 . 00 per year.
The Property Owners agree to make commercially reasonable
efforts to consider, and to have its affiliates and Nested
Contractors consider, the use of certified PABEs, to the extent
qualified as set forth in the next paragraph, to facilitate the
goals of the PABE Program.
Notwithstanding the foregoing, none of Property Owners, its
affiliates, or Nested Contractors (as hereinafter defined) shall
be obligated under any provision of this Agreement (i) to amend or
otherwise change, or attempt to amend or otherwise change, any
agreement existing as of the date hereof, or (ii) to hire or retain
any person, or to award any contract for materials, supplies,
14
Port Arthur LNG,LLC Industrial District Agreement
equipment or services to any vendor, supplier, professional,
contractor or subcontractor. Property Owners, their affiliates or
Nested Contractors shall decide, in their sole discretion, whether
any certified PABE (A) is qualified, is willing to perform the
work, and satisfies all of the Property Owners' normal standards
for employment, and (B) such vendor, supplier, professional,
contractor or subcontractor is qualified, financially sound, has
an adequate safety record, is willing to perform the work, or
provide the materials or services, in the time required and in a
competitive manner, and is the lowest qualified responsive bidder
who meets any other applicable bid specifications .
The Property Owners, during the Term of this Agreement,
together with the City' s staff, will participate in a Semi-Annual
Employment Roundtable Program facilitated by the City, as more
fully provided for herein. It shall be the sole obligation of the
City to organize the Semi-Annual Employment Roundtable Program and
invite Property Owners to attend. The goal of the Semi-Annual
Employment Roundtable Program is to address employment and
training issues that are essential to the hiring of Port Arthur
residents as employees of Property Owners and their Nested
Contractors (as hereinafter defined) . The Semi-Annual Employment
Roundtable Program will also address issues related to improving
the workforce within the City to meet the needs of industry.
15
Port Arthur LNG,LLC Industrial District Agreement
In connection with the Semi-Annual Employment Roundtable
Program, the Property Owners shall designate one or more site
personnel who are knowledgeable about the hiring and procurement
needs and practices at the site to participate as a member or
members of the Industry Work Group at each semi-annual meeting of
the Semi-Annual Employment Roundtable Program. If such personnel
for any reason cannot attend the scheduled semi-annual meeting,
the City and the Property Owners shall schedule a separate meeting
at the Parties ' mutual convenience to conduct a one-one-one meeting
between the personnel and the City' s staff .
Members of the Industry Work Group and the City' s staff shall
attend each semi-annual meeting of the Semi-Annual Employment
Roundtable Program with the shared goal of furthering the City' s
objectives specified in this Section 4 .
Members of the Industry Oversight Committee, together with
the City Manager and any other persons designated by the City
Council, shall attend one semi-annual meeting of the Semi-Annual
Employment Roundtable Program per year to monitor and promote
progress on the shared goals described in the immediately preceding
paragraph.
As used herein, the term "Nested Contractor" means an employer
that regularly operates full-time at the site providing personnel
or services under contract with Property Owners or one of their
affiliates .
16
Port Arthur LNG,LLC Industrial District Agreement
The Property Owners, during the term of this Agreement, will
use commercially reasonable efforts to cooperate with the City in
connection with making available information about potential new
jobs created by the Property Owners and use its First Source
Referral Program with regard to referral and placement services
for Port Arthur residents with respect to such new jobs .
As consideration for the Discounted Rate set forth in Section
3 of this Agreement, the Property Owners commit to entering into
a First Source Referral Agreement with the City (attached hereto
as Exhibit "C" ) . This agreement applies to both employees of the
Property Owner and Nested Contractors .
The City has designated the City of Port Arthur Section 4A
Economic Development Corporation ( "PAEDC" ) to serve as its liaison
for the implementation of the First Source Referral Program.
The Property Owners will make all decisions on hiring new
employees but will use commercially reasonable efforts to consider
qualified persons referred by PAEDC on behalf of the City. The
Property Owner will include the number of persons hired through
the First Source Referral Program along with the semi-annual report
submitted to the City pursuant to Section 5 of this agreement .
Notwithstanding the foregoing, the Property Owners shall not be
required to make hiring obligations under this Agreement .
17
Port Arthur LNG,LLC Industrial District Agreement
Section 5 . Reporting Requirements.
(a) During the Payment Period, the Property Owners agree to
submit on a semi-annual basis a report (each, a "Report" ) in
accordance with the procedures, and providing the information
specified herein with respect to the hiring of qualified Port
Arthur residents by the Property Owners and their Nested
Contractors, and the retention of PABE' s by the Property Owners,
as the same relate to the Affected Area. Each six-month period
for which a Report is required herein is referred to herein as a
"Reporting Period. "
(b) The Report due for the six-month period ending on June
30th of each of such Tax Years shall be submitted on or before the
July 31St immediately following the end of such six-month period,
and the Report due for the six-month period ending on December
31st of each of such Tax Years shall be submitted on or before the
January 31st immediately following the end of such six-month
period; provided, however, that upon the written request of the
Property Owners, the deadline for submitting a Report shall be
extended for thirty (30) days . The six-month period covered by
any Report is referred to herein as the "Report Period. "
(c) The Reports shall be sent to the Office of the City
Manager and copied to the City Attorney substantially in the format
delineated in Exhibit "B" , as to the following:
18
Port Arthur LNG,LLC Industrial District Agreement
(i) With respect to the hiring of qualified Port Arthur
residents by the Property Owners at the Facility (as defined in
Exhibit A) , such Report shall set forth the following information
for the Report Period covered by such Report :
(A) Total number of employees employed by the Property
Owners at the Facility on the last day of such Report Period
who were Port Arthur residents on such date;
(B) Total number of employees employed by the Property
Owners at the Facility on the last day of such Report Period;
(C) Total number of new hires employed by the Property Owners
at the Facility during such Report Period who were Port Arthur
residents on their first day of employment with the Property
Owners;
(D) Total number of new hires employed by the Property Owners
at the Facility during such Report Period; and
(E) Total number of applicants completing the interview
process for employment with the Property Owners at the
Facility during such Report Period.
(ii) With respect to the hiring of qualified Port
Arthur residents by the Property Owner' s Nested Contractors for
employment opportunities at the Facility, the Property Owners will
use commercially reasonable efforts to obtain the information set
forth below for inclusion in such Report for the Report Period
covered thereby:
19
Port Arthur LNG,LLC Industrial District Agreement
(A) Total number of employees employed by the
Property Owner' s Nested Contractors for jobs at
the Facility on the last day of such Report
Period who were Port Arthur residents on such
date;
(B) Total number of employees employed by the
Property Owner' s Nested Contractors for jobs at
the Facility on the last day of such Report
Period;
(C) Total number of new hires employed by the
Property Owner' s Nested Contractors for jobs at
the Facility during such Report Period who were
Port Arthur residents on their first day of
employment with the Property Owner' s Nested
Contractors;
(D) Total number of new hires employed by the
Property Owner' s Nested Contractors for jobs at
the Facility during such Report Period; and
(E) Total number of applicants completing the
interview process for employment with Property
Owner' s Nested Contractors for jobs at the
Facility during such Report Period.
(d) The information provided by the Property Owners to the
City in any Report shall be held confidential by the City to
the fullest extent permitted under applicable law. If the City
receives a request for such information, the City will notify
the Property Owners prior to any disclosure, and the Property
Owners will be afforded an opportunity to file a brief with
the Texas Attorney General setting forth the reasons for
exclusion of all or any portion of such information from the
requirement to be released pursuant to the Texas Public
Information Act .
20
Port Arthur LNG,LLC industrial District Agreement
Section 6. Intentionally Deleted.
Section 7 . Back-up Fire and Police Assistance
If requested orally or in writing by the Property Owners or
one of their affiliates, the City' s Fire Department may provide
back-up Fire Suppression Support as determined by the City' s Fire
Chief, and the City' s Police Department may assist in providing an
evacuation route and traffic control, in the case of a fire or a
chemical release in the Affected Area at no cost or expense to the
Property Owners or their affiliates . Nevertheless, each of the
Property Owners and their affiliates agree to abide by and shall
take such precautions as to prevent (1) fires, explosions and
chemical releases and (2) the imprudent discharge of storm water
that contributes to flooding on adjacent property. The Property
Owners shall have in place an evacuation plan for the Property
Owners' and their affiliates' facilities located in the Affected
Area that is consistent with industry standards and/or is required
by applicable federal and state laws, and the health and safety
laws of the City of which the Property Owners have been notified
by the City. The Property Owners and their affiliates shall employ
or provide sufficient primary fire suppression response, as well
as control and abate chemical releases . The Property Owners shall
provide the City' s Fire Chief and Police Chief with Emergency
Response Plans for any plants, refineries, chemical operations or
other hazardous operations that take place in the Affected Area.
21
Port Arthur LNG,LLC Industrial District Agreement
If there is a fire and the City is requested to provide initial
and primary (as opposed to back-up) fire suppression services or
if a cleanup is required of the City, the Property Owners agree to
pay to the City the costs and expenses incurred by the City and
any of its departments or of any of its affiliated providers, i . e . ,
ambulance companies that are called to the scene .
The Property Owners shall immediately notify the central
dispatch office which serves the City' s Fire Chief, Police Chief,
and the City' s Emergency Management Coordinator of all incidents
on or adjacent to the Affected Area involving fires, serious
injuries, deaths , chemical releases and flooding that create a
health and safety hazard to the community or that exceed
permissible exposure limits under applicable state or federal
laws .
Section 8 . Annexation for Health, Safety and Welfare Reasons
It is specifically stipulated that nothing in this Agreement
will in any manner limit or restrict the authority of the City to
annex all or part of the Affected Area during the period of this
Agreement if the City should determine that such annexation is
reasonably necessary to promote and protect the general health,
safety, and welfare of the persons residing within or adjacent to
the City; provided however, that the City agrees that any
annexation of the land in the Affected Area will not be made for
revenue purposes only. In the event of annexation under this
22
Port Arthur LNG,LLC Industrial District Agreement
Section 8 , (i) the Property Owners will not be required to make
any further payments under this Agreement for any Tax Year
(including the In Lieu of Payments) relating to periods after
annexation with respect to the property so annexed but shall
nevertheless be obligated to make full payments for the Tax Year
during which such annexation becomes effective if the annexation
becomes effective after January 1st of such Tax Year, and (ii)
the Property Owners shall not be required to pay ad valorem taxes
to the City for the same period of time they have already paid an
In Lieu of Payment with respect to the Affected Area. An
annexation under this Section 8 shall result in the City' s
obligation to comply with the provisions of Section 11 (b) of this
Agreement .
Section 9 . Annexation Due to Legislative Action
(a) Notwithstanding any other provision in this Agreement,
the Parties agree and consent that the City may annex the Affected
Area if a bill is enacted by the Texas Legislature which limits or
restricts the authority of the City to annex all or part of the
land and improvements in the Affected Area after the expiration of
the Term of this Agreement . In the event of annexation under this
Section 9 (a) , (i) the Property Owners will not be required to make
any further payments under this Agreement for any Tax Year
(including the In Lieu of Payments) relating to periods after
annexation with respect to the property so annexed but shall
23
Port Arthur LNG,LLC Industrial District Agreement
nevertheless be obligated to make full payments for the Tax Year
during which such annexation becomes effective if the annexation
becomes effective after January 1st of such Tax Year, and (ii)
the Property Owners shall not be required to pay ad valorem taxes
to the City for the same period of time they have already paid an
In Lieu of Payment with respect to the Affected Area. An
annexation under this Section 9 (a) shall result in the City' s
obligation to comply with the provisions of Section 11 (b) of this
Agreement .
(b) If for any reason after a legislative event described in
the first sentence of Section 9 (a) the City is prevented from
annexing the Affected Area, and if the parties cannot reach an
agreement on a new payment schedule on a new "in lieu of tax"
agreement, then pursuant to Sections 42 . 044 and 212 . 172 Local
Government Code, the Property Owners agree and consent that the
City has the option, in the City' s sole discretion, to extend the
payment obligations only under this Agreement and that the Property
Owners will continue to annually pay the City "in lieu of tax"
payments, as denoted above, with each payment calculated based on
(80%) of the Taxable Value of the Taxable Affected Area Property,
for a total duration not to exceed 45 years after the Effective
Date, or the maximum period allowed by law, whichever is longer.
24
Port Arthur LNG,LLC Industrial District Agreement
Section 10 . Electrical Usage
Property Owners hereby notify the City that they intend to
obtain electrical service arrangements from Entergy Texas, Inc . ;
within ninety (90) days of when the Property Owners know the
precise locations of the intended initial metering locations that
will service the Affected Area, the Property Owners will notify
the City of such locations; such notice obligation is a one-time
obligation. Notwithstanding the foregoing, to the extent there are
material changes to the locations of the metering sites or to the
provider of such electrical services, the Property Owners will
notify the City of the new locations within thirty (30) days of
such change .
The information provided by the Property Owners to the City
regarding such electrical consumption and metering locations shall
be held confidential by the City to the fullest extent permitted
under applicable law. If the City receives a request for such
information under the Texas Public Information Act (or other
similar law) , the City will notify the Property Owners, and the
Property Owners will be afforded an opportunity to file a brief
with the Texas Attorney General setting forth the reasons for
exclusion of all or any portion of such information from the
requirement to be released pursuant to the Texas Public Information
Act .
25
Port Arthur LNG, LLC industrial District Agreement
Section 11. Right to Annexation at the Expiration of this
Agreement
(a) The parties agree that they will use commercially
reasonable efforts to negotiate a new industrial district
agreement covering periods after the expiration of the Term of
this Agreement . If a new agreement is not entered into by the
parties, then the City has the sole discretion, after the
expiration of the Term of this Agreement, to annex the Affected
Area.
(b) If for any reason any portion of the Affected Area is
annexed prior to the expiration of the Term of this Agreement
(including pursuant to Section 8 or Section 9 (a) of this
Agreement) , then as an economic incentive program allowed under
Chapter 380 of the Texas Local Government Code, the City will , for
each Tax Year until the end of the Term of this Agreement, promptly
remit to the Property Owners (or the specific parties designated
by the Property Owners) the portion of the ad valorem property
taxes paid to the City with respect to such annexed property that
are in excess of the In Lieu of Payment that would have been paid
to the City with respect to such annexed property if such
annexation had not occurred. This partial remission of taxes by
the City to the Property Owners (Chapter 380 Economic Incentive
Program) will only be applicable until the expiration of the Term
of this Agreement . If requested by the Property Owners or if
required by applicable law, the City and the Property Owners will
26
Port Arthur LNG, LLC Industrial District Agreement
enter into a separate Chapter 380 incentive program agreement with
respect to the payments under this Section 11 (b) .
Section 12 . Right to Annexation pursuant to Chapter 43 of the
Texas Local Government Code and Chapter 212 of the Texas Local
Government Code.
The present owners and lessees of the land, improvements,
units, equipment, inventory, and all other property located in the
Affected Area and pertaining to the Project are described in
Exhibit "C" (the "Excluded Persons" ) . The City reserves the right
to annex any tract or parcel of the Affected Area within the
Affected Area, as per Chapters 43 and 212 of the Texas Local
Government Code, generally and Sections 43 . 0116 and 212 . 172
specifically, as those Chapters and sections may be amended from
time to time, if any owners or lessees of property in the Affected
Area other than the Excluded Persons do not pay an In Lieu of
Payment for its interest in such land, improvements, units,
equipment, inventory, and all other property located in the
Affected Area and pertaining to the Project . This agreement shall
serve as a Petition for and consent to annex the before mentioned
tracts or parcels by the Property Owners . Nothing contained herein
shall be construed to prohibit or prevent the Property Owners from
paying the other owners' or lessees' In Lieu of Payment required
by this Agreement to prevent annexation by the City. If the City
annexes a tract or tracts, such annexed tract or tracts shall be
deleted from the description of the Affected Area set forth on
27
Port Arthur LNG,LLC Industrial District Agreement
Exhibit "A" for all purposes of this Agreement, and the total In
Lieu of Payment will be reduced accordingly to accurately reflect
such annexation.
Section 13 . Assignment
(a) If the Property Owners desires to assign all or a portion
of this Agreement to any person, it shall provide at least forty-
five (45) days prior written notice of such assignment to the City
Manager and shall receive the written consent of the City Council,
by a duly adopted Resolution, which will not be unreasonably
withheld, delayed or conditioned. The Property Owners shall
provide a description of the assignee and such other information
as is reasonably requested by the City to indicate that the
assignee will operate the Project as a reasonably prudent operator,
act as a good corporate citizen, and will fully abide by the terms
of this Agreement . The City shall respond in writing with its
consent or refusal within thirty (30) days after receipt of the
Property Owner' s notice of assignment; if the City fails to respond
within such thirty (30) day period, then the City shall be deemed
to have consented to the assignment described in Property Owner' s
notice . If the City responds to the Property Owner' s notice of
assignment with a refusal, which shall include the City' s reason
therefor, the Parties agree to work together to resolve the City' s
objections to the assignment . The Property Owners' assignment of
the Agreement shall be final only after the execution of a formal
28
Port Arthur LNG,LLC Industrial District Agreement
assignment document between the Property Owners and the assignee
and the delivery of notice of the execution of such assignment
agreement to the City. Neither the Property Owners' notice of an
intended assignment nor the City' s formal consent to an intended
assignment shall constitute an assignment of the Agreement, and
the Property Owners' request for a consent to assignment shall not
obligate the Property Owners to assign the Agreement . If the
assignment is approved by the City and subsequently consummated by
the Property Owners, the Property Owners shall be relieved of their
obligations under this Agreement to the extent that an assignee
expressly assumes the Property Owners' obligations hereunder.
Subject to the preceding, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
respective successors and assigns .
(b) The Parties agree that neither a transfer of all or a
portion of the ownership interests in any of Project Company or
PALNG to a third party nor any other change in ownership by merger,
conversion, or operation of law shall be considered an assignment
under the terms of this Agreement and shall not require any consent
of the City.
(c) In addition to its other assignment rights in this
Section, each of Project Company and PALNG may, without obtaining
the City' s consent, mortgage, pledge, or otherwise encumber its
interest in this Agreement or all or any portion of the Project to
29
Port Arthur LNG,LLC Industrial District Agreement
a Lender (as defined herein) for the purpose of financing the
operations of the Project or constructing the Project or acquiring
additional equipment following any initial phase of construction.
The Property Owner' s encumbering its interest in this Agreement
may include a collateral assignment of any of Project Company' s or
PALNG' s rights and obligations under this Agreement for purposes
of granting a security interest in this Agreement .
(d) As used in this Agreement, "Lender" means any entity or
person providing, directly or indirectly, with respect to any
portion of the Project any (a) construction, interim or long-term
debt financing or refinancing, or any other form of debt (including
debt financing or refinancing) , or (b) any other secured
contractual structure requiring a lien or security interest on all
or any portion of the Project or this Agreement . There may be
more than one Lender. The Property Owners, at its election, may
send written notice to the City with the name and notice
information for any Lender.
Section 14 . Other Relief Granted
It is agreed by the parties to this Agreement that the
Property Owners and the City have the right to seek equitable
relief, including specific performance of this Agreement .
Section 15 . Inspections
The Property Owners shall allow a reasonable number of
authorized employees and/or representatives of the City who have
30
Port Arthur LNG, LLC Industrial District Agreement
been designated and approved by the governing body of the City to
have access to the Affected Area during the Term of this Agreement
to inspect the property and any improvements thereon to determine
compliance with the terms and conditions of this Agreement . All
such inspections will be made at mutually agreeable times and will
only be conducted in such manner as complies with the Property
Owner' s safety and security standards and rules . All such
inspections will be made with one or more representatives of
Property Owners present . Property Owners may require any person
conducting such an inspection to execute a confidentiality
agreement before entering the Affected Area.
The information provided by the Property Owners to the City
or otherwise obtained by the City in connection with any such
inspection shall be held confidential by the City to the fullest
extent permitted under applicable law. If the City receives a
request for such information under the Texas Public Information
Act (or other similar law) , the City will notify the Property
Owners, and the Property Owners will be afforded an opportunity to
file a brief with the Texas Attorney General setting forth the
reasons for exclusion of all or any portion of such information
from the requirement to be released pursuant to the Texas Public
Information Act .
31
Port Arthur LNG,LLC Industrial District Agreement
Section 16. Port Arthur Industrial Group
The Project Company, on behalf of both PALNG and the Project
Company, agrees that it will participate in the Port Arthur
Industrial Group on its own behalf and on behalf of its affiliates
during the Term of this Agreement (or for so long as such group
remains in existence if shorter than the Term of this Agreement)
in order to assist in the establishment of apprenticeship,
internship, mentoring and/or educational programs and projects for
the training of Port Arthur residents for permanent jobs in the
Port Arthur area. The Property Owners further agree to request
that its and its affiliates' contractors who regularly operate
full-time at the Project providing personnel or services under
contract with the Property Owners or one of its affiliates, to
establish and fund their own apprenticeship, internship,
mentorship and/or education programs and projects for the training
of Port Arthur residents for permanent jobs in the Port Arthur
area.
Section 17 . Inspection of Records
The City reserves the right to review the Property Owner' s
records, to the extent such records are not confidential
(confidential items may include, for example, employment and
personnel records, trade secrets and other non-public proprietary
information) , to ascertain the accuracy of reports filed by the
Property Owners in accordance with this Agreement .
32
Port Arthur LNG,LLC Industrial District Agreement
Section 18 . Undocumented Workers
The Property Owners certify that they have not, and will not,
knowingly employ an "undocumented worker, " which means an
individual who, at the time of employment, is not (i) lawfully
admitted for permanent residence to the United States, or (ii)
authorized under law to be employed in that manner in the United
States . The Property Owners acknowledge that it has reviewed
Chapter 2264, Texas Government Code, and hereby affirmatively
agrees to repay the amount of any incentive with interest at the
rate of ten percent (10%) per annum, not later than the 120th day
after the Property Owners are convicted of a violation under 8
U. S. C. Section 1324a (f) . The Property Owners acknowledge the City
may bring a civil action as to recover any amounts owed under this
Chapter, and further acknowledges that the City may recover court
costs and reasonable attorney' s fees incurred in bringing an action
under Section 2264 . 101, Texas Government Code . The Property Owners
will also promptly report to the City to the extent it or one of
their affiliates becomes aware of any "undocumented worker" that
is improperly retained by its contractors or subcontractors at the
Project . The parties expressly agree that the Property Owners are
not liable for a violation under Chapter 2264 , Texas Government
Code, by virtue of the act of any subsidiary, affiliate, or
franchisee of the Property Owners, or by a person with whom the
Property Owners contract .
33
Port Arthur LNG,LLC Industrial District Agreement
Section 19 . Property Tax Information, Credits and Refunds
(a) With respect to the Property located in the Affected
Area for each of the Tax Years during the Payment Period of this
Agreement, the Property Owners will, to the extent such property
has not been annexed by the City, provide to the Director of
Finance of the City, at the address specified in Section 27 , no
later than September 15th of such Tax Year, a copy of the non-
privileged/non-confidential rendition which the Property Owners
filed with the Jefferson County Appraisal District . The Property
Owners shall also provide the following to the Director of Finance
of the City at such address with respect to such Tax Years :
• each notice of appraised value received by the
Property Owners from the Jefferson County Appraisal
District with respect to the Taxable Project
Property;
• any notice of protest filed by the Property Owners
with the Jefferson County Appraisal Review Board
( "ARB" ) with respect to the Taxable Project
Property within thirty (30) days after such filing;
• any informal settlement or final ARB order
determining protest with respect to the Taxable
Project Property;
• any pleadings filed by the Property Owners as a
petition for review of an order determining protest
of the ARB with respect to the Taxable Project
Property; and
• any settlement, final judgment or other final
disposition on appeal or otherwise of any such
lawsuit .
34
Port Arthur LNG,LLC Industrial District Agreement
(b) Nothing in this Agreement shall be construed to limit
the rights of the Property Owners or any affiliate to pursue a
protest of the Appraised Value of all or any portion of the
Property or other property located in the Affected Area with the
ARB or otherwise to the fullest extent permitted by the Texas
Property Code and applicable law.
(c) Pending final determination of any tax protest filed by
the Property Owners with the ARB, or appeal thereof, with respect
to any Tax Year during the Payment Period of this Agreement, the
Property Owners shall pay to the City, on or before January 31 of
the calendar year following such Tax Year, an amount equal to the
In Lieu of Payment paid to the City for the immediately preceding
Tax Year. Upon the final determination of such protest or appeal
thereof, the Property Owners' In Lieu of Payment liability
hereunder for such Tax Year shall be calculated based on the
Taxable Value for such Tax Year that is reflected by such final
determination. If the In Lieu of Payment so calculated for such
Tax Year exceeds the In Lieu of Payment previously paid by the
Property Owners for such Tax Year, then the City shall submit to
the Property Owners a statement setting forth the calculation of
such excess, and the Property Owners shall pay the amount of such
excess, without interest or penalty, to the City within thirty
(30) days after the Property Owner' s receipt of such statement . If
the In Lieu of Payment so calculated for such Tax Year is less
35
Port Arthur LNG,LLC Industrial District Agreement
than the In Lieu of Payment previously paid by the Property Owners
for such Tax Year, then the City shall credit dollar-for-dollar
toward future In Lieu of Payments the difference between the amount
actually paid hereunder and the amount for which the Property
Owners are determined to be liable, without interest, it being
understood and agreed that to the extent there are insufficient
future In Lieu of Payments under this Agreement against which to
credit such difference, the remaining balance of such difference
shall be carried forward and credited dollar-for-dollar against
(i) any in lieu of tax payments and other amounts due to the City
under any industrial district agreement between Property Owners
and the City covering a period or periods after the expiration of
this Agreement or (ii) any ad valorem property taxes owed by
Property Owners to the City for periods after the expiration of
this Agreement, until utilized in full .
Section 20 . Notice of Default
(a) Notwithstanding anything to the contrary contained in
this Agreement, in the event of any breach by the Property Owners
of any of the terms or conditions of this Agreement, other than
the failure to timely pay an In Lieu of Payment, the City shall
give the Property Owners not less than five (5) business days'
written notice specifying the nature of the alleged default and a
proposal for the manner in which the alleged default may be
satisfactorily cured. Thereafter, Property Owners will be
36
Port Arthur LNG,LLC Industrial District Agreement
afforded a reasonable time (but in no event less than 60 days)
within which to cure the alleged default; provided, however, if
the default is of a nature that cannot be reasonably cured within
60 days, then the Property Owners shall have a reasonable time to
complete such cure so long as it continues to diligently pursue
such cure . Notwithstanding anything in this Section 20 (a) , if the
Property Owners shall become unable to timely perform any of its
obligations under this Agreement (other than the obligation to
timely pay each In Lieu of Payment) as a consequence of a Force
Majeure Event, the Property Owners shall be relieved of such
obligation (and such failure to timely perform such obligation
shall not constitute a default) to the extent that and for so long
as (but only to the extent that and only for so long as) it is
unable to timely perform such obligation as a consequence of such
Force Majeure Event . "Force Majeure Event" means any event,
condition, or circumstance beyond the reasonable control of the
Property Owners, including but not limited to the following: (a)
acts of God, earthquakes, tidal waves, lightning, floods, and
storms; (b) explosions and fires; (c) strikes and lockouts; (d)
wars, riots, acts of the public enemy, civil disturbances,
hostilities, sabotage, blockades, insurrections, terrorism, and
epidemics; and (e) acts of expropriation, confiscation,
nationalization, requisitioning, or other taking; provided,
however, that "Force Majeure Event" does not include the inability
37
Port Arthur LNG, LLC Industrial District Agreement
to make payment except in cases where banking systems or required
methods for transmission of payment have also been delayed by Force
Majeure .
(b) Time is of the essence on the payment schedule for the
In Lieu of Payments . In the event the Property Owners breach this
Agreement by failing to timely pay an In Lieu of Payment, the City
shall give the Property Owners not less than five (5) business
days' written notice, and thereafter, Property Owners will be
afforded ten (10) business days within which to cure the default
by paying the In Lieu Payment in accordance with this Agreement .
If the Property Owners do not pay the In Lieu of Payment within
such ten (10) business day cure period, the City shall have the
right to immediately terminate this Agreement by written notice,
commence annexation proceedings, and sue for its damages as
provided for in Section 20 (c) below.
(c) If any default by the Property Owners remain uncured after
all applicable notice and cure periods, the City shall be entitled
to terminate the Agreement and recover 100% of all monies that the
City would have received from the Property Owners in relation to
the Project if it been within the corporate limits, which include
1000 of all ad valorem taxes, building permit fees, sales or use
taxes, and all franchise fees on cable and electrical usage,
interest and penalty thereon, attorney' s fees, and court costs,
with such total amount being reduced by the sum of all In Lieu of
38
Port Arthur LNG,LLC Industrial District Agreement
Payments and other amounts received by the City under this
Agreement . The Property Owners agree to pay such amounts within
sixty (60) days after the termination of this Agreement .
TERMINATION OF THE AGREEMENT AND RECOVERY OF THE AMOUNTS SPECIFIED
IN THIS SECTION 20 (c) AS PROVIDED FOR AND ONLY UNDER THE
CIRCUMSTANCES DEFINED IN THIS AGREEMENT, SHALL BE THE CITY' S SOLE
REMEDY, AND THE PROPERTY OWNER' S SOLE LIABILITY, IN THE EVENT
PROPERTY OWNERS FAIL TO TAKE ANY ACTION REQUIRED BY THIS AGREEMENT,
INCLUDING ANY FAILURE TO PAY AMOUNTS OWED UNDER THIS AGREEMENT TO
CITY. PROPERTY OWNERS AND CITY AGREE THAT THE LIMITATIONS CONTAINED
IN THIS SECTION 20 (c) ARE REASONABLE AND REFLECT THE BARGAINED-
FOR RISK ALLOCATION AGREED TO BY THE PARTIES .
Section 21. Entire Agreement
This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes
any and all prior understandings or oral or written agreements
between the parties respecting such subject matter, except as
otherwise provided in the instruments referenced herein. This
Agreement may be amended only by written instrument signed by all
of the parties hereto.
Section 22 . Severability
If any term or provision in this Agreement, or the application
thereof to any person or circumstance, shall to any extent be held
to be invalid or unenforceable by a court of competent
39
Port Arthur LNG, LLC Industrial District Agreement
jurisdiction, such invalidity or unenforceability shall not affect
any other provision of this Agreement or the application thereof,
which can be given effect without the invalid or unenforceable
provision or application, and the parties agree that the provisions
of this Agreement are and shall be severable; provided however,
that for the avoidance of doubt, payment of the In Lieu of
Payments, the provisions of Section 1 (a) of this Agreement, and
the confidentiality provisions of this Agreement are essential
parts of this Agreement .
Section 23 . Lender Protections
In the event that any of Project Company or PALNG collaterally
assigns this Agreement as permitted in Section 13 (c) , and further
in the event that any of Project Company or PALNG provides written
notice of such collateral assignment to the City with the name
and notice information of the Lender, then the City shall be
required to provide a copy to such Lender of all notices delivered
to the Property Owners at the same time that the notice is
delivered to the Property Owners . If the Property Owners do not
provide the name and contact information of any Lender to the City,
then such Lender shall not have the notice rights or other rights
of a Lender under this Agreement . Further, any Lender of which
the City has received notice under this Agreement shall have the
right to cure any and all defaults by the Property Owners under
this Agreement, and if a Lender so cures a default by the Property
40
Port Arthur LNG,LLC Industrial District Agreement
Owners, the City shall accept such cure as if it has been duly
performed by the Property Owners . If requested by the Property
Owners, the City shall cooperate and execute any reasonable
document acknowledging a collateral assignment and agreeing that
the Lender referenced in the collateral assignment shall be
entitled to the rights afforded to a Lender under this Agreement .
Section 24 . Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas . This Agreement is
to be performed in Jefferson County, Texas .
Section 25 . Counterparts
This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which taken together, shall
constitute but one and the same instrument .
Section 26 . Authority
By acceptance of this Agreement and/or benefits conferred
hereunder, the Property Owners represent and warrant that its
undersigned agent has complete and unrestricted authority to enter
into this Agreement and to obligate and bind the Property Owners
to all of the terms, covenants and conditions contained herein.
Section 27 . Notice
Any notice provided in connection with this Agreement shall
be given in writing to the parties hereto by certified mail, return
receipt requested, addressed as follows :
41
Port Arthur LNG,LLC Industrial District Agreement
TO CITY: TO the Property Owners:
City Manager PALNG Common Facilities Company, LLC
City of Port Arthur Port Arthur LNG, LLC
444 4th St . c/o Sempra Energy
Port Arthur, TX 77640 2925 Briarpark Drive, Suite 900
Houston, TX 77402
Attn: Jim Asay
Email : jasay@sempra. Com
WITH A COPY TO: WITH A COPY TO:
City Attorney Sempra North American
CITY OF PORT ARTHUR Infrastructure, LLC
444 4th St . 488 8th Avenue
Port Arthur, TX 77640 San Diego, CA 92101
(409) 983-8126 Attn: Martin Hupka,
(409) 983-8124 General Counsel
Section 28 . Cancellation intentionally deleted
Section 29 . Term
This Agreement is effective the day of , 2019,
and shall expire on December 31 of the final year of the Payment
Period (the "Term" of this Agreement) .
[SIGNATURE PAGES FOLLOW]
42
Port Arthur LNG,LLC Industrial District Agreement
SIGNED AND AGREED to on the day of ,
2019 .
PALNG COMMON FACILITIES COMPANY, LLC
BY:
NAME:
TITLE:
PORT ARTHUR LNG, LLC
BY:
NAME:
TITLE:
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned Notary Public, on this day
personally appeared , known to me
to be the person whose name is ascribed to the foregoing
instrument, and acknowledged to me that he executed the same as
the act and deed of PALNG Common Facilities Company, LLC for the
purposes and considerations therein expressed, and the capacities
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of
, A.D. , 2019 .
NOTARY PUBLIC, STATE OF TEXAS
43
Port Arthur LNG,LLC Industrial District Agreement
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned Notary Public, on this day
personally appeared , known to me
to be the person whose name is ascribed to the foregoing
instrument, and acknowledged to me that he executed the same as
the act and deed of Port Arthur LNG, LLC for the purposes and
considerations therein expressed, and the capacities therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of
, A.D. , 2019 .
NOTARY PUBLIC, STATE OF TEXAS
44
Port Arthur LNG,LLC Industrial District Agreement
SIGNED AND AGREED to on the day of , 2019.
CITY OF PORT ARTHUR, TEXAS
BY:
Rebecca Underhill,
Interim City Manager
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF JEFFERSON §
BEFORE ME, the undersigned Notary Public, on this day
personally appeared Rebecca Underhill, Interim City Manager of the
City of Port Arthur, known to me to be the person whose name is
ascribed to the foregoing instrument, and acknowledged to me that
he executed the same as the act and deed of the City of Port
Arthur, for the purposes and considerations therein expressed, and
the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of
, A. D. , 2019.
NOTARY PUBLIC, STATE OF TEXAS
Approved as to form:
Valecia R. Tizeno, City Attorney
RETURN TO:
Valecia R. Tizeno
City of Port Arthur
P. O. Box 1089
Port Arthur, TX 77641-1089
45
Port Arthur LNG,LLC Industrial District Agreement
Exhibit "A"
METES AND BOUNDS DESCRIPTION AFFECTED AREA AND MAP; FACILITY
DESCRIPTION
1
Port Arthur LNG,LLC Industrial District Agreement
_o - V CY fir. � ..1-.. _ "
a, 0
p `/-! t �•
N r - -- 4.;.' !ft • Y
_ - _ •.. -n .-.bhp - ��'
SrrY.r •
�a Iit
•
.. ��YV .';• y 4. ,.. ` M1 1� s % F i ...e.''',+„;
of
•
Ovlit . t1.' .
a
— �aa j
m J- .Rs .r •_..tom: �. �:' b ♦ _ l
•
•
- -,==ir Wic• it, t• . i
.. .
• • , • 44. .$ Ai JR .4., ,--; t.
%
.. c ! tet- ' • ,,0; `-` . ..fir a,.-i•
�' !.y „
ttee. :�
�(
•
_ + •
, R '~
-
* il= **
I
•
..i.„..„ . r , . if .
. ,.......„ ,,,,,,,,,,,4
a . .. Y '• ..
moi,.
. ...,. .:2,..
Kr ri - • r r:� -cezti, ks, cf
o - r -. - r,•�.�• a. tarn).� Y'
c
c I C QI?1u
S'
d
m n }tiS� �tts ' s2r. �,
O
N Y-i
O(D �
d .... _...___...
n 7 F p
N ... ..
d • O
0 o
T
' ; L.
p -, ,a r `
f v l:
ry
d
D m m F
= of d
0
. rD s ! • F'
m 1
1 r � ,.
LEGAL DESCRIPTION
Tract 1N
BEGINNING at a concrete monument stamped"Gulf Oil Corp." found at the Northeast corner of Tract 3
of said 2838.798 acre tract and of said Twenty-fifth Tract (320 acres) 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
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;
1
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 said 5.344 acre tract, 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;
2
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 said 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
3
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 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 5/8 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
2839.369 acre tract 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;
4
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
BEGINNING at a 1 inch iron pipe set inside a 3 inch iron pipe found for the most Northerly Northeast
corner of said 2105.69 acre tract, 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;
5
South 50 deg. 17 min. 34 sec. East, a distance of 2339.42 feet to a point in the most Southern 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 that certain Texas Parks and Wildlife
Department called 2105.69 acre tract of land, more fully described as Tract B, recorded in said Volume
2409,Page 429 of said Deed Records;
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 distance of 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;
6
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 161.24 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 898.944 acres of land (Grid)
899.091 acres of land(Surface),more or less.
7
Tract 2
BEGINNING at a 4 inch iron pipe found at an Angle corner in the East line of Tract 16 of said 2838.798
acre tract, said Sempra Tracts 27, 28 & 29, and said Abstract no. 654, same being an Angle corner in the
West line of that certain Chevron U.S.A. Inc. called 510.424 acre tract of land, more fully described as
Tract 1 recorded in Clerks File No. 2008027468 of the Official Public Records of said Jefferson County
and West line of the John Wescott Survey, Section No.2,Abstract No. 725 (also known as Franklin Baker
Survey No. 2). Said 4 inch pipe has a U.S. State Plane Coordinate of Y=13,884,661.294 feet and
X=3,557,098.378 feet;
THENCE South 02 deg. 55 min.41 sec.East along and with the East line of said Sempra tract and Abstract
654, same being the West line of said 510.424 acre tract and said Abstract No. 725, a distance of 2009.05
feet to a 3/4 inch iron rod found at the Southwest corner of said 510.424 acre track and said Abstract No.
725, same being the Northwest corner of the I. D. Polk Survey, Section No. 1,Abstract No. 770 and being
in the North line of that certain Jefferson County Waterway and Navigation District called 186.885 acre
tract of land, more fully described and recorded in Clerks File No. 2005043069 of said Official Public
Records;
THENCE South 87 deg. 06 min. 12 sec. West along and with the North line of said 186.885 acre tract, a
distance of 127.24 feet to a point for corner on the existing East bank of that certain Jefferson County
Drainage District No. 7 called 280 feet wide easement (Outfall Canal), more fully described as Tract 1
recorded in Volume 668, Page 634 of said Deed Records;
THENCE in a Southerly direction along and with the existing East bank of said Outfall Canal with its
meanders as follows:
South 22 deg. 22 min. 41 sec. West, a distance of 56.62 feet;
South 00 deg. 29 min. 18 sec. West, a distance of 266.97 feet;
South 07 deg. 01 min.24 sec. East, a distance of 69.02 feet;
South 09 deg. 29 min. 01 sec. West, a distance of 121.90 feet;
South 11 deg. 18 min.35 sec. West,a distance of 86.77 feet;
South 01 deg. 18 min. 57 sec. East, a distance of 42.87 feet to a point for corner in the most
Southerly South line of said Sempra tract and the South line of said Sparks Survey, same being the
North line of T. &N. O. RR. Survey, Section No. 305, Abstract No. 331, from which a 5/8 inch
iron rod found with cap stamped "WORTECH SURVEYORS" at the Southeast corner of said
Sparks Survey, same being the most Northerly Southwest corner of said Polk Survey bears North
87 deg. 07 min. 29 sec. East,a distance of 211.18 feet;
THENCE South 87 deg.07 min.29 sec.West along and with the most Southerly South line of said Sempra
tract and the South line of said Sparks Survey,same being the North line of said Section No.305,a distance
of 328.66 feet to a point for corner in the recognized East line of that certain State of Texas called 4500
acre tract of land,more fully described and recorded in Volume 1168,Page 444 of said Deed Records,from
which a 2 inch iron pipe with cap stamped"WORTECH SURVEYORS SL SEC.282"found for reference
bears South 87 deg. 07 min. 29 sec. West,a distance of 271.34 feet;
THENCE North 00 deg. 34 min.42 sec.East along and with a recognized East line of said 4500 acre tract,
a distance of 214.18 feet to a point for corner at a Northeast corner of said 4500 acre tract, from which a 2
inch iron pipe with cap stamped "WORTECH SURVEYORS PL SEC. 282" found for reference bears
South 87 deg. 27 min. 32 sec. West,a distance of 271.34 feet;
8
THENCE South 87 deg. 27 min. 32 sec. West along and with a recognized North line of said 4500 acre
tract, a distance of 1625.06 feet to a 2 inch iron pipe capped found for corner at a Ell corner of said 4500
acre tract;
THENCE North 02 deg.07 min. 29 sec.West along and with a recognized East line of said 4500 acre tract,
a distance of 1414.45 feet to a 2 inch iron pipe found for corner at a Northeast corner of said 4500 acre
tract;
THENCE South 87 deg. 28 min. 21 sec. West along and with a recognized North line of said 4500 acre
tract, a distance of 5265.67 feet to a 2 inch iron pipe found for corner at a Northwest corner of said 4500
acre tract,same being in the recognized East line of that certain J.B.Paulus Subdivision recorded in Volume
3, Page 183 of the Map Records of Jefferson County;
THENCE North 02 deg. 21 min. 01 sec. West along and with the recognized East line of said Paulus
Subdivision,the East line of that certain R.A. Shmit Subdivision recorded in Volume 69, Page 20 of said
Deed Records and the East line of that certain Charles A.Howell and David L.Broadus called 40 acre tract
of land, more fully described and recorded in Volume 639, Page 16 and Volume 638, Page 229 of said
Deed Records,a distance of 4668.64 feet to a point for corner in the South line of that certain Clark Refining
and Marketing,Inc.tract of land,more fully described as Tract 8 recorded in said Clerks File No.9505598,
from which a 2 inch iron pipe with cap stamped "WORTECH SURVEYORS PL SEC. 280" found for
reference bears South 02 deg. 21 min. 01 sec. East, a distance of 600.00 feet and another 2 inch iron pipe
with cap stamped"WORTECH SURVEYORS 1"found for reference bears North 89 deg. 16 min.48 sec.
East,a distance of 156.36 feet;
THENCE North 89 deg. 16 min. 48 sec. East along and with the North line of said Sempra tract, same
being the South line of said Clark Refining tract(Tract 8), a distance of 7895.05 feet to a point for corner
at the Northeast corner of said Sempra tract, same being the Southeast corner of said Clark Refining tract
(Tract 8) and being in the East line of said Sparks Survey, same being the West line of said 510.424 acre
tract and Wescott Survey, Abstract No. 725, from which a 4 inch iron pipe found (leaning) for reference
bears South 89 deg. 16 min. 48 sec. West, a distance of 52.37 feet;
THENCE South 06 deg. 04 min.48 sec. West along and with the East line of said Sempra tract and Sparks
Survey, same being the West line of said 510.424 acre tract and Wescott Survey, Abstract No. 725, a
distance of 3441.30 feet to the PLACE OF BEGINNING,containing 861.567 acres of land(Grid)861.738
acres of land (Surface), more or less, more or less, SAVE & EXCEPT that certain Jefferson County
Drainage District No. 6 called 2.658 acre tract of land(Grid)2.659 acre tract of land(Surface),more fully
described and recorded in Film Code No. 100-61-1019 of said Official Public Records and being more
particularly described as follows;
COMMENCING at the said 4 inch iron pipe found at an Angle corner in the East line of said Tracts 27,
28,and 29 and J.E. Sparks Survey,same being an Angle corner in the West line of said 510.424a acre tract
and the John Wescott Survey,Abstract No. 725 (also known as Franklin Baker Survey No. 2). Said 4 inch
pipe has a U.S. State Plane Coordinate of Y=13,884,661.294 feet and X=3,557,098.378 feet;
THENCE North 71 deg. 12 min.40 sec.West,a distance of 7099.92 feet to the PLACE OF BEGINNING
of the herein described tract of land and being in the Southwest line of that certain Jefferson County
Drainage District No. 6, called 116.30 acre tract(Diversion Channel),more fully described as Tract No. 4
recorded in Volume 2397,Page 196 of said Deed Records, from which a 2 inch iron pipe with cap stamped
"WORTECH SURVEYORS 1"found for reference on the North line of said Sempra tract, same being the
South line of said Tract 8 bears North 32 deg. 08 min. 13 sec. West,a distance of 1225.73 feet;
9
THENCE South 58 deg. 06 min. 46 sec. East, along and with the Northeast line of said 2.63 acre tract,
same being the Southwest line of said 116.30 acre tract, a distance of 710.01 feet to a point for corner;
THENCE South 87 deg. 40 min. 34 sec. West, along and with the South line of said 2.63 acre tract, a
distance of 485.56 feet to a point for corner;
THENCE North 44 deg.25 min. 24 sec. West, along and with the Southwest line of said 2.63 acre tract, a
distance of 196.77 feet to a point for corner;
THENCE North 04 deg.30 min. 14 sec.East,along and with the West line of said 2.63 acre tract,a distance
of 255.01 feet to the PLACE OF BEGINNING,containing 2.658 acres of land(Grid)2.659 acres of land
(Surface),more or less.
TRACT 2A
BEING an 86.330 acre tract of land(Grid) 86.347 acres of land(Surface) out of and a part of that certain
Sempra Energy Production Company tract of land, more fully described as Tracts 27, 28 and 29 recorded
in Volume 1591,Page 468 of the Deed Records of Jefferson County,Texas. Said 86.330 acre tract of land
being situated in the John Wescott Survey, Section No. 280,Abstract No. 726,the T. &N. O. RR. Survey,
Section No.281,Abstract No.319 and the J.E. Sparks Survey, Section No.282,Abstract No.654,Jefferson
County, Texas and being more particularly described as follows:
COMMENCING at a 4 inch iron pipe found at an Angle corner in the East line of said Sempra tract and
Sparks Survey, same being an Angle corner in the West line of that certain Chevron U.S.A. Inc. called
510.424 acre tract,more fully described as Tract 1 recorded in Clerks File No. 2008027468 of the Official
Public Records of said Jefferson County and the West line of the John Wescott Survey, Section No. 2,
Abstract No. 725(also known as the Franklin Baker Survey No.2). Said 4 inch pipe has a U.S. State Plane
Coordinate of Y=13,884,661.294 feet and X=3,557,098.378 feet;
THENCE South 02 deg. 55 min. 41 sec.East along and with the East line of said Sempra tract and Sparks
Survey, same being the West line of said 510.424 acre tract and Wescott Survey, Abstract No. 725, a
distance of 2641.73 feet to a 5/8 inch iron rod with cap stamped"WORTECH SURVEYORS"found at the
Southeast corner of said Sempra tract and Sparks Survey,same being the most Northerly Southwest corner
of the I.D. Polk Survey, Section No. 1,Abstract No. 770 and being in the North line of the T. &N. O. RR.
Survey, Section No. 305,Abstract No. 331;
THENCE South 87 deg.07 min.29 sec.West along and with the most Southerly South line of said Sempra
tract and the South line of said Sparks Survey,same being the North line of said Section No.305,a distance
of 539.84 feet to a point for corner in the recognized East line of that certain State of Texas called 4500
acre tract of land,more fully described and recorded in Volume 1168,Page 444 of said Deed Records,from
which a 2 inch iron pipe with cap stamped"WORTECH SURVEYORS SL SEC. 282"found for reference
bears South 87 deg. 07 min. 29 sec. West, a distance of 271.34 feet and being at the PLACE OF
BEGINNING of the tract of land herein described;
THENCE South 87 deg. 07 min. 29 sec. West continuing along and with the most Southerly South line of
said Sempra tract and the South line of said Sparks Survey, same being the North line of said Section No.
305,a distance of 1900.63 feet to a point for corner at the most Southerly Southwest corner of said Sempra
tract and Southwest corner of said Sparks Survey, same being the most Easterly Northwest corner of said
Section No. 305 and being in the East line of said Section No. 281, from which a 2 inch iron pipe found
bears North 49 deg.23 min. 19 sec. East,a distance of 364.80 feet;
10
THENCE North 02 deg. 42 min.47 sec. West along and with the most Easterly West line of said Sempra
tract and the West line of said Sparks Survey, same being the East line of said Section No. 281, a distance
of 1389.89 feet to a point for corner at an Ell corner of said Sempra tract, from which a 2 inch iron pipe
found bears North 47 deg. 52 min. 00 sec. East, a distance of 391.44 feet;
THENCE South 87 deg. 10 min. 52 sec. West along and with the most Westerly South line of said Sempra
tract and the South line of said Wescott Survey, Abstract No. 726, same being the most Northerly North
line of T. &N. O. RR. Survey, Section No. 303, Abstract No. 330, a distance of 5277.49 feet to a 2 inch
iron pipe with cap stamped "WORTECH SURVEYORS SWC SEC. 280" found for corner at the most
Westerly Southwest corner of said Sempra tract and the Southwest corner of said Wescott Survey,Abstract
No. 726, same being the most Northerly Northwest corner of said Section No. 303 and being in the East
line of the R. A. Shmit Survey,Abstract No. 774,from which a 2 inch iron pipe found bears North 46 deg.
03 min. 31 sec. East, a distance of 417.81 feet;
THENCE North 02 deg. 42 min.32 sec. West along and with the most Westerly West line of said Sempra
tract and the West line of said Wescott Survey, Abstract No. 726, same being the East line of said Shmit
Survey and the T. &N. O. RR. Survey, Section No. 279,Abstract No. 318, a distance of 4955.85 feet to a
point for corner at the Northwest corner of said Sempra tract, same being the Southwest corner of that
certain Clark Refining and Marketing, Inc. tract of land, more fully described as Tract 8 recorded in said
Clerks File No.9505598,from which a 2 inch iron pipe with cap stamped"WORTECH SURVEYORS WL
SEC. 280" found for reference bears South 02 deg. 42 min. 32 sec. East, a distance of 500.00 feet and
another 2 inch iron pipe with cap stamped"WORTECH SURVEYORS 1"found for reference bears North
89 deg. 16 min. 48 sec. East, a distance of 500.00 feet;
THENCE North 89 deg. 16 min. 48 sec. East along and with the North line of said Sempra tract, same
being the South line of said Clark Refining tract(Tract 8), a distance of 343.64 feet to a point for corner in
the recognized East line of that certain Charles A. Howell and David L. Broadus called 40 acre tract of
land, more fully described and recorded in Volume 639, Page 16 and Volume 638, Page 229 of said Deed
Records,from which a 2 inch iron pipe with cap stamped"WORTECH SURVEYORS PL SEC.280"found
for reference bears South 02 deg. 21 min. 01 sec. East, a distance of 600.00 feet and another 2 inch iron
pipe with cap stamped"WORTECH SURVEYORS 1"found for reference bears North 89 deg. 16 min.48
sec. East, a distance of 156.36 feet;
THENCE South 02 deg. 21 min. 01 sec. East along and with the recognized East line of said Howell and
Broadus 40 acre tract,the East line of that certain R.A. Shmit Subdivision recorded in Volume 69,Page 20
of said Deed Records and the East line of that certain J. B. Paulus Subdivision recorded in Volume 3,Page
183 of the Map Records of Jefferson County, a distance of 4668.64 feet to a 2 inch iron pipe found at a
Northwest corner of said 4500 acre tract;
THENCE North 87 deg. 28 min. 21 sec. East along and with a recognized North line of said 4500 acre
tract, a distance of 5265.67 feet to a 2 inch iron pipe found for corner at a Northeast corner of said 4500
acre tract;
THENCE South 02 deg. 07 min.29 sec. East along and with a recognized East line of said 4500 acre tract,
a distance of 1414.45 feet to a 2 inch iron pipe found for corner at an Ell corner of said 4500 acre tract;
THENCE North 87 deg. 27 min. 32 sec. East along and with a recognized North line of said 4500 acre
tract, a distance of 1625.06 feet to a point for corner at a Northeast corner of said 4500 acre tract, from
which a 2 inch iron pipe with cap stamped"WORTECH SURVEYORS PL SEC. 282"found for reference
bears South 87 deg. 27 min. 32 sec. West, a distance of 271.34 feet;
11
THENCE South 00 deg.34 min.42 sec.West along and with a recognized East line of said 4500 acre tract,
a distance of 214.18 feet to the PLACE OF BEGINNING,containing 86.330 acres of land(Grid)86.347
acres of land(Surface),more or less.
TRACT 3
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 1 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 the 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.
TRACT 4
BEING a 120.757 acre tract of land known as Round Lake being the same tract called 98.85 acres out of
the John Bennett Survey, Abstract 71 and 25.11 acres out of the P. B. O'Connor Survey, Abstract 185,
being the same Tract II conveyed by deed from the Bruno Schulz Estate to Udo A.Schulz and Mary Schulz,
recorded in Volume 2358, page 323, Jefferson County Deed Records, Jefferson County, Texas, including
no high ground, and being more particularly described as follows: BEGINNING at a 3 inch cast iron pipe
with a Texas Parks and Wildlife Department brass disk No. 111 set in the south end of Round Lake, from
which the Southwest corner of the John Bennett Survey, A-71 bears S 56 deg. 38 min. 27 sec. W; 2173
feet, said beginning point having Texas State Plane Coordinates Y = 748,639.355, X = 3,599,482.322;
THENCE around the perimeter of said Round Lake, generally along the toe of a levee, the following
meanders:
S 23 deg. 08 min. 45 sec. E, 67.88 feet;
S 79 deg. 39 min. 26 sec. W, 54.35 feet;
S 79 deg. 32 min. 05 sec. W, 171.27 feet; S 04 deg. 58 min. 54 sec. E, 88.58 feet;
12
S 60 deg. 10 min. 07 sec. W, 147.67 feet;
S 51 deg. 12 min. 15 sec.W, 56.74 feet;
S 67 deg. 10 min. 50 sec. W, 80.67 feet;
N 89 deg. 48 min. 56 sec.W,93.88 feet;
S 74 deg. 51 min. 08 sec.W, 81.26 feet;
S 60 deg. 51 min. 45 sec. W, 185.68 feet;
S 59 deg. 27 min. 34 sec. W,338.32 feet;
S 86 deg. 04 min. 42 sec. W, 90.26 feet;
N 73 deg. 57 min. 34 sec. W, 70.59 feet;
N 67 deg. 33 min. 13 sec. W. 158.03 feet;
N 82 deg. 24 min. 50 sec.W, 179.75 feet;
N 76 deg. 25 min. 30 sec.W,288.37 feet;
N 56 deg. 09 min. 31 sec. W, 171.06 feet;
N 38 deg. 51 min. 35 sec. W, 118.47 feet, to a 3 inch cast iron pipe set, with a TPWD brass disk No. 93
(Y=748,376.876,-X=3,597,443.401);
N 47 deg. 53 min. 55 sec. W, 89.54 feet;
N 36 deg. 59 min. 02 sec. W, 158.51 feet;
N 33 deg. 54 min. 33 sec. W, 192.39 feet;
N 24 deg. 06 min. 42 sec.W, 52.31 feet;
N 18 deg. 58 min. 16 sec. W,224.58 feet;
N 27 deg. 54 min. 46 sec.W, 149.50 feet;
N 19 deg. 05 min. 54 sec. W, 181.40 feet;
N 11 deg. 19 min. 02 sec. W, 163.79 feet;
N 01 deg. 56 min. 12 sec.W, 167.36 feet;
N 13 deg. 46 min. 25 sec.W, 330.95 feet;
N 14 deg. 06 min. 28 sec.E, 273.71 feet,to a 3 inch cast iron pipe set,with a TPWD brass disk No. 82(Y=
750,201.597,X=3,596,900.689);
N 37 deg. 55 min. 00 sec.E, 162.90 feet;
N 49 deg. 45 min. 46 sec.E, 386.81 feet;
N 65 deg. 20 min. 45 sec.E, 144.78 feet;
N 71 deg. 54 min. 22 sec.E, 397.34 feet;
N 63 deg. 24 min. 49 sec.E, 347.47 feet;
N 84 deg. 57 min.47 sec. E, 66.45 feet;
S 68 deg.25 min. 55 sec. E, 94.92 feet;
S 45 deg. 21 min. 12 sec. E, 476.78 feet, to a 3 inch cast iron pipe set, with a TPWD brass disk No. 74
(Y=750,555.171,X=3,598,609.749);
S 33 deg. 47 min. 46 sec. E, 566.42 feet;
S 26 deg. 39 min. 13 sec. E, 764.51 feet;
S 20 deg. 40 min. 24 sec. E, 523=31 feet;
THENCE S 06 deg. 14 min. 53 sec.E,273.85 feet to the POINT OF BEGINNING,and containing 120.757
acres of land.
TRACT 5
BEING a 5.344 acre tract of land out of the John Bennett Survey, Abstract 71 and the P. B. O'Conner
Survey, Abstract 185, Jefferson County, Texas, and being Tracts V and VI, conveyed in deed from the
Estate of Bruno R. Schulz to Udo A. Schulz and Mary Schulz, dated January 7, 1982 and recorded in
Volume 2358, page 323 of the Deed Records of Jefferson County, Texas, and being more particularly
described as follows:
13
BEGINNING at a 3 inch cast iron pipe filled with concrete, with a brass disk stamped "C.A. Kohler No.
298", found near the south line of an existing canal running northeast and southwest, at the Eastmost
Southeast corner of a 644.93 acre tract of land(Tract C)and the Northeast corner of a 2105.69 acre tract of
land (Tract B), said Tracts B and C described in deed from Jefferson County Drainage District 6, to the
Texas Parks and Wildlife Department(TPWD) dated September 10, 1982, and recorded in Volume 2409,
page 432, of the Deed Records of Jefferson County, Texas, from which the Southwest corner of the John
Bennett Survey bears North 53 deg. 32 min. 07 sec. East a distance of 1267 feet and South 87 deg. 26 min.
03 sec. West a distance of 507 feet, said 3 inch pipe having Texas State Plane Coordinates of:
Y=746,713.797,X=3,597,154.719;
THENCE North 22 deg. 14 min. 38 sec. West along the East line of said 644.93 acre tract a distance of
51.58 feet to a 3 inch cast iron pipe with a TPWD brass disk No. 7(Y=746,761.539,X=3,5974135.193),
set at the Eastmost Northeast corner of said 644.93 acre tract of land;
THENCE North 53 deg.32 min. 07 sec.East generally along the north bank of an existing canal and along
the north line of this tract of land, a distance of 3217.60 feet to a TPWD brass disk No. 966 (Y=
748,673.849,X=3,599,722.863), set in concrete;
THENCE North 36 deg. 27 min. 53 sec. West,along the west line of this tract, a distance of 250.88 feet to
a TPWD brass disk No. 965 (Y=748,875.609, X=3,599,573.760), set in concrete;
THENCE North 53 deg. 32 min. 07 sec. East a distance of 210.00 feet to a Gulf States Utilities Company
(GSU)concrete monument found at the Northwest corner of a 0.222 acre tract described in deed from the
Woodworth Estate to GSU,dated May 2, 1951,and recorded in Volume 809,page 443 of the Deed Records
of Jefferson County,Texas;
THENCE South 21 deg.32 min.48 sec.East along the west line of said 0.222 acre tract a distance of 100.00
feet to a TPWD brass disk No. 970(Y=748,907.406,X=3,599,779.373), set in concrete;
THENCE North 53 deg. 32 min. 07 sec., East along the south line of said 0.222 acre tract a distance of
100.00 feet to a GSU concrete monument found in the west right of way line of Highway 87 and locating
the southeast corner of said 0.222 acre tract;
THENCE South 21 deg. 32 min. 48 sec. East along said highway right of way a distance of 211.37 feet to
a TPWD brass disk No. 964(Y=748,770.240,X=3,599,937.424),set in concrete;
THENCE South 53 deg. 32 in. 07 sec. West parallel with the north lines of this tract and generally along
the south line of an existing canal and its projection a distance of 3460.11 feet to the POINT OF
BEGINNING, and containing 5.344 acres of land.
NOTE: THE COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE OR
SQUARE FOOTAGE CALCULATIONS ARE CORRECT.
14
Project Description
The proposed project is a new natural gas liquefaction and export .
The ability to construct this plant will enable Owner to increase
its productivity and marketing ability worldwide .
The facility will be constructed on a project site consisting of
over 800 acres within the defined boundary of the proposed
Reinvestment Zone . PALNG Common Facilities Company, LLC ( "PALNG" )
is the fee owner of the real property on which the Project will be
constructed and also will construct Project facilities which will
for the common use of individual liquefaction trains . Port Arthur
LNG, LLC ( "ProjectCo" ) is the project company which will own the
initial phase of the Project which will consist of up to two
liquefaction trains, each with a production capacity of at least
5 million tons per annum, and each with its own gas treatment
facilities on property which will be leased from PALNG. It is
expected that the trains will be constructed consecutively, with
each LNG train commencing operations approximately six to twelve
months after the previous train.
The proposed Project primarily consists of property classified by
Jefferson CAD as real estate improvements including but not limited
to the following:
ProjectCo LNG train(s) :
• Up to two liquefaction trains on property leased by the
ProjectCo from PALNG;
Common Facilities on property owned by PALNG:
• A natural gas liquids (NGL) and refrigerant storage area;
• A marine facility, including up to two LNG berths, each with
three liquid loading arms, one vapor loading arm, and one spare
hybrid loading arm;
• An NGL and refrigerant truck loading/unloading facility;
• Up to three 160 , 000 m3 LNG storage tanks; and
• Operations, control, maintenance, warehouse and all other
necessary equipment, facilities, and buildings .
2
Port Arthur LNG,LLC Industrial District Agreement
Exhibit "B"
Form of Industrial District Agreement Report
Industrial District Agreement Report
Property Owner's Name
Date of this Report
Report Period (period covered by
this Report) From / /20 To / /20
Property Nested
Owners Contractors
(A) Total number of employees employed on the last day of the
Report Period who were Port Arthur residents on the last day of the
Report Period
(B) Total number of all employees employed on the last day of
the Report Period
(C) Total number of new hires employed during the Report Period
who were Port Arthur residents on their first day of employment
(D) Total number of all new hires employed during the Report
Period
(E) Total number of applicants completing the interview process
during the Report Period
(A) Total number of Designated PABE's that:
• were on the approved vendor list of the Property Owners at
any time during the Report Period, and/or
• were invited by the Property Owners during the Report Period
to bid on contracts for goods and/or services
(B)Total number and dollar amount of contracts awarded by the
Property Owners during the Report Period for goods and/or
services that the Property Owners determines could have
potentially been obtained from Designated PABE's:
Total Number of Contracts:
Total Dollar Amount of Contracts: $
(C)Total number and dollar amount of contracts described
immediately (above in II (B) that were awarded to Designated
PABE's during the Reporting Period:
Total Number of Contracts:
Total Dollar Amount of Contracts: $
This Report contains confidential or privileged information. Unauthorized use of this communication is strictly prohibited.
This Report is to be submitted to the Office of the City Manager and copied to the City Attorney during
the months of January and July for the immediately preceding 6 months. The due date(January 31St or
July 31S)for submitting a Report may be extended for thirty(30)days upon the written request of the
Property Owners.
3
Port Arthur LNG,LLC Industrial District Agreement
Exhibit C
Current Owners and Lessees of the Property
Port Arthur LNG, LLC
Port Arthur Pipeline, LLC
PALNG Common Facilities Company, LLC
Entergy Texas, Inc.
4
Port Arthur LNG,LLC Industrial District Agreement
Exhibit D
Form of First Source Referral Agreement
[See Attached]
1
Port Arthur LNG,LLC Industrial District Agreement
FIRST SOURCE REFERRAL AGREEMENT
Resolution Number:
Project Name:
Project Address:
Project Contact Person:
Project Contact Person Phone Number:
This First Source Referral Agreement (the "Agreement"), is entered into by and between
the City of Port Arthur(the"CITY")by and through its liaison,the City of Port Arthur Section
4A Economic Development Corporation (the "PAEDC"), and Port Arthur LNG, LLC, a
Delaware limited liability company and its subsidiary, PALNG Common Facilities Company,
LLC, a Delaware limited liability company (the "PROPERTY OWNERS"). Under this
Agreement, the PROPERTY OWNERS will use CITY as its first source for referrals of new hires
or employees for the new jobs created by their project, pursuant to the Industrial District
Agreement set forth between the parties pursuant to City of Port Arthur Resolution No. 19-
I. GENERAL TERMS
A. The PROPERTY OWNERS will use CITY by and through its liaison PAEDC as
its first source for the referral of employees for new hires or employees for the new jobs created
by the project.
B. CITY's,by and through its liaison PAEDC,participation in this Agreement will be
carried out by its PAEDC's Officer on behalf of the CITY, which is responsible for referral of
employees, designated by CITY by and through its liaison PAEDC.
C. CITY, by and through its liaison PAEDC, will provide referral services to the
PROPERTY OWNERS subject to the limitations set out in this Agreement.
D. This Agreement shall take effect when signed by the parties below but shall be fully
effective as to providing referral services beginning at commencement of construction for the
project through the expiration or earlier termination of the Industrial District Agreement between
PROPERTY OWNERS and CITY dated , 2019.
E. CITY, by and through its liaison PAEDC, and the PROPERTY OWNERS agree
that for purposes of this Agreement,new hires and jobs created include all PROPERTY OWNERS'
job openings and vacancies in the Port Arthur Area created as a result of internal promotions,
terminations, and expansions of the PROPERTY OWNERS, their affiliates and principal
contractors' workforce,as a result of this project, including temporary vacancies.
II. RECRUITMENT
A. The PROPERTY OWNERS will provide a prospective Employment Plan, which
will indicate based on PROPERTY OWNERS' reasonable judgment, the number of new jobs
projected,salary range,and hiring dates for employment for work on the project. The PROPERTY
OWNERS will notify CITY, by and through its liaison PAEDC, of its specific need for new
employees as soon as possible after such need is identified.
B. Notification of specific needs, as set forth in Section II.A. must be given to CITY,
by and through its liaison PAEDC, at least [three (3)] business days (Monday - Friday) before
using any other referral source, and shall include, at a minimum,the number of employees needed
by job title, qualification, hiring date, rate of pay, hours of work, duration of employment, and
work to be performed.
C. Job openings to be filled by internal promotion from the PROPERTY OWNERS'
current workforce need not be referred to CITY,by and through its liaison PAEDC, for placement
and referral.
D. The PROPERTY OWNERS will submit to CITY, by and through its liaison
PAEDC, prior to starting work on the project, the titles of all current employees who will be
employed on the project.
III. REFERRAL
CITY, by and through its liaison PAEDC,will screen and refer applicants according to the
qualifications supplied by the PROPERTY OWNERS.
IV. PLACEMENT
A. CITY, by and through its liaison PAEDC, will notify the PROPERTY OWNERS,
prior to the anticipated hiring dates, of the number of applicants CITY will refer. CITY, by and
through its liaison PAEDC, will make every reasonable effort to refer at least two qualified
applicants for each job opening.
B. The PROPERTY OWNERS will make all decisions on hiring new employees but
will in good faith use reasonable efforts to select its new hires or employees from among the
qualified persons referred by CITY, by and through its liaison PAEDC.
C. In the event CITY, by and through its liaison PAEDC, is unable to refer the
qualified personnel requested, within three (3) business days (Monday - Friday) from the date of
notification, the PROPERTY OWNERS will be free to directly fill remaining positions for which
no qualified applicants have been referred.
D. After the PROPERTY OWNERS has selected its employees,CITY,by and through
its liaison PAEDC, will not be responsible for the employees' actions and the PROPERTY
OWNERS hereby release CITY, by and through its liaison PAEDC, from any liability for
employees' actions.
V. TRAINING
CITY, by and through its liaison PAEDC, and the PROPERTY OWNERS may agree to
develop skills training and on-the-job training programs; the training specifications and cost for
such training will be mutually agreed upon by the PROPERTY OWNERS and CITY, by and
through its liaison PAEDC.
VI. CONTROLLING REGULATIONS AND LAWS
A. To the extent this Agreement is in conflict with any labor laws or governmental
regulations, the laws or regulations shall prevail.
B. CITY, by and through its liaison PAEDC, will make every effort to work within
the terms of all agreements to which the PROPERTY OWNERS is a party.
VII. EXEMPTIONS
A. Employment openings the contractor will fill with individuals already employed by
the company.
B. Job openings to be filled by laid-off workers according to formally established
recall procedures and rosters.
C. Suppliers and contractors located outside of the Port Arthur Area and who will
perform no work in the Port Arthur Area.
VIII. AGREEMENT MODIFICATIONS,RENEWAL, MONITORING,AND PENALTIES
A. If, during the term of this Agreement, the PROPERTY OWNERS should transfer
possession of all or a portion of its business concerns affected by this Agreement to any other party
by lease, sale, assignment, merger, or otherwise, the PROPERTY OWNERS as a condition of
transfer shall:
1. Notify the party taking possession of the existence of the PROPERTY OWNERS'S
Agreement.
2 Notify the party taking possession that full compliance with this Agreement is required.
3. PROPERTY OWNERS shall, additionally, advise CITY, by and through its liaison
PAEDC, within seven (7) business days of the transfer. This advice will include the name of the
party taking possession and the name and telephone of that party's representative.
B. CITY, by and through its liaison PAEDC, shall monitor PROPERTY OWNERS'
performance under this Agreement. The PROPERTY OWNERS will cooperate in CITY's, by and
through its liaison PAEDC, monitoring effort by submitting a quarterly report setting out the
number of jobs listed, the number of referrals provided by CITY, by and through its liaison
PAEDC, and the number of referrals resulting in hiring into positions onto the project.
C. To assist CITY,by and through its liaison PAEDC, in the conduct of the monitoring
review, at the request of CITY, by and through its liaison PAEDC, and to the extent not
confidential, the PROPERTY OWNERS will make available payroll and employment records for
the review period indicated.
D. If additional information is needed during the review at the request of CITY, by
and through its liaison PAEDC,the PROPERTY OWNERS will provide the requested information
to CITY,by and through its liaison PAEDC,to the extent available and not confidential within ten
(10)business days of request from CITY,by and through its liaison PAEDC.
E. The PROPERTY OWNERS and CITY, by and through its liaison PAEDC,or such
other agent as CITY, by and through its liaison PAEDC, may designate, may mutually agree to
modify this Agreement. To be effective, such modifications shall be in writing and signed by both
parties.
SIGNED AND AGREED TO on the day of , 2019.
CITY OF PORT ARTHUR
Rebecca Underhill, Interim City Manager
ATTEST:
Sherri Bellard, City Secretary
SIGNED AND AGREED TO on the day of , 2019.
PORT ARTHUR LNG, LLC
BY:
Name:
Title:
PALNG Common Facilities Company, LLC
BY:
Name:
Title:
EXHIBIT "B"
WILL BE PRESENTED AT OR BEFORE
THE COUNCIL MEETING
s.pr20753_Port Arthur LNG Holdings LLC and PALNG Common Facilities Company, LLC