HomeMy WebLinkAboutPR 22340: HAULIN GAS, LLC, EDC k., _: ...7 ,
\\ . , /
PORT*ARThUR
ONOMIC DEVELOPMENT CORPORATION
INTEROFFICE MEMORANDUM
Date: January 24, 2022
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: George Davis, Interim CEO Port Arthur EDC
RE: PR 22340—An Economic Incentive Contract and Loan Agreement between the
City of Port Arthur Section 4A Economic Development Corporation and Haulin
Gas, LLC in an amount not to exceed$490,516.00; Funds available in EDC
Account No. 120-80-625-5478-00-00-000
Introduction:
The intent of this Agenda Item is to seek City Council's approval of an Economic Incentive
Contract& Loan Agreement between the City of Port Arthur Section 4A Economic
Development Corporation and Haulin Gas, LLC in an amount of$490,516.00
Background:
Haulin Gas, LLC has presented a qualifying application to the PAEDC for an incentive toward
the expansion of their fuel distribution operations in Port Arthur. The PAEDC has approved
offering an incentive in the amount of$490,516.00 to be utilized toward the purchase four(4)
new semi-trucks and tanker trailers for the project. In return, Haulin Gas, LLC has agreed to
continue conducting its business operations in Port Arthur during the term of the incentive
contract and promises to employ nineteen (19) additional full-time employees that are Port
Arthur residents creating an annualized payroll of$84,000.00 per employee.
Budget Impact:
$490,516.00
Recommendation:
It is recommended that the City Council of the City of Port Arthur approve an Economic
Incentive Contract& Loan Agreement between the City of Port Arthur Section 4A Economic
Development Corporation and Haulin Gas, LLC
P. R. No. 22340
1/21/2022 KVM
RESOLUTION NO.
A RESOLUTION APPROVING AN ECONOMIC INCENTIVE
CONTRACT & LOAN AGREEMENT BETWEEN THE CITY OF
PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION AND HAULIN GAS,LLC IN AN AMOUNT NOT
TO EXCEED $490,516.00; FUNDS AVAILABLE IN EDC
ACCCOUNT NO. 120-80-625-5478-00-00-000
WHEREAS, the City Council of the City of Port Arthur deems it in the public interest to
authorize the City of Port Arthur Section 4A Economic Development Corporation(the"PAEDC")
to enter into an Economic Incentive Contract & Loan Agreement (the"Agreement")with Haulin
Gas, LLC; and
WHEREAS, PAEDC has reviewed Haulin Gas, LLC's incentive application,
accompanying financial statements and proposals for the expansion of their fuel distribution
operations; and
WHEREAS, the PAEDC Board of Directors has concluded that the expenditures found
for the purchase of equipment necessary for the expansion will promote or develop new or
expanded business enterprises in the City of Port Arthur and that Haulin Gas, LLC's proposed
project qualifies as a Section 4A economic development project as set forth in the Economic
Development Act; and
WHEREAS, PAEDC agrees to a conditional incentive to Haulin Gas, LLC in the amount
of$490,516.00 to go toward the purchase of four(4) new semi-trucks and tanker trailers; and
WHEREAS, in consideration of the Agreement, Haulin Gas, LLC shall be obligated to
achieve employment of nineteen(19)additional full-time employees that are Port Arthur residents
with an annualized payroll of$84,000.00 per employee; and
WHEREAS, Haulin Gas, LLC has reviewed and approved the Agreement attached hereto
as Exhibit"A".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council of the City of Port Arthur authorizes the Port Arthur
Section 4A Economic Development Corporation to enter into the Economic Incentive Contract &
Loan Agreement with Haulin Gas, LLC, and the President and Secretary of PAEDC arc authorized
to sign the Agreement in substantially the same form attached hereto as Exhibit"A".
Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes
of the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2022,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers
NOES:
Thurman Bartie, Mayor
N1370989 P,,c 2
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
George vis nterim PAEDC CEO
APPROVED AS TO FORM:
21c9arz AEorney
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
0 C /A
Kandy Dan4;Interim Finance Director
al370989 Page 3
EXHIBIT "A"
ECONOMIC INCENTIVE CONTRACT AND LOAN AGREEMENT
BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND HAULIN GAS, LLC.
Executive Summary
Haulin Gas, LLC ("Incentive Recipient") is a Texas Limited Liability Corporation
located in Port Arthur, Texas. Incentive Recipient is locally owned and wishes to grow the
family wholesale fuel distribution business located at 2950 Turtle Creek Drive in the City of Port
Arthur, Texas (the "City"). Incentive Recipient proposes to utilize incentive funds acquired
through the Port Arthur Section 4A Economic Development Corporation (the "PAEDC") to
assist in its business expansion. The City will benefit significantly with continued growth in
Haulin Gas LLC. fuel transportation business to meet the needs of local fuel retailers in
supporting fuel distribution business. Haulin Gas LLC. is requesting grant funds to purchase four
semi-trucks and tanker trailers. Haulin Gas LLC. will be committed to investing in seven trucks,
seven tanker trailers, and 19 new employees to bring this venture into fruition. PAEDC shall
assist Incentive Recipient in this business by providing certain agreement with incentives which
shall include a conditional grant/loan in exchange for certain agreements by Incentive Recipient
for creation of full-time permanent employment at the Project and designated levels of payroll.
Incentive Recipient will be provided a credit against payroll paid to full-time employees who are
residents of Port Arthur as outlined in the Performance Milestone Schedule. Incentive Recipient
has been advised that as a condition of the Economic Incentive by PAEDC, Incentive Recipient
must continue conducting its business operations in Port Arthur during the term of the Incentive
Contract. Incentive Recipient has agreed to obtain a letter of credit to securitize the loan
provided by PAEDC.
PAEDC has agreed as a consideration for the promise and performance of Incentive
Recipient to reimburse Incentive Recipient in accordance with the Agreement for the acquisition
by Incentive Recipient of the stated equipment to be incorporated into the Project.
PAEDC conditionally grants to Haulin Gas, LLC, a Texas corporation, the amount of
$490,516.00 to go towards the purchase of four semi-trucks and tanker trailers. Incentive
Recipient shall have the period outlined in the Performance Milestone Schedule attached to the
Agreement to meet its promised performance under the Agreement, and to provide all reports
and other affirmative commitments as outlined in the Agreement.
If Incentive Recipient breaches or defaults under this Agreement, then any funds granted
by PAEDC will automatically convert to a loan for a period of three (3) years from the date of
default, and an interest rate of ten percent(10%)per annum.
Incentive Recipient agrees to send PAEDC reports each quarter on the status of the
Improvements and the proposed commercial development as outlined in the Performance
Milestone Schedule of this Agreement.
ECONOMIC INCENTIVE CONTRACT & AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND HAULIN GAS,LLC.
INTRODUCTION
Haulin Gas, LLC ("Incentive Recipient") is a Texas Limited Liability Corporation located in
Port Arthur, Texas. Incentive Recipient is locally owned and wishes to grow the family
wholesale fuel distribution business located at 2950 Turtle Creek Drive in the City of Port
Arthur, Texas (the "City"). Incentive Recipient proposes to utilize incentive funds acquired
through the Port Arthur Section 4A Economic Development Corporation (the "PAEDC") to
assist in its business expansion. The City will benefit significantly with continued growth in
Haulin Gas LLC. fuel transportation business to meet the needs of local fuel retailers in
supporting fuel distribution business. Haulin Gas LLC. is requesting grant funds to purchase four
semi-trucks and tanker trailers. Haulin Gas LLC. will be committed to investing in seven trucks,
seven tanker trailers, and 19 new employees to bring this venture into fruition. PAEDC shall
assist Incentive Recipient in this business by providing certain agreement with incentives which
shall include a conditional grant/loan in exchange for certain agreements by Incentive Recipient
for creation of full-time permanent employment at the Project and designated levels of payroll.
Incentive Recipient will be provided a credit against payroll paid to full-time employees who are
residents of Port Arthur as outlined in the Performance Milestone Schedule. Incentive Recipient
has been advised that as a condition of the Economic Incentive by PAEDC, Incentive Recipient
must continue conducting its business operations in Port Arthur during the term of the Incentive
Contract. Incentive Recipient has agreed to obtain a letter of credit to securitize the loan
provided by PAEDC.
AGREEMENT DATES
AGREEMENT START DATE
1. This Economic Development Conditional Grant Agreement (the "Agreement") is entered
into with an effective date of , 2022,but in no case later than
2022, by and between the City of Port Arthur Section 4A Economic Development
Corporation("PAEDC") and Incentive Recipient.
AGREEMENT END DATE
2. This Agreement expires thirty(30) days after Incentive Recipient either performs fully or
breaches the Agreement, subject to earlier termination voluntary or involuntary, as
provided per Section 31.
Pa ge 12
PARTIES
3. City of Port Arthur Section 4A Economic Development Corporation("PAEDC"), located
at 501 Procter Street, Port Arthur, Texas 77640, is a corporation. It is duly authorized to
do business in the State of Texas under Chapter 501, 504 Texas Local Government Code
(the "Act" or "Development Corporation Act") and duly authorized by Resolution of the
City Council of the City of Port Arthur to enter into this Agreement. So authorized and
as provided by the PAEDC bylaws, the President and Secretary of the PAEDC Board
have the authority to execute this Agreement.
4. Hauling Gas LLC., a Texas corporation located at 2950 Turtle Creek Drive in the City of
Port Arthur, Texas 77642. Farhana Swati is the registered agent for Hauling Gas LLC., a
Texas corporation located at 2950 Turtle Creek Drive, Port Arthur,Texas 77642.
CONDITIONS PRECEDENT
5. This Agreement has no legal consequences unless and until:
a. Both the PAEDC Board and the City of Port Arthur City Council approve the
Agreement in its final form; and
b. Incentive Recipient delivers to PAEDC quarterly status reports reflecting the
progress of hiring the nineteen (19) employees and provides PAEDC evidence of
completion of the qualifying new employees no later than June 30, 2026.
PROMISED PERFORMANCE
6. The parties agree to perform as follows:
a. Performance by PAEDC
(1) PAEDC shall conditionally grant Incentive Recipient an amount not to exceed
$490,516.00, subject to the conditions and limitations herein, which Incentive
Recipient shall not be required to repay unless Incentive Recipient breaches this
Agreement. If Incentive Recipient breaches this Agreement, then the grant will
become a loan as provided in the Conditional Commercial Promissory Note (the
"Note") attached hereto as Exhibit"E".
(2) PAEDC will use its best efforts to reimburse Incentive Recipient within forty-five
(45) days of receipt for the capital expenditures for the equipment.
i. Incentive Recipient shall make a good faith effort to hire Port Arthur
residents for all 19 positions with an average annualized payroll of
$84,000.00 per employee. Incentive Recipient shall partner with Lamar
State College Port Arthur's CDL program to identify Port Arthur
residents/students interested in seeking career as CDL hazmat endorsed
drivers.
Yagc 13
ii. Incentive Recipient shall generate sales tax revenue for Port Arthur by
additional spending of people employed by Incentive Recipient
approximately $19,000.00 and additional fuel tax Income of $46,800.00
from purchase 4-5 thousand gallons of fuel per week within the city limits.
These are PAEDC's only obligations and are not legally required to provide any
other financial support.
b. Performance by Incentive Recipient
i. Incentive Recipient shall hire all new employees as outlined in the
Performance Milestones referenced in Exhibit"B."
ii. Incentive Recipient shall provide PAEDC with quarterly reports detailing
the progress in hiring and its efforts with Lamar State College Port
Arthur's CDL program.
iii. Incentive Recipient will use its best efforts to ensure that Port Arthur,
Texas residents are hired for all 19 new positions to the maximum extent
feasible.
iv. Incentive Recipient must complete the hiring of all new employees within
thirty-six (36)months from the date this Agreement is executed.
v. Incentive Recipient will utilize the incentive to purchase equipment at a
value not less than $490,516.00.
vi. As the conditional grant provided by PAEDC to Incentive Recipient is to
be secured by Letter of Credit contained in Exhibit"C".No PAEDC funds
will be distributed until the Letter of Credit is secured and provided to
PAEDC.
vii. On written demand by PAEDC and in response to Incentive Recipient's
failure to achieve a performance milestone, Incentive Recipient shall
provide PAEDC within 10 business days following receipt of such written
demand with assurances that it has both the intention and capabilities to
perform fully its Agreement dual obligations.
(C) CREDITS—SUBSTITUTE PERFORMANCE
Incentive Recipient may earn credits according to the following terms, to either
reduce the duration of this Agreement or reduce the amount of liquidated damages in
the event Incentive Recipient breaches the Agreement.
(1) Starting on the effective date of the Agreement and for as long as Incentive
Recipient performs as specified in Section 5(b)(1) of this Agreement, Incentive
Page 14
Recipient will receive a $1.00 credit for each $7.71 of payroll paid to residents of
Port Arthur. PAYROLL TO NON-RESIDENTS CANNOT BE CREDITED.
(2) Total credits cannot exceed$490,516.00.
(3) Incentive Recipient will forfeit any credits it earned during a period for which a
report is scheduled, but for which Incentive Recipient failed to issue the report
pursuant to the Performance Milestone Schedule within 10 days after receipt of
written notice from PAEDC that such report is past due.
(4) Once Incentive Recipient has earned credits equal to $490,516.00, the conditional
grant/loan and all obligations to PAEDC shall terminate.
INCENTIVE RECIPIENT'S PERFORMANCE MILESTONE SCHEDULE
7. Although failure to achieve a performance milestone is not a breach of Agreement, a
failure is grounds for PAEDC to demand reasonable assurances' from Incentive
Recipient that it can and will fully perform its Contractual obligations. Failure to provide
demanded assurances is a breach of Agreement.
8. Incentive Recipient's performance milestones are contained in Exhibit"B."
PAEDC's CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY
9. The PAEDC's sole liability/obligations, if any, shall be to Incentive Recipient and shall
be limited to the conditional incentive obligations detailed in this Agreement. The
PAEDC shall not be liable, in Agreement or otherwise, to Incentive Recipient, or to any
person or entity claiming by or through Incentive Recipient., for any expense,
expenditure or cost incurred by or on behalf of Incentive Recipient related to the hiring of
new employees made the basis of this Agreement.
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT BY INCENTIVE RECIPIENT.
10. In the event Incentive Recipient breaches this Agreement or does not fulfill its obligation
to complete infrastructure improvements per Section 6 (b) in order to provide PAEDC
certificates of occupancy, Incentive Recipient will not be reimbursed for costs incurred
by them for infrastructure improvements and this Agreement shall be terminated.
11. It is expressly understood and agreed by the parties that any right or remedy shall not
preclude the exercise of any other right or remedy under this Agreement or under any
provision of law, nor shall any action be taken in the exercise of any right or remedy by
deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy
' Examples of reasonable assurances are copies of pending Agreement s and commitment letters.
Is
hereunder shall not constitute a waiver of the right to exercise that or any other right or
remedy at any time.
RECORDS/INSPECTION/PAEDC AUDIT
12. Incentive Recipient shall maintain records as necessary to allow the PAEDC to audit in
compliance with this Agreement and the representations and warranties contained herein
and in Incentive Recipient's application.
13. Incentive Recipient shall give the PAEDC, or any of its duly authorized representatives,
access to and right to examine all books, accounts, records, reports, files and other
papers, things or property belonging to or in use by Incentive Recipient pertaining to this
Agreement. Such rights to access shall continue as long as the records are maintained by
Incentive Recipient. Incentive Recipient agrees to maintain such records in and
accessible location. Driver's license information is appropriate for interim reporting of
Port Arthur residents hired. The reporting objective is to include documentation
necessary for PAEDC to verify Incentive Recipient's reports without further outside
inquiry.
14. All records pertinent to this Agreement shall be retained by Incentive Recipient at least
three (3) years following the date of termination of this Agreement, whether said
termination is a result of default or whether said termination is a result of final
submission of a close out report by Incentive Recipient detailing Incentive Recipient's
compliance with its obligations provided herein. Further, in the event any litigation,
claim or audit arising out of or related to this Agreement is instituted before the
expiration of the three (3) year period and extends beyond the tree (3) year period, the
records will be maintained until all litigation, claims, or audit findings involving this
Agreement and the records made the basis of same has been resolved.
15. Upon written request, Incentive Recipient shall provide PAEDC with all reports
reasonably necessary for PAEDC to comply with the Development Corporation Act.
16. It is expressly understood and agreed by the parties hereto that if Incentive Recipient fails
to submit to PAEDC in a timely and satisfactory manner any report required by this
Agreement, PAEDC, may at its sole discretion, demand assurances that Incentive
Recipient can and will fully perform its Contractual obligations. If Incentive Recipient
fails to provide adequate assurances in ten (10) business days then Incentive Recipient is
in breach and PAEDC is not obligated to reimburse Incentive Recipient for expenses
incurred for infrastructure improvements.
17. The PAEDC reserves the right, from time to time, to carry out field inspections/audits to
ensure compliance with the requirements of this Agreement. After completion of any
such audit, the PAEDC, at its option, may provide Incentive Recipient with a written
report of the audit findings. If the audit report details deficiencies in Incentive Recipient
performance under the terms and conditions of this Agreement, the PAEDC may
I' a i s 16
establish requirements for the timely correction of any such deficiencies by Incentive
Recipient.
HOLD HARMLESS
18. INCENTIVE RECIPIENT SHALL INDEMNIFY, DEFEND AND HOLD THE PAEDC
AND THE CITY (TOGETHER THE "INDEMNIFIED PARTIES")HARMLESS FROM
ALL INJURIES, CLAIMS, LIABILITIES, COSTS OR DAMAGES (INCLUDING
COURT COSTS AND REASONABLE ATTORNEY'S FEES) SUSTAINED BY OR
THREATENED AGAINST ANY OF THE INDEMNIFIED PARTIES FOR INJURY
OR DEATH TO PERSONS OR PHYSICAL DAMAGE TO PROPERTY ARISING
OUT OR RELATING TO THE PERFORMANCE BY INCENTIVE RECIPIENT OF
ITS OBLIGATION UNDER THIS AGREEMENT.
SUBCONTRACTORS
19. Incentive Recipient may subcontract obligations under this Agreement; however,
Incentive Recipient, in subcontracting for any performances described in this Agreement,
expressly understands that PAEDC is in no way liable to Incentive Recipient's
subcontractor(s).
20. Incentive Recipient is responsible for performances, as if such performances rendered
were rendered by Incentive Recipient. PAEDC maintains any right of action which may
exist or which may be subsequently accrue to PAEDC under this Agreement.
21. Incentive Recipient, as well as all of its subcontractors, shall comply with all applicable
federal, state, and local laws, regulations, and ordinances relating to the operations and
activities of the redevelop of the Building.
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION
22. Conflict of Interest: No employee, agent, officer or elected or appointed official of the
City of Port Arthur or the PAEDC who has participated in a decision making process
related to this Agreement (without recusing him/herself and executing a conflict
affidavit) may obtain a personal or financial interest or benefit from an PAEDC assisted
activity, or have an interest in any Agreement , subcontractors , or agreement (or
proceeds thereof) with respect to an PAEDC assisted activity, during their tenure or for
one (1) year thereafter. Incentive Recipient shall ensure compliance with applicable
provisions of the Act and Chapter 171, Local Government Code.
23. Disclosure: In conjunction with execution of this Agreement, Incentive Recipient has
fully disclosed to PAEDC all known and potential owners of interests in Incentive
Recipient and its general partner (whether stockholder, manager, member or otherwise).
In the event of any change in ownership or control of Incentive Recipient of five percent
(5 %) or greater, Incentive Recipient shall notify PAEDC in writing. Further, Incentive
Recipient shall be obligated to notify in writing the PAEDC in the event any time prior
' age 17
to, during or one(1) year after the term of this Agreement, any City or PAEDC employee
or representative or any third party with a conflict of interest obtains or proposes to
obtain a financial benefit, direct or indirect, from Incentive Recipient or its general
partner. Failure to provide said notice immediately or no later than five (5)business days
after receipt of information shall constitute a default herein.
NONDISCRIMINATION/EMPLOYMENT/REPORTIN G
24. Incentive Recipient shall ensure that no person shall on the grounds of race, color,
religion, sex,handicap, or national origin be excluded from participation in,be denied the
benefits of, or be subjected to discrimination under any employment activity.
Additionally:
(a) To the greatest extent feasible opportunities for training and employment arising in
connection with the planning and carrying out of any project assisted with PAEDC
funds provided under this Agreement be given to Port Arthur residents; and
(b) To the greatest extent feasible, agreements for work to be performed in connection
with any such project be awarded to Port Arthur residents and businesses, including,
but not limited to, individuals or firms doing business in the field of planning,
consulting, design, architecture, building construction, rehabilitation, maintenance, or
repair, which are located in or owned in substantial part by persons residing in the
City of Port Arthur,Texas.
LEGAL AUTHORITY
25. Incentive Recipient assures and guarantees that Incentive Recipient possesses legal
and/or corporate authority to enter into this Agreement, and to perform the services
Incentive Recipient has obligated to perform hereunder and has provided, and will in the
future provide, as requested by the PAEDC, such corporate resolutions necessary to
evidence this authority.
26. The person or persons signing and executing this Agreement on behalf of Incentive
Recipient, or representing themselves as signing and executing this Agreement on behalf
of Incentive Recipient, do hereby warrant and guarantee that he, she or they have been
duly authorized by Incentive Recipient to execute this Agreement on behalf of Incentive
Recipient and to validly and legally bind Incentive Recipient to all terms, performances,
and provisions herein set forth.
NOTICE OF LEGAL OR REGULATORY CLAIMS AGAINST INCENTIVE RECIPIENT.
27. Incentive Recipient shall give PAEDC immediate notice in writing of 1) any legal or
regulatory action, including any proceeding before an administrative agency filed against
Incentive Recipient, directly or indirectly; and 2) any material claim against Incentive
Recipient or its general partner, which may impact continued operations. For purposes
Page IS
herein, "material" claims shall mean claims in excess of$50,000. Except as otherwise
directed by PAEDC, Incentive Recipient shall furnish immediately to PAEDC copies of
all pertinent documentation of any kind received by Incentive Recipient with respect to
such action or claim.
CHANGES AND AMENDMENTS
28. Except as specifically provided otherwise in this Agreement, any alterations, additions,
or deletions to the terms of this Agreement shall be by amendment in writing and
executed by all parties to this Agreement.
29. It is understood and agreed by the parties hereto that performances under this Agreement
must be rendered in accordance with the Act, the regulations promulgated under the Act,
the assurances and certifications made to PAEDC by Incentive Recipient, and the
assurances and certifications made to the City of Port Arthur with regard to the hiring of
the new employees. Based on these considerations, and in order to ensure the legal and
effective performance of this Agreement by all parties, it is agreed by the parties hereto
that the performances under this Agreement may be amended in the following manner:
PAEDC may from time to time during the period of performance of this Agreement issue
policy directives which serve to establish interpret or clarify performance requirements
under this Agreement consistent with the intent of the parties. Such policy directives
shall be promulgated by the PAEDC Board of Directors in the form of PAEDC issuances
shall be approved by the City Council and shall have the effect of qualifying the terms of
this Agreement and shall be binding upon Incentive Recipient, as if written herein.
30. Any alterations, additions, or deletions to the terms of this Agreement which are required
by changes in federal, state, or local law are automatically incorporated into this
Agreement without written amendment hereto, and shall become effective on the date
designated by such law or regulation. Incentive Recipient agrees to comply with all
federal, state, and local laws whether existing or hereinafter enacted.
DEFAULT/TERMINATION
31. In the event of default of any of the obligations of Incentive Recipient detailed herein or
in the event of breach of any of the representations of or warranties of Incentive
Recipient either detailed herein or in Incentive Recipient's application to the PAEDC,the
PAEDC may, at its sole and exclusive option and remedy, terminate this Agreement, in
whole or in part. In the event of such termination, but subject to the provisions hereof, in
addition to (i) any other remedies available to the PAEDC as provided by the laws of the
State of Texas or(ii) any other remedies available to the PAEDC as provided herein, the
PAEDC may, at its sole option:
(a) Declare the Commercial Promissory Note executed in conjunction with this
Agreement immediately effective;
rage 19
(b) Exercise any remedies provided herein and/or within any Collateral Security
Documents;
(c) Withhold, whether temporarily or otherwise, disbursement of grant proceeds pending
correction of the deficiency(s)by Incentive Recipient;
(d) Disallow all or a part of the incentives which are not in compliance with the terms
and conditions of this Agreement or in compliance with the representations and
warranties contained within this Agreement and Incentive Recipient's application to
the PAEDC;
(e) Withhold and/or disallow further PAEDC incentives to Incentive Recipient; and
(f) Exercise any and all other remedies that may be legally available to the PAEDC,
under the laws of the State of Texas and as authorized by the terms and conditions of
this Agreement.
32. In addition to the foregoing, the parties agree that this Agreement may be terminated at
any time when both parties agree, in writing, to the terms and conditions of any such
voluntary termination.
INCENTIVE RECIPIENT AUDITS
33. If directed by the PAEDC Board, Incentive Recipient shall arrange for a compliance audit
by a certified public accountant to verify performances reported under this Agreement.
34. Incentive Recipient shall take all necessary actions to facilitate the performance of any
and all such audits, whether annual, mandatory, or otherwise requested under this
Agreement.
35. Subject to financial privacy requirements of Incentive Recipient and properly designated
requests for non-disclosure due to proprietary reasons, all approved audit reports may be
made available for public disclosure to the extent required by the Public Information Act.
ENVIRONMENTAL CLEARANCE REQUIREMENTS
36. Incentive Recipient understands and agrees that by execution of this Agreement,
Incentive Recipient shall be responsible for making all reasonable efforts in providing to
PAEDC all information, concerning this PAEDC funded project, required for PAEDC to
meet its responsibilities for environmental review, decision making, and other action
which applies to PAEDC in accordance with and to the extent specified in federal, state,
and local law. Incentive Recipient further understands and agrees that Incentive
Recipient shall make all reasonable efforts to assist PAEDC in handling inquiries and
Page 110
complaints from persons and agencies seeking redress in relation to environmental
reviews covered by approved certifications.
ORAL AND WRITTEN CONTRACTS/PRIOR AGREEMENTS
37. All oral and written contracts between the parties to this Agreement relating to the subject
matter of this Agreement that were made prior to the execution of this Contract have been
reduced to writing and are contained in this Contract.
38. The documents listed below are hereby made a part of this Agreement for all purposes,
and constitute promised performances by Incentive Recipient and/or PAEDC, as the case
may be, in accordance with this Agreement:
a. Exhibit "A" Hauling Gas LLC., Grant Application for PAEDC for funding
b. Exhibit"B" Performance Milestones
c. Exhibit"C" Certification Regarding Lobbying
d. Exhibit"D" Compliance Statement
e. Exhibit"E" Commercial Promissory Note
f. Exhibit"F" Letter of Credit
VENUE
39. For purposes of litigation that may accrue under this Agreement, venue shall lie in
Jefferson County,Texas where substantially all the performance will occur.
ADDRESS OF NOTICE AND COMMUNICATIONS
City of Port Arthur Section 4A Economic Development Corporation
501 Procter Street
Port Arthur,Texas 77640
ATTN: Chief Executive Officer
Haulin Gas LLC.
2950 Turtle Creek Drive
Port Arthur,Texas 77642
ATTN: FARHANA SWATI
CAPTIONS
40. This Agreement has been supplied with captions to serve only as a guide to the contents.
The captions do not control the meaning of any paragraph or in any way determine its
interpretation or application.
1'a g e I11
COMPLIANCE WITH FEDERAL,STATE AND LOCAL LAWS
41. Incentive Recipient shall comply with all federal, state, and local laws, statutes,
ordinances, resolutions, rules, regulations, orders and decrees of any court or
administrative body or tribunal related to Incentive Recipient's performance under this
Agreement. Upon request by PAEDC or by the City of Port Arthur, Incentive Recipient
shall furnish reasonable satisfactory proof of its compliance herewith including execution
of the Certification Regarding Lobbying attached hereto as Exhibit "C" and the
Compliance Statement attached hereto as Exhibit"D".
ASSIGNMENT
42. This Agreement may not be assigned by Incentive Recipient to another entity unless and
until the PAEDC,by the action of the PAEDC Board, approves the assignment.
SUPPLEMENTAL COVENANT
43. Incentive Recipient and any branch, division or department of Incentive Recipient
certifies that they have not and will not knowingly employ an "undocumented worker" which
means "an individual who, at the time of employment, is not lawfully admitted for permanent
residence to the United States or authorized under law to be employed in that manner in the
United States."
44. Incentive Recipient acknowledges that it has reviewed Chapter 2264, Texas
Government Code and hereby affirmatively agrees by execution of this Agreement to repay the
amount of any incentive with interest at the rate of ten (10%) percent per annum not later than
the 120th day after the date PAEDC notifies Incentive Recipient of a violation.
45. Incentive Recipient acknowledges PAEDC may bring a civil action or cover any
amounts owed under this Chapter and further acknowledges that PAEDC may recover court
costs and reasonable attorneys' fees incurred in an action brought under §2264.101(a). Incentive
Recipient is not liable for a violation of this Chapter by a subsidiary, affiliate or franchisee of the
Incentive Recipient or by a person with whom the Incentive Recipient contracts.
P a g r 112
ATTORNEY APPROVALS
APPROVED AS TO FORM:
Frank Garza, General Counsel for PAEDC
VERIFIED AS CONSISTANT
WITH CITY COUNCIL RESOLUTION: Resolution Number :
Valencia Tizeno, City Attorney
P _ c 113
CONTRACT EXECUTION
CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION
SIGNED AND AGREED TO on the day of , 2022.
By: By:
Darrell Anderson President Secretary
Witness Witness
Page 114
HAULING GAS LLC.,A TEXAS CORPORATION
SIGNED AND AGREED TO on the day of , 2022.
By:
FARHANA SWATI,CHIEF EXECUTIVE OFFICER
Witness
�1s
EXHIBIT "A"
Haulin Gas LLC., Grant Application
16
EXHIBIT "B"
PERFORMANCE MILESTONE SCHEDULE
Haulin Gas LLC.
DATE MILESTONE
(a) August 31, 2022 Haulin Gas will issue a status report on the purchase of
equipment to PAEDC
December 31, 2022 Haulin Gas will issue a payroll status report for Port Arthur
residents hired in 2022
June 30, 2023 Haulin Gas will issue a status report to PAEDC on business
operations
(b) December 31, 2023 Achieve full-time permanent employment of ten(10) Port Arthur
Residents with an average annualized payroll of$84,000.00 per
employee
(c) December 31. 2023 Haulin Gas' average annualized payroll for the ten(10)
permanent Port Arthur Residents is not less than$840,000.00
(d) June 30, 2024 Haulin Gas will provide PAEDC with W-2's for all permanent
Port Arthur Residents Employed during 2022 and 2023 and issue
a status report to PAEDC on business operations
(e) December 31, 2024 Haulin Gas will employ an additional six (6)permanent Port
Arthur Residents with an average annualized payroll of
$84,000.00 per employee
(f) December 31, 2024 Haulin Gas total payroll for permanent Port Arthur Resident
employees for years ending 2022, 2023, and 2024 should be not
less than$2,184,000.00
(g) June 30, 2025 Haulin Gas will provide PAEDC with W-2's for permanent Port
Arthur Resident employees Employed during 2024 and issue a
status report to PAEDC on business operations
Haulin Gas total payroll for permanent Port Arthur Resident
(h) December 31. 2025 employees for years ending 2022, 2023, 2024, and 2025 should
be not less than$3,780,000.00
Haulin Gas will provide PAEDC with W-2's for permanent Port
(i) June 30, 2026 Arthur Resident employees Employed during 2025. File is
closed
17
EXHIBIT "C"
CERTIFICATION REGARDING LOBBYING
For Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his knowledge and belief, that:
1. No funds have been paid or will be paid, by or on behalf of the undersigned, to
any person for influencing or attempting to influence an officer or employee of
any agency, a member of the City or of the PAEDC in connection with the
awarding of any contract, the making of any grant, the making of any loan, the
entering into of any cooperative agreement, or modification of any contract, grant,
loan, or cooperative agreement.
2 The undersigned shall require that the language of this certification be included in
the award documents for all sub-awards at all tiers (including subcontracts, sub-
grants, and contracts under grants, loans, and cooperative agreements), and that
all Subs shall certify and disclose accordingly.
This certification is material representation of fact which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction.
Ilaulin Gas LLC.
Date: By:
FARHANA SWATI,CHIEF EXECUTIVE OFFICER
Page 118
EXHIBIT "D"
COMPLIANCE STATEMENT
Haulin Gas LLC., hereby certifies that it has fully complied with Local
Government Code §176.006, as amended, which mandates the disclosure
requirements for persons who contract or seek to contract with a local
governmental entity.
Haulin Gas LLC.,
•
Date: By:
FARHANA SWATI,CHIEF EXECUTIVE OFFICER
I' a 119
EXHIBIT "E"
CONDITIONAL COMMERCIAL PROMISSORY NOTE
Port Arthur,Texas
This COMMERCIAL PROMISSORY NOTE becomes effective on the date when Haulin Gas
LLC., a Texas Corporation (hereinafter called "Maker") breaches that certain Economic Incentive
Contract and Loan Agreement between the City of Port Arthur Section 4A Economic
Development Corporation(hereinafter called"Lender")and Maker,dated , 2022
Effective Date of Note: The Note shall be dated effective the day of
202 which is the date upon which Lender provided notification to Maker of its default under the
Economic Incentive Contract & Loan Agreement (the "Agreement") by and between Lender and
Maker dated ,2021 ("Date of Default").
Principal Amount: Principal amount is $ , which is $ less the incentive
credits earned by Maker according to the Agreement(described hereinabove).
Term of the Loan: From the Date of Default, Maker shall thereafter make equal monthly
installments of principal and interest (interest being calculated as hereinafter specified at the rate of
10% per annum) until (the "Final Payment Date"). Lender shall provide to
Maker, a payment amortization schedule for the monthly installments due hereunder. Maker agrees
that all principal and interest on this Note shall be due and payable by the Final Payment Date.
FOR VALUE RECEIVED, the undersigned "Maker", promises to pay to Lender, at its office at
P.O. Box 1089, Port Arthur, Texas, 77640-1089, or such other place or places as the holder hereof
shall from time to time designate in written notice to Maker, the principal amount, in legal and
lawful money of the United States of America, together with interest thereon from the date hereof
until maturity at the rate of ten percent(10%)per annum as detailed herein.
All past due principal and interest shall bear interest from date of maturity until paid at the
rate of fifteen percent (15%) per annum, or to the maximum extent allowed by law (whichever is
greater) as may hereafter be in effect,payable on demand after maturity.
Any notices required or permitted to be given by the holder hereof to Maker pursuant to the
provisions of this note shall be m writing and shall be either personally delivered or transmitted by
first class United States mail, addressed to Maker at the address designated below for receipt of
notice(or at such other address as Maker may, from time to time, designate in writing to the holder
hereof for receipt of notices hereunder). Any such notice personally delivered shall be effective as
of the date of delivery, and any notice transmitted by mail, in accordance with the foregoing
provisions, shall be deemed to have been given to and received by Maker as of the date on which
such notice was deposited with the United States Postal Service, properly addressed and with
postage prepaid.
This note is also secured by and entitled to the benefits of all other security agreements,
pledges, collateral assignments, deeds of trust, guaranties, mortgages, assignments, and lien
instruments, if any, of any kind executed by Maker or by any other party as security for any loans
owing by Maker to the Lender. Such lien instruments shall include those executed simultaneously
herewith,those heretofore executed,and those hereafter executed.
If any installment or payment of principal or interest of this note is not paid when due or any
drawer, acceptor,endorser, guarantor, surety, accommodation party or other person now or hereafter
primarily or secondarily liable upon or for payment of all or any part of this note (each hereinafter
called an "other liable party") shall die, or become insolvent (however such insolvency may be
evidenced); or if any proceeding, procedure or remedy supplementary to or in enforcement of
Page I20
judgment shall be resorted to or commenced against Maker or any other liable party,or with respect
to any property of any of them; or if any governmental authority or any court at the instance thereof
shall take possession of any substantial part of the property of or assume control over the affairs or
operations of, or a receiver shall be appointed for or take possession of the property of, or a writ or
order of attachment or garnishment shall be issued or made against any of the property of Maker or
any other liable party; or if any indebtedness for which Maker or any other liable party is primarily
or secondarily liable shall not be paid when due or shall become due and payable by acceleration of
maturity thereof, or if any event or condition shall occur which shall permit the holder of any such
indebtedness to declare it due and payable upon the lapse of time, giving of notice or otherwise; or
if Maker or any other liable party (if other than a natural person) shall be dissolved, wound up,
liquidated or otherwise terminated, or a party to any merger or consolidation without the written
consent of Lender; or if Maker or any other liable party shall sell substantially all or an integral
portion of its assets without the written consent of Lender; or if Maker or any other liable party fails
to furnish financial information requested by Lender; or if Maker or any other liable party furnishes
or has furnished any financial or other information or statements which are misleading in any
respect; or if a default occurs under any instrument now or hereafter executed in connection with or
as security for this note; or any event occurs or condition exists which causes Lender to in good
faith deem itself insecure or in good faith believe the prospect of payment or performance by Maker
or any other liable party under this note, under any instrument or agreement executed in connection
with or as security for this note, or under any other indebtedness of Maker or any other liable party
to Lender is impaired; thereupon, at the option of Lender, the principal balance and accrued interest
of this note and any and all other indebtedness of Maker to Lender shall become and be due and
payable forthwith without demand, notice of default, notice of acceleration, notice of intent to
accelerate the maturity hereof, notice of nonpayment, presentment,protest or notice of dishonor, all
of which are hereby expressly waived by Maker and each other liable party. Lender may waive any
default without waiving any prior or subsequent default.
If this note is not paid at maturity whether by acceleration or otherwise, and is placed in the
hands of any attorney for collection, or suit is filed hereon, or proceedings are had in probate,
bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection
hereof, Maker and each other liable party agree to pay Lender its collection costs, including court
costs and a reasonable amount for attorney's fees.
It is the intention of Maker and Lender to conform strictly to applicable usury laws.
Accordingly, if the transaction contemplated hereby would be usurious under applicable law, then,
in that event, notwithstanding anything to the contrary herein or in any agreement entered into in
connection with or as security for this note, it is agreed as follows: (i) the aggregate of all
consideration which constitutes interest under applicable law that is taken, reserved, contracted for,
charged or received under this note or under any of the other aforesaid agreements or otherwise in
connection with this note shall under no circumstances exceed the maximum amount of interest
allowed by applicable law, and any excess shall be credited on this note by the holder hereof(or, if
this note shall have been paid in full, refunded to Maker); (ii) in the event that maturity of this note
is accelerated by reason of an election by the holder hereof resulting from any default hereunder or
otherwise, or in the event of any required or permitted prepayment, then such consideration that
constitutes interest may never include more than the maximum amount allowed by applicable law,
and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as
of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited on this
note (or if this note shall have been paid in full, refunded to Maker); and (iii) all calculations of the
rate of interest taken, reserved, contracted for, charged or received under this note or under any of
the other aforesaid agreements or otherwise in connection with this note, that are made for the
purpose of determining whether such rate exceeds the maximum lawful rate shall be made, to the
extent permitted by applicable law, by amortizing, prorating, allocating, and spreading such interest
over the entire term of the loan evidenced by this note(including all renewal and extended terms).
Maker may prepay all or any part of the principal of this note before maturity without
penalty. No partial prepayment shall reduce, postpone or delay the obligation of Maker to continue
P a _ e 121
paying the installments herein provided on their respective due dates following any such partial
prepayment until this note is fully paid.
The Maker shall be directly and primarily liable for the payment of all sums called for
hereunder; and, except for notices specifically required to be given by the holder hereof to Maker
pursuant to the earlier provisions of this note, Maker and each other liable party hereby expressly
waive demand,presentment for payment, notice of nonpayment,protest, notice of protest, notice of
intention to accelerate maturity,notice of acceleration of maturity, and all other notice, filing of suit
and diligence in collecting this note or enforcing or handling any of the security therefor, and do
hereby agree to any substitution, exchange or release,in whole or in part, of any security here-for or
the release of any other liable party, and do hereby consent to any and all renewals or extensions
from time to time, of this note, or any part hereof, either before or after maturity, all without any
notice thereof to any of them and without affecting or releasing the liability of any of them. Each
holder hereof, in order to enforce payment of this note by any other liable party, shall be required to
first institute suit or exhaust its remedies against Maker and to enforce its rights against any security
therefor prior to enforcing payment of this Note by any other liable party.
SIGNED AND AGREED TO on the day of , 2022.
Haulin Gas LLC.,
By:
FARHANA SWATI
Its:CHIEF EXECUTIVE OFFICER
THE STATE OF TEXAS §
§ ACKNOWLEDGEMENT
COUNTY OF JEFFERSON §
BEFORE ME, THE UNDERSIGNED Notary Public, on this day personally appeared
FARHANA SWATI known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same as the act and deed of Haulin
Gas LLC., for the purposes and consideration therein expressed, and the Capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
,2022.
Notary Public, State of Texas
I' a ,_ c 122
MAKERS' ADDRESS FOR RECEIPT OF NOTICE:
Haulin Gas LLC.
2950 Turtle Creek Drive
Port Arthur,Texas 77642
ATTN: FARHANA SWATI
I' . c 1 23
EXHIBIT "F"
LETTER OF CREDIT
Pape I2a