HomeMy WebLinkAboutPR 14992: TAX ABATEMENT AGREEMENT WITH TEXAS OFFSHORE PORT SYSTEM COMPANYinteroffice.
MEMORANDUM
A Resolution as it pertains to authorizing the City Manager to
execute a Tax. Abatement Agreement with Texas Offshore Port System
Company, LLC (TOPS).
Also on the December 16th Agenda is P. O. No. 5957 designating
a Reinvestment Zone for a. Tax Abatement on a 134.019 acre tract of
Land and on a 19.916 acre tract of land that Texas Offshore Port
System Company, LLC (TOPS) plans to build a new crude oils storage
terminal. This Ordinance must be approved before P. R. No. 14992
can be considered.
There will also be a public hearing. at 7:00 p.m.
MTS:ts
Attachment
cc: Director of Finance and Assistant City Manager
z.pr14992_memo
To; Mayor, City Council, and City Manager
From: Mark Sokolow, -City Attorney r~,,,,~ ~~~-'/
Date: December 10, 2008
Subject: P. R. No. 14992; Council Meeting December 16, 2008
P
RESOLUTION NO.
R. No. 14992
12/10/08 to
A RESOLUTION AS IT PERTAINS TO AUTHORIZING
THE CITY Mp.NAGER'TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH TEXAS OFFSHORE PORT SYSTEM
COMPANY LLC (TOPS)
y1HEREAS, it is deemed in the best interest of the citizens to
enter into a Tax Abatement Agreement. with Texas Offshore Port
System Company, LLC (TOPS).
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Sects That the facts and opinions in the preamble
are true and correct.
Sects That the City Council hereby authorizes the
City Manager to execute on behalf of the City of Port Arthur a Tax
Abatement Agreement with Texas Offshore Port. System Company, LLC,
in substantially the same form as attached hereto as Exhibit "A".
Sect_ ion 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., ?008, at a Meeting of the City Council of
the City of-Port Arthur, by the following vote: AYES:
Mayor
Councilmembers
z.pi14992
I
NOES:
MAYOR
ATTEST:
TERRI HANKS, ACTING CITY SECRETARY
APPROVED AS TO FORM:
~`~/i Jrf-~~~
CITY ATTORNEY
APPROVED FOR ADMINISTRATION:
CITY MANAGER
z.pY14992
TAX pgATEMENT AGREEMENT
This TAX ABATEMENT AGREEMENT (this "Agreement") is made by and
between the CITY OF PORT ARTHUR, TEXAS, a municipal corporation and
home-rule city (the "City"), and TEXAS OFFSHORE PORT SYSTEM COMPANY
an ('TOPS") TEXAS OFFSHORE
LLC, a Texas Limited Liability Comp y ~ = --
PORT SYSTEM COMPANY LLC is qualified to do, business in the State of --
Texas and owns real property located within the Zone (defined
below).
W I T N E S S E T H
WHEREAS, the creation of job opportunities in the City of Port
Arthur is paramount to the City's continued economic development;
and
~EREAS, it is reasonably likely that this Agreement wi
contribute to the retention, expansion and creation of primary
employment and will attract major investment in the Zone that would
be of benefit to property within the Zone and that would contribute
to the economic development of the City; and
• WfiEREAS, City Council finds that the Improvements are
practical and are of benefit to the land within the Zone and to the
City; and
~gRF.AG, City Council finds that there will be no substantial
potential adverse effect on the provision of City services or on
the tax base. caused by this Agreement; and
~EREAS, TEXAS OFFSHORE PORT SYSTEM COMPANY LLC represents
that the Improvements will be designed and conulations,toincluding
applicable federal, state, and local reg
environmental. regulations, and that the construction and operation
of the Improvements will not result in environmental degradation or
hazard; and
y~EREAS, City Council finds that the planned use. of the
Improvements, when. constructed and operated in accordance with
z.tops tax abatement agreement -
1
L~~~pp9~rTOPG TA%~•TEMEM AGREEMEIIT-OOG
applicable environmental standards, will not constitute a hazard to
public health, safety, or morals; and
y~EREAS, City Council finds that the terms of this Agreement
meet the applicable requirements of City of Port Arthur Code of
Ordinances;
NOW, THEREFORE, the parties hereto, for and in consideration
of the premises and mutual promises stated herein, agree as
follows:
I, Defines
The following" capitalized terms shall have the meanings
assigned to them below, unless otherwise defined or the. context
clearly requires otherwise.
p y" means improvements to the Real Property
• "Abated Pro ert .
more fully described in Secti_ o~ below.
"Abatement Period" means the period that commences on the
• Effective Date of Abatement- and ends ten years
thereafter..
• "City- C~~,means the City Council of the City-
' . "Code of Ordinances" means the Code of Ordinances of the
City of Port Arthur, Texas.
• "Effective Date of Abatement" means the January l
immediately following the date this Agreement is approved
by the Mayor and City Council.
• "Improvements" means the improvements to the Real
Property 'and the machinery and equipment to be installed
thereon, comprising part of the Abated Property, more
fully described in Exhi~ attached hereto and made
part hereof for all purposes.
"JCAD means the Jefferson County Appraisal District.
["Ordinance" means City of Port Arthur Ordinance-
• No which created the Zone.]
z.tops tax abatement agreement
2'
Z^IAWfER3008'ZTWS_T/~X /~BATEMEHf PGREEMEM GOL
• "Permanent Employee" means a person. who works for, and is
an employee or contractor of, TEXAS OFFSHORE PORT SYSTEM
COMPANY LLC and who generally works a minimum of thirty-
five (35) hours in a seven-day period, and reports to
work in the Zone.
• "Real Property" means the real property of the TEXAS
OFFSHORE PORT SYSTEM COMPANY LLC to be improved, as more -'
fully described in Exhibit 1 attached hereto and made a
part hereof for all purposes.
• "Tax Code" means the Texas Tax Code, as amended.
• "Zone" means the designated industrial zone inside the
city limits or Port Arthur.
2. Authorization
This Agreement is authorized by the Code of Ordinances,. which
established the property tax abatement program for properties in
designated reinvestment zones[, and by the Ordinance].
3. Property
(a) The taxable Real Property to be improved under this
Agreement consists of the tract of land owned by TEXAS OFFSHORE
PORT SYSTEM COMPANY LLC and described more fully in Exhibit 1
hereto. The Improvements to be located on the Real Property are
described more fully in Exhibit 2, attached hereto and made a part
hereof for all purposes.
(b) The Abated Property consists of all items of fixed
property described in Exhibit 2 hereto and installed by TOPS. It
does not include -the value of the land, the pipeline nor the
inventory.
z.tops tax abatement agreement
ZYAWYER~AN~ZTOPS_TW(AOATEMEM ~GREFAIENT.DOC 3
(c) The JCAD tax account number associated with the Real
Property shall be assigned by JCAD.
(d) The JCAD tax account number for the Abated Property
constituting the Improvements shall be assigned by JCAD and listed
in TEXAS OFFSHORE PORT SYSTEM COMPANY LLC name under the following
heading:
Abated Property: 000-000-000-0000
4. Representations and Warranties
(a) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC represents that
it owns the Real Property and that the Real Property is located
within the boundaries of the Zone.
(.b) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC represents and
warrants that it will create employment for at least an additional
three (3) Permanent Employees within the Zone, beginning not later
than three (3) years from the. start of the Abatement Period and
continuing through the end of the Abatement Period.
(c) TEXAS OFFSHORE. PORT SYSTEM COMPANY LLC represents and
warrants that it will. construct and operate the Improvements
described in Exhibit 2 hereto.
(d) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC represents and
warrants that the Improvements will be designed, constructed and
operated in accordance with all applicable federal, state, and
local environmental and other regulations, and that the
construction and operation of the Improvements will not cause
environmental degradation or hazard to the Real Property or the
environs of the City of Port Arthur.
z.tops tax abatement agreement ~~
Z?LAWVEm2Wl~Z.TOPS TN(PHATEMENT AGREEMINI.OOL 9
5. Terms of the Agreement
(a) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC shall construct,
or shall cause to be constructed, the Improvements substantially in
conformity with the description. in Exhibit 2.
(b) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC shall complete
or cause the Improvements to be completed in accordance with the -
City of Port Arthur Code of Ordinances.
(c) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC shall maintain,
or cause to be maintained, the Improvements in good repair and
condition during the Abatement Period.
(d) TEXAS OFFSHORE PORT SYSTEM .COMPANY LLC shall allow the
City's employees access to the Real Property for the purpose of
inspecting the Improvements to ensure that the Improvements were
completed and maintained substantially in conformity with the terms
of this Agreement. All inspections will be made only on business
days, during normal business hours, after giving TEXAS OFFSHORE
PORT SYSTEM COMPANY LLC notice at least twenty-four (24) hours in
advance, and will be conducted in such manner as to not
unreasonably interfere with the construction and/or operation of
the Improvements. All inspections will be made with one (1) or
more representatives of TEXAS OFFSHORE PORT SYSTEM COMPANY LLC in.
accordance with the company's safety and security standards. The
above shall not act as a limitation on the City's ability to
perform any immediate inspections or enter the affected property
pursuant to the Code of Ordinances, the Building Code or otherwise.
(e) TEXAS OFFSHORE PORT SYSTEM COMPANY LLC shall provide the
City's employees access to all records requested and necessary for
the purpose of conducting an audit of the Improvements to ensure
compliance with this Agreement. Any such audit, which is limited
z.tops tax abatement agreement
ZYANNERZdIflL TOP6 TR%~H4TEAIEM AGREE~NT.DOL $
to a review of all documents relating to verification of TEXAS
OFFSHORE PORT SYSTEM COMPANY LLC representations for the
improvements and retention of employees, shall be made only after
giving the TEXAS OFFSHORE PORT SYSTEM COMPANY LLC written notice at
least ten (10) days in advance. thereof, and will be conducted in
such a manner as to not unreasonably interfere with the operation
of the Improvements.
(f) The City shall not refund or credit any monies previously
paid by the Company prior to the date of execution of this
Agreement, either directly or indirectly to the City.
(g) If requested orally or in writing by the Company, the
City's Fire. Department shall provide back-up Fire.. Suppression
Support as determined by the City's Fire Chief, and the City's
Police Department shall assist in providing an evacuation route and
traffic control in the case of a fire or a chemical release at the
Company's facility. Nevertheless, the Company shall abide by and
shall take such reasonable precautions as to (1) prevent fires,
explosions and chemical releases and (2) the discharge. of storm
water that ,contribute to flooding on adjacent property. The
Company shall also provide an evacuation as is expected in the
industry, and as is required by applicable federal and"state laws,
and the health and safety laws of the City. The Company shall
employ or provide sufficient primary fire suppression response, as
well. as control and abate chemical releases. The Company shall
provide the City's Fire Chief and Police Chief with Emergency
Response Plans for any' chemical operations or other hazardous
^
z.tops tax abatement agreement
Z'UWYERZW8~2.TOP5_TAC •BI,TENEM ~GaEENIXf.GOC 6
operations that take place on the land described in Exhibit "1".
If there is a fire and the City is requested to provide initial. and
primary fire suppression services or if a clean up is required
under the 2000 International Fire Code, the Company will pay to the
City the costs and expenses incurred by the City and any of its
departments.
(h) The Company shall promptly notify the central dispatch
office which serves the City's Fire Chief, Police Chief and the
City's Emergency Management Coordinator of all incidents involving
fires, serious injuries, deaths, chemical releases and flooding
that create a health and safety hazard to the community or that
exceed OSHA, EPA and TNRCC permissible exposure limits at the plant
fence lines.
(i) When hiring, the Company shall continue to seek qualified
applicants by advertising in the official newspaper of the City as
to give Port Arthur residents a fair opportunity to apply for
employment with the Company for work at the facility that is
located or will be located on the land described in Exhibit "1".
The Company shall use its reasonable good faith efforts to hire
qualified Port Arthur residents at market rates for .both the
construction work and permanent jobs. Reasonable good faith
efforts shall also include advertising for construction and
permanent jobs in the local market including local radio stations
z.topa tax abatement agreement
ZYAWYER2WTZ.TOPS TAX Afl4TEMEM AGFEEMEM.WL ~
in Port Arthur and shall also include recruitment through the Texas
Work Force Commission in Port Arthur, Lamar State College in Port
Arthur, PAISD, Sabine Pass ISD, the Black Pastor's Association and
the Ministerial Alliance, the Port Arthur NAACP and local labor
unions. The Company shall also give Port Arthur companies a fair
opportunity-to 'sell _goods and services to the Company. With
respect to the capital expansion contemplated in Exhibit "2", and
for major new capital expansions on the land described in Exhibit
"1" , the Company shall also meet every other month or at other
intervals mutually agreed on with City officials to monitor
progress on hiring and hiring efforts and to try to make
adjustments in the recruitment process if needed. The Company will
also, to the extent economically practicable, have a local hiring
facility in Port Arthur for both the retention/selection of new
employees and contractors. All employees, as well as contract and
construction workers, will be paid at least the prevailing wage, as
set by the City, in accordance with Chapter 2258, Texas Government.
Code, V.T.C.A. The Company shall also be receptive and responsive
to SBE/MWBE projects and programs of the City..
(j) The Company shall allow a reasonable number of authorized
employees and/or representatives of the City who have been
designated and approved by the City Manager, City Council or Mayor
to have access to the Company's land and/or improvements during the
term of this Agreement to inspect any improvements thereto to
z.tops tax abatement agreement
Z~IAWYCR~t00E~Z.TOPS TAX ABATEMFNi AaREEA~M.DOC b
determine compliance with the terms and conditions of the
Agreement. All such inspections will be made in accordance with
the provisions of Section 5(d) above at mutually agreeable times
and will only be conducted in such manner as to not unreasonably
interfere with safety standards and security standards and rules.
A11 inspections will be made with one or more representatives of
the Company and in accordance with industry safety standards.
(k) The Company shall certify the commencement and completion
date of the contemplated improvements described in Exhibit "2"
herein. Additionally, the Company shall use its best efforts to
furnish or make available for inspection the following information
or written statements to the City at least every six .months during
the construction period of the project described in Exhibit "2" and
of major capital improvements on land described in Exhibit "1":
(1) Statement by the Company describing the status of
construction of the contemplated improvements, percentage
of construction completed, construction schedule and the
Company's estimate of cost or taxable value of
constructed improvements on the date of the statement;
(2) Statement by the Company of numbers of Port Arthur
residents, minorities, and companies hired, the amount of
Port Arthur services and Port Arthur goods purchased; and
z.tops tax abatement agreement
2YAMIYER~0061ZTOP5 TPJ[/~9~TEMENf ~GREEMEM OOC 9
(3) Any information, documents or records of any kind
requested by the City in writing and reasonably
necessary for the City's evaluation of the Company's
compliance with the terms and conditions of this
Agreement, provided that the Company shall not be
required to furnish 'any information, documents, or
records-which a reasonably prudent company under the
same or similar circumstances would consider to be
proprietary, confidential or harmful to its business
operations. Nevertheless, at the request of the City,
the Company will produce to the City any information as
to its performance and hiring programs that has been
made available to Jefferson County or to other public
entities under any Tax Abatement Agreement.
The Company's statements described above shall be verified by
the Company's project manager or other appropriate representative.
(1) The Company agrees to annually and at such other
intervals as reasonably requested by the City to furnish
information necessary for the City to evaluate the Company's
compliance with the terms and conditions df this Agreement. The
Company further agrees that on or before March 1st of each year of
this Agreement, the Company shall provide the City an annual
report/statement of compliance with this Agreement.
z.tops tax. abatement agreement
Z:YANNERSWB~Z.TGR6 T/\/~a4TEME0R /~GREE~M.GOL 1~
(m) At the time 'of the execution of this agreement,.. the
Company has not commenced .construction and has not hired any
construction companies. The Company affirms its intention. to
participate in the Port Arthur Industrial Group during the .life of
this Agreement in order to assist in the establishment of
apprenticeship;..internship and/or education programs and projects
for the training of Port Arthur .residents for permanent jobs in the _
-.Port Arthur area. The Company further hereby agrees to. request and
encourage the contractors and subcontractors, which are hired to
work on the projects described herein to work toward establishing
and funding their own apprenticeship, internship .and/or educational
programs and projects for the training of Port Arthur residents for
permanent jobs in the. Port Arthur area. The Company further hereby
agrees to request and encourage its contractors and subcontractors.
which are hired to work on the projects described herein to work
toward establishing and funding their own apprenticeship,
internship and/or educational programs and projects for the.
training of Port Arthur residents for permanent jobs in the Port.
Arthur area.
(n) The Company has indicated that additional construction
jobs will be utilized in building the improvements for the new
project, as described in Exhibit "2", and that new permanent jobs
will be created at the site once the new project is completed. The
1
z.tops tax abatement agreement
ZtiAWIER30081Z.TOPS TAX AaATEMEM AGPEEMENT.pOC 11
City reserves the right to hire or contract for a monitor as to
inspect the Company's records and hiring practices in accordance
with this Agreement as to verify whether the Company has complied
and will continue to comply with this Agreement.
(o) This Agreement may be amended ab-any time-upon the mutual
written consent of all parties, hereto, .subject to approval by the
City Council.
6. Tax Abatement
Abatement on the Improvements listed in Exhibit 2 shall
be permitted only for the value of new "eligible property"
constructed or added after the effective date of this Agreement (as
defined in Section 12 below). This abatement shall apply as of the
January 1 immediately following the date of approval of this
Agreement by the Mayor and City Council.. -The portion of the value
of new eligible Improvements subject to the abatement shall be
determined in accordance with the following schedule during the
Abatement Period:
Years One and Two (100e) (the "Construction Period")
Year Three (90°s)
Year Four (800)
Year Five (70%)
Year Six (60$)
Years Seven through Ten (25°s)
If construction extends beyond the commencement of third year of
the Abatement- Period, the Improvements shall be considered.
completed for purposes of abatement and, in no case, shall. the
Abatement Period, inclusive of the Construction Period, exceed ten
(10) years from the Effective Date of Abatement.
z.tops tax abatement agreement
LVAWYER2WU~LTOPS TN(ABATEMEM ~GgEEME!lT.DJC 12
7. Administration
The chief appraiser of JCAD shall annually determine the
assessed value of the Improvements .listed in Exhibit 2 hereof.
'Each year, TEXAS OFFSHORE PORT SYSTEM COMPANY LLC shall furnish the
City with such information as may be necessary for calculating the
amount of abatement.. Once the value of the Improvements has been
established and the amount of the abatement calculated, the chief
appraiser of JCAD'shall notify the jurisdictions that levy taxes of
the amount of assessment. TOPS shall not request that the JCAD
assessed value be lowered or revised without first consulting with
the City of Port Arthur. The Parties agree that the minimum
assessed value shall be as delineated in the schedule attached as
Exhibit "3".
8. Compliance with State and Local Re lations°
Except as specifically provided herein, nothing in this
Agreement shall be construed to alter or affect the obligation of
TEXAS OFFSHORE PORT SYSTEM COMPANY LLC to comply with. any
ordinance, rule or regulation of the City,. or the laws and
regulations of the State of Texas and the United States.
9. Merger
The parties agree that this Agreement contains all of the
terms and conditions of the understanding of the parties relating
to the subject matter hereof. All prior. negotiations, discussions,
correspondence and preliminary understandings between the parties
and others relating hereto are superseded by this Agreement.
z.tops tax abatement agreement -
Z'IANNERSWS2.TCP5 TPJI /dRTEMEM AGREEMFM.OpC S3
10. Noncompliance
If TEXAS OFFSHORE PORT SYSTEM COMPANY LLC materially breaches
this Agreement and such breach continues (following notice from the
City to TEXAS OFFSHORE PORT SYSTEM COMPANY LLC specifying the
breach and the actions required to cure such breach) for a period
of thirty (30) days or (if such breach is not such reasonably
capable of being cured within thirty (30) days) for such longer
period as may be reasonably required to cure such-breach, the City
can terminate this Agreement with thirty (30) days notice. The
City can also recapture property 'tax revenue lost if TEXAS OFFSHORE
PORT SYSTEM COMPANY LLC fails to timely make the improvements as
provided by this agreement or fails to create all or a portion of
the new-jobs.
11. Notice
All notices shall be in writing and unless hand delivered,
shall be sent by U. S. Mail certified, return receipt requested.
If mailed, any notice or communication shall be deemed to be
received three (3) days after the date of deposit in the United
States Mail. Unless otherwise provided in this Agreement, all
notices shall be delivered to the following address:
If to TE Products:
TEXAS OFFSHORE PORT SYSTEM COMPANY LLC
P.O. Box 4018
Houston, Texas 77210-4018
If to the City:
If mailed:
-City Manager
City of Port Arthur
P.O. Box 1089
Port Arthur Texas 77641-1089
z.tops tax abatement agreement
L^LAVNERZWE~Z.TOPS_TN(ABgTEMEM ~GREEMEM.OOL 14
If personally delivered:
City Manager
City of Port. Arthur
444 4th Street
Port Arthur, Texas 77640
Each party may designate a different address by giving the
other party written notice ten (10) days in advance of such
designation.
12. Effective date
The effective date of this Agreement is the date this
Agreement is countersigned by the City Manager. This Agreement has
been executed by the parties in multiple originals, each having
full force and effect.
SIGNED AND AGREED TO on this the day of 2008.
TEXAS OFFSHORE PORT SYSTEM COMPANY LLC
By:
By:
Name
Title:
WITNESSED BY:
SIGNED-AND AGREED TO on this the day of 2008.
THE 'CITY. OF PORT ARTHUR, TEXAS, a
municipal corporation and home-rule
city
By:
Name
Title:
z.tops. tax abatement agreement
Z4AMHpN00612 TOPS_TAX ABATEMEHt AGFEEMENT.pOC 1$
Attest:
By:
Name
Title:
WITNESSED BY:
NAME
TITLE:
z.tops tax abatement agreement
2"UMNEM3p06Y TOP5 iAX.iMTEMEM AGFEEMEMDJC 1(
e
EXHIBIT 1
Legal Description of the Real Property (land) for the 134.019
acre tract and for the 19.916 acre tract}
1
z.tops tax abatement agreement
Z'LLAWYETNA9~Z.TOPS_TAX gflATEMENf gGflEEMEN{ppO 17
BEING A 19.916 ACRE TRACT OR PARCEL OF LAND, ALL OF THAT SAME TRACT OF LAND
(CALLED 20 ACRES) AS CONVEYED BY DEED DATED JUNE 6, 1951 FROM THE MARY
WOODWORTH TRUST ESTATE TO THE PORT. ARTHUR INDEPENDENT SCHOOL DISTRICT,
RECORDED IN VOLUME 816, PAGE O1 OF THE DEED RECORDS, COUNTY CLERK'S OFFICE,
JEFFERSON COUNTY, TEXAS, SAID 19.916 ACRE TRACT ALSO BEING OUT OF LOTS 5 AND
6, BLOCK 11, RANGE "O" OF THE PORT ARTHUR LAND COMPANY SUBDIVISION AS
RECORDED IN VOLUME 1, PAGE 22 OF THE MAP RECORDS OF SAID COUNTY, ALL BEING
SITUATED IN AND A PART OF THE B.B.B. & C. RR. CO. SURVEYS, ABSTRACT NO.'S 83, 85
AND 86 OF SAID COUNTY AND BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS;
FOR LOCATIVE PURPOSES, COMMENCE AT A 5/8" STEEL ROD FOUND LOCATED IN
DORSEY STREET RIGHT OF WAY, A 60 FEET WIDE PUBLIC DEDICATED RIGHT OF WAY BY
WAY OF THE MONTROSE ADDITION SUBDIVISION PLAT TO THE CITY OF PORT ARTHUR
AS RECORDED IN VOLUME 7, PAGE 69 OF SAID MAP RECORDS, THIS POINT ALSO BEING
LOCATED ON THE EASTERLY LINE OF THE LOWER NECHES VALLEY AUTHORITY
(L.N.V.A.) (FORMERLY NECHES CANAL COMPANY) 100 FEET WIDE RIGHT OF WAY AS
RECORDED IN VOLUME 269, PAGE 421 OF SAID DEED RECORDS AND ON THE COMMON
BLOCK LINE OF BLOCK 12 AND BLOCK 13, RANGE "O" OF SAID PORT ARTHUR LAND
COMPANY SUBDIVISION, SAME POINT MARKS THE NORTHWEST CORNER OF THAT
CERTAIN TRACT OF LAND (CALLED 96.585 ACRES) AS CONVEYED BY DEED DATED MAY
30, 1996 FROM ALMA HAVES TO ROBERT Q. KEITH (99%) AND PORT ARTHUR LAND
COMPANY, LTD. (01%), RECORDED IN CLERK'S FILE NO.'S 96-9617696 AND 96-9617697 OF
THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF SAID COUNTY
THENCE SOUTH 26 DEG. 20 MIN. 45 SEC. EAST ALONG THE EASTERLY LINE OF SAID
L.N.V.A 100 FEET WIDE RIGHT OF WAY WITH THE WESTERLY LINE OF SAID 96.585 ACRE
TRACT A DISTANCE OF 2053.17 FEET TO A 5/8" STEEL ROD WITH ALUMINUM CAP IN
CONCRETE FOUND MARKING AN ANGLE POINT FOR CORNER;
THENCE SOUTH 48 DEG. 41 MIN. OI SEC. EAST CONTINUING ALONG SAID EASTERLY
RIGHT OF WAY LINE WITH THE WESTERLY LINE OF SAID 96.585 ACRE TRACT, PASSING
AT A DISTANCE OF 715.37 FEET A 5/8" STEEL ROD WITH ALUMINUM CAP IN CONCRETE
FOUND FOR REFERENCE, PASSING AT A DISTANCE OF 738.27 FEET A i/2" STEEL ROD
WITH CAP MARKED ARCENEAUX & GATES SET MARKING THE SOUTHWEST CORNER OF
SAID 96.585 ACRE TRACT LOCATED ON THE COMMON BLOCK LINE OF BLOCK 11 AND
BLOCK 12 OF SAID PORT ARTHUR LAND COMPANY SUBDIVISION, SAME POINT ALSO
MARKS THE NORTHWEST CORNER OF THAT CERTAIN TRACT OF LAND (CALLED 133.9
ACRES) AS CONVEYED BY SHERIFFS DEED DATED MARCH O1, 2005 TO MOAK MORTGAGE
AND INVESTMENT COMPANY, RECORDED IN CLERK'S FILE NO. 2005014347 OF SAID
OFFICIAL PUBLIC RECORDS AND CONTIN[ING ALONG SAID EASTERLY RIGHT OF WAY
LINE WITH THE WESTERLY LINE OF SAID 133.9 ACRE TRACT FOR A TOTAL DISTANCE OF
1348.37 FEET TO A-112" STEEL ROD WITH CAP MARKED ARCENEAUX & GATES SET
MARKING THE NORTHWEST CORNER OF SAID 20 ACRE TRACT AND THE NORTHWEST
CORNER AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND, THIS
POINT ALSO MARKS AN EXTERIOR "ELL" CORNER OF SAID 133.9 ACRE TRACT OF LAND;
THENCE NORTH 41 DEG. 12 MIN. 30 SEC. EAST (NORTH 41 DEG. 13 MIN. 00 SEC. EAST -
1220.0 FEET DEED) ALONG AN INTERIOR LINE OF SAID 133.9 ACRE TRACT WITH THE
NORTHERLY LINE OF SAID 20 ACRE TRACT AND THIS TRACT, PASSING AT A DISTANCE
OF 554,19 FEET THE EAST LINE OF SAID LOT 5 AND WEST LINE OF SAID LOT 6 AND
CONTINUING FOR A TOTAL DISTANCE OF 1214.19 FEET TO A I/2" STEEL ROD WITH CAP
MARKED ARCENEAUX & GATES SET LOCATED ON THE EAST LINE OF SAID LOT 6 AND
WEST LINE OF SAID LOT 7 MARKING THE NORTHEAST CORNER OF SA[D 20 ACRE TRACT
AND THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT OF LAND, THIS POINT
ALSO MARKS AN INTERIOR "ELL" CORNER OF SAID 133.9 ACRE TRACT OF LAND;
THENCE SOUTH 48 DEG. 47 MIN. 30 SEC. EAST (SOUTH 48 DEG. 47 MIN. 00 SEC. EAST -
DEED) ALONG THE EASTERLY LINE OF SAID 20 ACRE TRACT AND THIS TRACT WITH THE -
COMMON LINE OF SAID LOTS 6 AND 7 AND AN INTERIOR LINE OF SAID 133.9 ACRE TRACT
A DISTANCE OF 714.10 FEET TO A 1/2" STEEL ROD WITH CAP MARKED ARCENEAUX &
GATES SET MARKING THE SOUTHEAST CORNER OF SAID 20 ACRE TRACT AND THE
SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT OF LAND, THIS POINT ALSO
MARKS THE COMMON CORNER OF SAID LOTS 6 AND 7 WITHLOTS 2 AND 3 OF BLOCK 1 I,
RANGE "O" AND AN INTERIOR "ELL" CORNER OF SAID 133.9 ACRE TRACT OF LAND, SAME
POINT ALSO BEARS NORTH 48 DEG. 47 MIN. 30 SEC. WEST (NORTH 48 DEG. 47 MIN. 00 SEC.
WEST P.A.L.C.O. - PLAT) A DISTANCE OF 1320.00 FEET FROM A 3/4" STEEL ROD FOUND
LOCATED ON THE COMMON BLOCK LINE OF BLOCK 10 AND BLOCK 1 I MARKING THE
COMMON CORNER OF LOTS 2 AND 3, BLOCK 11 WITH LOTS 6 AND 7, BLOCK 10, RANGE
"O" OF SAID PORT ARTHUR LAND COMPANY SUBDIVISION; ,
THENCE-SOUTH 41 DEG. 12 MIN. 30 SEC. WEST (SOUTH 41 DEG. 13 MIN. 00 SEC. WEST -
1220.00 FEET -DEED) ALONG THE SOUTHERLY LINE OF SAID 20 ACRE TRACT AND THIS
TRACT WITH AN INTERIOR LINE OF SAID 133.9 ACRE TRACT AND THE COMMON LOT LINE
OF. LOTS 3,4, 5 AND 6, PASSING AT A DISTANCE OF 660.0 FEET THE COMMON CORNER OF
LOTS 3 AND 4 WITH LOTS 5 AND 6 AND CONTINUING FOR A TOTAL DISTANCE OF 1215.53
FEET TO A 1/2" STEEL ROD WITH CAP MARKED ARCENEAUX & GATES SET LOCATED ON
THE SAID EASTERLY LINE OF SAID L.N.V.A. 100 FEET WIDE RIGHT OF WAY MARKING THE
SOUTHWEST CORNER OF SAID 20 ACRE TRACT AND THE SOUTHWEST CORNER OF THE
HEREIN DESCRIBED TRACT OF LAND, THIS POINT ALSO MARKS AN EXTERIOR "ELL"
CORNER OF SAID 133.9 ACRE TRACT OF LAND;
THENCE NORTH 48 DEG. 41 MIN. 01 SEC. WEST (NORTH 48 DEG. 47 MIN. 00 SEC
WEST -
DEED) ALONG SAID EASTERLY RIGHT OF WAY LINE WITH THE WESTERLY LINE
OF SAID
20 ACRE TRACT AND THIS TRACT A DISTANCE OF 714.10 FEET TO THE
NORTHWEST
CORNER AND PLACE OF BEGINNING AND CONTAINING IN AREA 867,532 SQUARE
FEET OR
19.916 ACRES OF LAND, MORE OR LESS.
BEING A 134.019 ACRE TRACT OR PARCEL OF LAND, ALL OF THAT SAME
TRACT OF LAND (CALLED 133.9 ACRES) AS CONVEYED BY DEED DATED
MARCH 01, 2005 BY SHERIFF'S DEED TO MOAK MORTGAGE AND
INVESTMENT COMPANY, RECORDED IN CLERK'S FILE NO.2005014347 OF
THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY, COUNTY CLERK'S
OFFICE, JEFFERSON COUNTY, TEXAS, SAID 134.019 ACRE TRACT ALSO
BEING ALL OF LOTS 1, 2, 3, 7 AND 8 AND A PORTION OF LOTS 4, 5 AND
6 BLOCK 11, RANGE "O" OF THE PORT ARTHUR LAND COMPANY
SUBDIVISION AS RECORDED IN VOLUME 1, PAGE 22 OF THE MAP
RECORDS OF SAID COUNTY, ALL BEING SITUATED IN AND A PART OF
THE B.B.B. & C. RR CO. SURVEYS, ABSTRACT NO.'S 83, 85 AND 86 OF
SAID COUNTY AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS;
FOR LOCATIVE PURPOSES, COMMENCE AT A 5/8" STEEL ROD FOUND
LOCATED IN DORSEY STREET RIGHT OF WAY, A 60 FEET WIDE PUBLIC
DEDICATED RIGHT OF WAY BY WAY OF THE MONTROSE ADDITION
SUBDIVISION PLAT TO THE CITY OF PORT ARTHUR, AS RECORDED IN
VOLUME 7, PAGE 69 OF SAID MAP RECORDS, THIS POINT ALSO BEING
LOCATED ON THE EASTERLY LINE OF THE LOWER NECHES VALLEY
AUTHORITY (L.N.V.A.) (FORMERLY NECHES CANAL COMPANY) 100
FEET WIDE RIGHT OF WAY AS RECORDED IN VOLUME 269, PAGE 421 OF
SAID DEED RECORDS AND ON THE COMMON BLOCK LINE OF BLOCK 12
AND BLOCK 13, RANGE "O" OF SAID PORT ARTHUR LAND COMPANY
SUBDNISION, SAME POINT MARKS THE NORTHWEST CORNER OF THAT
CERTAIN TRACT OF LAND (CALLED 96.585 ACRES) AS CONVEYED BY
DEED DATED MAY 3Q 1996 FROM ALMA HAYES TO ROBERT Q. KEITH
(99%) AND PORT ARTHUR LAND COMPANY, LTD. (O1%), RECORDED IN
CLERK'S FILE NO.'S 96-9617696 AND 96-9617697 OF SAID OFFICIAL PUBLIC
RECORDS;
THENCE SOUTH 26 DEG. 20 MIN. 45 SEC. EAST ALONG THE EASTERLY
LINE OF SAID L.N.V.A 100 FEET WIDE RIGHT OF WAY WITH THE
WESTERLY LINE OF SAID 96.585 ACRE TRACT A DISTANCE OF 2053.17
FEET TO A 5/8" STEEL ROD WITH ALUMINUM CAP IN CONCRETE FOUND
MARKING AN ANGLE POINT FOR CORNER;
THENCE SOUTH 48 DEG. 41 MIN. O1 SEC. EAST CONTINUING ALONG SAID
EASTERLY RIGHT OF WAY LINE WITH TFIE WESTERLY LINE OF SAID
96.585 ACRE TRACT, PASSING AT A DISTANCE OF 715.37 FEET A 5/8"
STEEL ROD WITH ALUMINUM CAP IN CONCRETE FOUND FOR
REFERENCE AND CONTINUING FOR A TOTAL DISTANCE OF 738.27 FEET
A 1/2" STEEL ROD WITH CAP MARKED ARCENEAUX & GATES SET
MARKBQG THE SOUTHWEST CORNER OF SAID 96.585 ACRE TRACT
LOCATED ON THE COMMON BLOCK LINE OF BLOCK 11 AND BLOCK 12
OF SAID PORT ARTHUR LAND COMPANY SUBDNISION, SAME POINT
ALSO MARKS THE NORTHWEST'CORNER OF SAID 133.9 ACRE TRACT
AND THE NORTHWEST CORNER AND PLACE OF BEGINNING OF THE
HEREIN DESCRIBED TRACT OF LAND;
THENCE NORTH 41 DEG. 13 MIN. 55 SEC. EAST (NORTH 41 DEG: 13 MIN.
00 SEC. EAST 2540.0 FEET -PLAT) ALONG THE COMMON LINE OF SAID
BLOCKS 11 AND 12 RANGE "O" WITH THE SOUTH LINE OF SAID 96.585
ACRE TRACT AND NORTH LINE OF SAID 133.9 ACRE TRACT AND THIS
TRACT A DISTANCE OF 1880.02 FEET (NORTH 41 DEG. 13 MIN. 11 SEC.
EAST - 1880.22 FEET -DEED 96.585 ACRE TRACT) TO A POINT MARKING
THE SOUTHEAST CORNER OF SAID 96.585 ACRE TRACT AND THE
COMMON LOT CORNER OF LOTS 1 AND 2, BLOCK 12, RANGE "O", AND
LOTS 7 AND 8, BLOCK 11, RANGE "O", THIS POINT ALSO MARKS THE
SOUTHEAST CORI~TER OF THAT CERTAIN TRACT OF' LAND (CALLED
TRACT 3) AS CONVEYED BY DEED DATED MAY 30, 1996 FROM SAID
ALMA HAYES TO SAID ROBERT Q. KEITH (99%) AND SAID PORT ARTHUR
LAND COMPANY, LTD. (O1%) RECORDED IN CLERK'S FILE NO. 96-9617898
AND 96-96 17899 OF SAID OFFICIAL PUBLIC RECORDS;
THENCE NORTH 41 DEG. 31 MIN. 41 SEC. EAST (NORTH 41 DEG. 13 MIN.
00 SEC. EAST 660.0 FEET -PLAT) CONTINUING ALONG THE SAID
COMMON BLOCK LINE WITH THE SOUTH LINE OF SAID TRACT 3 AND
NORTH LINE OF SAID 133.9 ACRE TRACT AND THIS TRACTA DISTANCE
OF 655.58 FEET TO A POINT MARKING THE NORTHEAST CORNER OF
SAID 133.9 ACRE TRACT AND THE NORTHEAST CORNER OF THE HEREIN
DESCRIBED TRACT OF LAND, THIS POINT ALSO BEING LOCATED ON
THE EAST LINE OF RANGE "O" AND THE WEST LINE OF RANGE "N" AND
ALSO MARKS THE NORTHEAST CORNER OF LOT 8, BLOCK 11, RANGE
"O", THE NORTHWEST CORNER OF LOT S, BLOCK 1 1, RANGE "N", THE
SOUTHEAST CORNER OF LOT I, BLOCK 12, RANGE "O" AND THE
SOUTHWEST CORNER OF LOT 4, BLOCK 12, RANGE "N", SAME POINT
ALSO MARKS THE NORTHWEST CORNER OF THAT CERTAIN TRACT OF
LAND AS CONVEYED BY DEED DATED AUGUST 10, 1983'FROM
NORTHWEST ACADEMY, INC. ET AL TO THE JEFFERSON COUNTY
DRAINAGE DISTRICT NO. 7, RECORDED IN FILM CODE FILE NO. 100-31-
0504 OF THE REAL PROPERTY RECORDS OF SAID COUNTY;
THENCE SOUTH 48 DEG. 44 MIN. 11 SEC. EAST (SOUTH 48 DEG. 47 MIN. 00
SEC. EAST 2640.0 FEET -PLAT) ALONG THE SAID COMMON LINE OF
RANGE "N" AND RANGE "O" WITH THE WEST LINE OF SAID DRAINAGE
DISTRICT NO. 7 TRACT AND EAST LINE OF SAID 133.9 ACRE TRACT AND
THIS TRACT PASSING AT A DISTANCE OF 2609.77 FEET A %:" STEEL ROD
WITH CAP MARKED ARCENEAUX & GATES SET FOR REFERENCE AND
CONTINUING FOR A TOTAL DISTANCE OF 2639.77 FEET TO A %" STEEL
ROD WITH CAP MARKED ARCENEAUX & GATES SET MARKING THE
COMMON CORNER OF LOT 1, BLOCK 11, RANGE "O", LOT.4, BLOCK 11,
RANGE "N", LOT 8, BLOCK T0, RANGE "O" AND LOT 5, BLOCK 10, RANGE
"N", THIS POINT ALSO MARKS THE SOUTHWEST CORNER OF SAID
DRAINAGE DISTRICT NO. 7 TRACT, THE SOUTHEAST CORNER OF SAID
133.9 ACRE TRACT AND THE SOUTHEAST CORNER OF THE HEREIN
^
DESCRIBED TRACT OF LAND, SAME POINT ALSO BEING LOCATED ON
A SEGMENT OF THE NORTH LINE OF THAT CERTAIN TRACT OF LAND
(CALLED TRACT 3 - 340.159 ACRES) AS CONVEYED BY DEED DATED
AUGUST 27, 1999 FROM AMOCO PRODUCTION COMPANY TO ANGEL MID
JEFF COUNTY, J.V., RECORDED IN CLERK'S FILE NO. 1999035119 OF SAID
OFFICIAL PUBLIC RECORDS;
THENCE SOUTH 41 DEG. 12 MIN. 30 SEC. WEST (SOUTH 41 DEG. 13 MIN.
00 SEC. WEST 2540.0 FEET -PLAT) ALONG THE COMMONZINE OF
BLOCKS 10 AND 11-WITH THE NORTH LINE OF SAID 340.159 ACRE TRACT _:
AND THE SOUTH LINE OF SAID 133.9 ACRE-TRACT AND THIS TRACT,
PASSING AT A DISTANCE OF 1320.00 FEET TO A 314" STEEL ROD FOUND
MARKING THE NORTHWEST CORNER OF SAID 340.159 ACRE TRACT AND
THE NORTHEAST CORNER OF THAT CERTAIN TRACT OF LAND (CALLED
62.14 ACRES) AS CONVEYED BY DEED DATED MARCH 8, 2002 FROM
ALON PETROLEUM PIPELINE COMPANY, INC. TO ATOFINA
PETROCHEMICALS, INC., RECORDED IN CLERK'S FILE NO.2002009663 OF
SAID OFFICIAL PUBLIC RECORDS AND CONTINUING ALONG SAID
COMMON BLOCK LINE WITH THE NORTH LINE OF SAID 62.14 ACRE
TRACT AND SOUTH LINE OF SAID 133.9 ACRE TRACT AND THIS TRACT
FOR A TOTAL DISTANCE OF 2538.02 FEET TO A 1/2" STEEL ROD WITH CAP
MARKED ARCENEAUX & GATES SET LOCATED ON THE EASTERLY LINE
OF SAID L.N.V.A. 100 FEET WIDE CANAL RIGHT OF WAY MARKING THE
NORTHWEST CORNER OF SAID 62.14 ACRE TRACT, THE SOUTHWEST
CORNER OF SAID 133.9 ACRE TRACT AND THE SOUTHWEST CORNER OF
THE HEREIN DESCRIBED TRACT OF LAND;
THENCE NORTH 48 DEG. 41 MIN. O1 SEC. WEST (NORTH 48 DEG. 47 MIN.
00 SEC. WEST 1320.0 FEET -PLAT) ALONG THE SAID L.N.V.A. EASTERLY
RIGHT OF WAY LINE WITH THE LOWER WEST LINE OF SAID 133.9 ACRE
TRACT AND THIS TRACT A DISTANCE OF 1320.00 FEET TO A %" STEEL
ROD WITH CAP MARKED ARCENEAUX & GATES SET MARKING AN
EXTERIOR "ELL" FOR CORNER OF SAID 133.9 ACRE TRACT AND THE
HEREIN DESCRIBED TRACT OF LAND,.THIS POINT ALSO MARKS THE
SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND (CALLED 20
ACRES) AS CONVEYED BY DEED DATED JUNE 6, 1951 FROM THE MARY
WOODWORTH TRUST ESTATE TO THE PORT ARTHUR INDEPENDENT
SCHOOL DISTRICT; RECORDED IN VOLUME 816, PAGE O1 OF THE DEED
RECORDS OF SAID COUNTY;
THENCE NORTH 41 DEG. 12 MIN. 30 SEC. EAST (NORTH 41 DEG. 13 MIN.
00 SEC. EAST 1220.0 FEET -DEED -20 ACRES) ALONG THE SOUTH LINE
OF SAID 20 ACRE TRACT WITH AN INTERIOR LINE OF 133.9 ACRE TRACT
AND THE COMMON-LINE OF LOTS 3, 4, 5 AND 6, BLOCK 11, RANGE "O"
A DISTANCE OF1215.53 FEET TO A 1/2"STEEL ROD WITH CAP MARKED
ARCENEAUX & GATES SET MARKING THE COMMON CORNER OF LOTS
2, 3, 6 AND 7, BLOCK 11, RANGE "O" THE SOUTHEAST CORNER OF SAID
20 ACRE TRACT, AN INTERIOR "ELL" CORNER OF SAID 133.9 ACRE
TRACT AND AN INTERIOR "ELL" CORNER OF THE HEREIN DESCRIBED
TRACT OF LAND;
THENCE NORTH 48 DEG. 47 MIN. 30 SEC. WEST (NORTH 48 DEG. 47 MIN.
00 SEC. WEST 714.10 FEET -DEED 20 ACRES) ALONG THE EAST LINE OF
SAID 20 ACRE TRACT AND COMMON LINE OF LOTS 6 AND 7 WITH AN
INTERIOR LINE OF SAID 133.9 ACRE TRACT AND THIS TRACT A
DISTANCE OF 714.10 FEET TO A Yz" STEEL ROD WITH CAP MARKED
ARCENEAUX & GATES SET MARKING THE NORTHEAST CORNER OF
SAID 20 ACRE TRACT,~AN INTERIOR "ELL" CORNER OF SAID 133.9 ACRE
TRACT AND AN INTERIOR "ELL" CORNER OF THE HEREIN DESCRIBED
TRACT OF LAND;
THENCE SOUTH 41 DEG. 12 MIN. 30 SEC. WEST (SOUTH 41 DEG. 13 MIN.
00 SEC. WEST 1220.0 FEET -DEED 20 ACRES) ALONG THE NORTH LINE OF
SAID 20 ACRE TRACT WITH AN INTERIOR LINE OF THIS TRACT A
DISTANCE OF 1214.19 FEET TO A 'h" STEEL ROD WITH CAP MARKED
ARCENEAUX & GATES SET LOCATED ON THE SAID L.N.V.A. CANAL
EASTERLY RIGHT OF WAY LINE MARKING THE NORTHWEST CORNER
OF SAID 20 ACRE TRACT, AN EXTERIOR "ELL" CORNER OF SAID 133.9
ACRE TRACT AND AN EXTERIOR "ELL" CORNER OF THE HEREIN
DESCRIBED TRACT OF LAND;
THENCE NORTH 48 DEG. 41 MIN. O1 SEC. WEST (NORTH 48 DEG. 47 MIN.
00 SEC. WEST 605.90 FEET -DEED 20 ACRES) ALONG THE SAID L.N.V.A.
CANAL EASTERLY RIGHT OF WAY LINE WITH THE UPPER WEST LINE OF
SAID 133.9 ACRE TRACT AND THIS TRACT A DISTANCE OF 610.10 FEET
TO THE NORTHWEST CORNER AND PLACE OF BEGINNING AND
CONTAINING IN AREA 5,837,859 SQUARE FEET OR 134.019 ACRES OF
LAND, MORE OR LESS.
EXHIBIT 2
Four storage tanks with a working capacity of 300,000
barrels each; and
Measurement and pumping. equipment necessary to receive
crude oil from the Port Arthur .Express Pipeline at a
rate of up to 40,000 BPH and re-deliver crude oil to
Motiva's Port Arthur Refinery (PAR) and other Port
Arthur area Delivery points on the 24-inch and the TOPS
36-inch pipelines at rates of up to 40,000 BPH
z.tops tax abatement agreement
- ~
=1
Z^UWYEil100B~ZTOVb_TNtIb~TEMEM NGftEEMEM.pOG 18
EXHIBIT 3
The minimum value of the facilities once constructed
will be $220,000,000 as denoted in the Abatement
application.
z.tops tax abatement agreement
ZYAHHEPo2YOEIZ.TOPS TAX PBAIEMEM AGREEMENi.OOC 19