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HomeMy WebLinkAboutPR 23162: LNG, PROJECT P.R. No. 23162 05/11/2023 ht RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN INDUSTRIAL DISTRICT AGREEMENT WITH PORT ARTHUR LNG PHASE II, LLC AND PALNG COMMON FACILITIES COMPANY, LLC FOR THE PORT ARTHUR LNG EXPANSION PROJECT WHERAS,pursuant to Resolution 19-245(as amended),the City of Port Arthur entered into a new Industrial District Agreement with Port Arthur LNG. LLC and PALNG Common Facilities Company, LLC for the construction of a new liquefied natural gas facility in the City's Extraterritorial Jurisdiction (ETJ)/Industrial District; and WHEREAS, Port Arthur LNG Phase II, LLC and PALNG Common Facilities Company, LLC have informed the City of its plans to expand the previously authorized Port Arthur Liquefaction Terminal by constructing and operating two additional liquefied natural gas (LNG) facilities to increase the terminal's maximum natural gas liquefaction capabilities; and WHEREAS, PALNG Common Facilities Company, LLC ("PALNG") is the fee simple owner of the property where the expansion will take place and Port Arthur LNG Phase II,LLC is the project company which will own the two additional facilities; and WHEREAS, the City has deemed it appropriate to enter into a separate industrial district agreement with Port Arthur LNG Phase,II,LLC and PALNG Common Facilities Company,LLC,as it pertains to the handling of the property and its facilities; 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 its citizens to enter into an Industrial District Agreement with Port Arthur LNG Phase II, LLC and PALNG Common Facilities Company, LLC exclusively for expansion of its new facility. 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 Phase II,LLC and PALNG Common Facilities Company, LLC., in substantially the same form as attached hereto as Exhibit"A". 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.,2023, at a Meeting of the City Council of the City of Port Arthur,by the following vote: AYES: Mayor: Councilmembers: • NOES: Thurman Bill Bartie, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: fr( C2— Valecia R. zen , City Attorney APPROVED FOR ADMINISTRATION: Ronald Burton. City Manager EXHIBIT "A" 1 2 STATE OF TEXAS § 3 § 4 COUNTY OF JEFFERSON § 5 6 INDUSTRIAL DISTRICT AGREEMENT 7 8 This INDUSTRIAL DISTRICT AGREEMENT (this "Agreement") is made 9 and entered into to be effective , 2023 (the "Effective 10 Date") , by and among the City of Port Arthur (hereinafter referred 11 to as the "City") , a home rule municipality governed under the 12 laws of the State of Texas, and Port Arthur LNG Phase II, LLC, a 13 Delaware limited liability company (hereinafter referred to as the 14 "Project Company") and its affiliate, PALNG Common Facilities 15 Company, LLC, a Delaware limited liability company (hereinafter 16 referred to as "PALNG") . The Project Company and PALNG together 17 own and/or lease real property located in the City' s 18 extraterritorial jurisdiction, and together plan to develop, 19 construct, own, operate, and maintain an LNG terminal (the 20 "Facility") on such real property; Project Company and PALNG are 21 referred to collectively in this Agreement as "Property Owners" . 22 As used in this Agreement, an "affiliate" of Property Owners 23 includes any person or entity which, directly or indirectly, 24 through one or more intermediaries, controls, or is controlled by, 25 or is under common control with the Project Company or PALNG. For 26 purposes of this definition, the term "control" (including the 27 terms "controlled by" and "under common control with") means the 28 possession, directly or indirectly, of the power to direct or cause Port Arthur LNG Phase II, LLC Industrial District Agreement 29 the direction of the management and policies of a person or entity, 30 whether through the ownership of voting securities, by contract or 31 otherwise; and 32 WHEREAS, Property Owners wish to develop, construct, own, 33 operate and maintain the Facility on the real property owned in 34 fee by PALNG, a portion of which will be leased to the Project 35 Company; and 36 WHEREAS, pursuant to Section 42 . 001 of the Texas Local 37 Government Code, the Legislature declares it the policy of the 38 State of Texas to designate certain areas as the extraterritorial 39 jurisdiction of municipalities to promote and protect the general 40 health, safety, and welfare of persons residing in and adjacent to 41 the municipalities; and 42 WHEREAS, the extraterritorial jurisdiction (hereinafter 43 referred to as the "ETJ") of the City is the unincorporated area 44 that is contiguous to the corporate boundaries of the City and 45 that is located within 3-1/2 miles of the boundaries of the City; 46 and 47 WHEREAS, pursuant to Section 42 . 044 of the Texas Local 48 Government Code, the governing body of a municipality may designate 49 any part of its extraterritorial jurisdiction as an industrial 50 district and may treat the designated area in a manner considered 51 by the governing body to be in the best interests of the 52 municipality; and 2 Port Arthur LNG Phase II, LLC Industrial District Agreement 53 WHEREAS, the Property Owners owns and/or leases land that is 54 located in the ETJ of the City which was previously designated as 55 an industrial district . Exhibit "A" represents a true, correct and 56 complete legal description and map depiction of said land owned in 57 fee by and/or leased by the Property Owners (hereinafter referred 58 to as the "Affected Area") ; and 59 WHEREAS, pursuant to Section 42 . 044 of the Texas Local 60 Government Code, the City may make written agreements with owners 61 of land in an industrial district; and 62 WHEREAS, this Agreement is authorized under Sections 43. 0116 63 and 212. 172 of the Texas Local Government Code, Vernon' s Texas 64 Code Annotated and Article I, Sections 5 and 6 of the City' s 65 Charter, and the parties agree that the terms of this Agreement 66 are reasonable, appropriate, and not unduly restrictive of 67 business activities; and 68 WHEREAS, this Agreement includes provisions concerning being 69 tangible property, real, personal and mixed owned and/or leased by 70 the Property Owners in the Affected Area; and 71 WHEREAS, in previous Industrial District Agreements, the City 72 has articulated its concern regarding the unemployment rate of 73 Port Arthur residents in an effort to maximize job opportunities 74 for Port Arthur residents and contracting opportunities for Port 75 Arthur businesses and contractors; and 3 Port Arthur LNG Phase II, LLC Industrial District Agreement 76 WHEREAS, the City created the Port Arthur Business Enterprise 77 (PABE) program, with a goal of improving opportunities for its 78 residents and businesses; and 79 WHEREAS, the City is interested in working with industry to 80 obtain information on current hiring and procurement efforts, 81 including results, and to increase employment opportunities for 82 Port Arthur residents and procurement for Port Arthur businesses; 83 and 84 WHEREAS, the Property Owners plan to make an estimated capital 85 investment of approximately $4 billion in the Affected Area; and 86 WHEREAS, the City and the Property Owners desire to enter 87 into an Industrial District Agreement with respect to the Affected 88 Area in the City' s ETJ; and 89 WHEREAS, the Property Owners agree to provide written reports 90 to the City regarding its hiring and procurement practices on a 91 semi-annual basis as it pertains to the Project (as defined in 92 Exhibit A) ; and 93 WHEREAS, this Agreement shall be effective and binding on the 94 parties hereto upon execution hereof on behalf of all parties to 95 this Agreement and governs the City contractual relationship with 96 the Property Owners; and 97 WHEREAS, the City finds that the provisions set forth in this 98 Agreement are in the best interests of the City and beneficial to 99 the general health, safety, and welfare of its residents; and 4 Port Arthur LNG Phase II, LLC Industrial District Agreement ��x 100 WHEREAS, the Property Owners find that this Agreement is 101 beneficial to its and its affiliates' business operations . 102 NOW, THEREFORE, in consideration of the premises and the 103 mutual agreements of the parties contained herein, the City and 104 the Property Owners agree with each other as follows as it pertains 105 to the Affected Area described in Exhibit "A" : 106 Section 1 : ETJ Status, City Services and Code Enforcement 107 108 (a) Pursuant to Section 42 . 044 of the Texas Local Government 109 Code, and subject to the terms and provisions of this Agreement, 110 the City agrees and guarantees that during the Term of this 111 Agreement (as defined in Section 29 of this Agreement) , the 112 Affected Area shall be immune from annexation and shall continue 113 to retain its status as part of the City' s ETJ/Industrial District, 114 except as otherwise expressly provided herein. 115 (b) the Property Owners and the City agree that, the City 116 shall have no obligation to provide City services to the Property 117 Owners in the Affected Area and that the City will not extend any 118 services to Property Owners in the Affected Area unless and to the 119 extent that the City and the Property Owners enter into a 120 subsequent separate written agreement pursuant to which the 121 Property Owners contracts to obtain City services, including but 122 not limited to water utility service, at the Property Owner' s 123 expense. The City will not require the Property Owners to adhere 124 to City codes such as the regulation of plats and subdivisions of 125 land, the imposition of building, electrical, or plumbing 5 Port Arthur LNG Phase II, LLC Industrial District Agreement 126 inspections, and related code requirements. If Property Owners 127 enter into a separate contract with the City for the provision of 128 services, they will adhere to all City codes. The Property Owners 129 agree not to imprudently discharge storm water or contribute to 130 flooding on adjacent property. 131 Section 2 . Description of Affected Area and Reports 132 133 (a) The City hereby designates the portion of the City' s ETJ 134 described and depicted on Exhibit "A", being the Affected Area, 135 which contains all of the land owned and/or leased by the Property 136 Owners in the City' s ETJ, as an Industrial District. The Property 137 Owners hereby certify that Exhibit "A" represents a true, correct 138 and complete legal description and map depiction of all of the 139 land owned and/or leased by the Property Owners in the "Affected 140 Area. 141 (b) On or before May 1 of each year during the term of this 142 Agreement, the Property Owners shall furnish to the City a written 143 report listing the names and addresses of all persons and entities 144 who (i) store any tangible personal property on the land in the 145 Affected Area with the Property Owners (hereinafter referred to as 146 "products in storage") , and (ii) are in the possession or under 147 the management of the Property Owners on January 1 of such year, 148 and such report shall give a general description of such products 149 in storage. The Property Owners shall file all reports required by 150 the chief appraiser of the Jefferson County Appraisal District 151 ("JCAD") under Section 22 . 04, as it may be amended, of the Texas 6 Port Arthur LNG Phase II, LLC Industrial District Agreement 152 Property Tax Code relating to (i) third parties' property that is 153 in the Affected Area and in the Property Owners' or one of their 154 affiliate' s possession or under Property Owners' or one of their 155 affiliate' s management by bailment, lease, consignment, or other 156 arrangement, and (ii) storage space leased or otherwise provided 157 to third parties for storage of personal property in the Affected 158 Area . 159 Section 3 . Payments by the Property Owners 160 (a) The City levies ad valorem taxes for general revenue 161 purposes on the value of land, improvements, certain tangible 162 personal, and/or mixed property located within its corporate 163 limits. 164 If the Affected Area were located within the corporate limits 165 of the City, it would be subject to such levy. 166 In consideration for the City' s agreements contained herein, 167 the Property Owners agree to make a payment to the City in lieu of 168 such taxes on the behalf of the Property Owners (hereinafter 169 referred to as an "In Lieu of Payment" for each "Tax Year" (as 170 hereinafter defined) ) during the term of this Agreement as provided 171 herein. As used herein, the term "Tax Year" has the meaning 172 assigned to that term in Section 1. 04 as amended, of the Texas 173 Property Tax Code (i. e. , the calendar year) . The "Payment Period" 174 of this Agreement shall be fifteen (15) years which shall commence 175 with the Tax Year 2026 (January 1, 2026) . Such commencement shall 176 be extended only by an action of the City Council upon receipt of 7 .. Port Arthur LNG Phase II, LLC Industrial District Agreement 177 a written request from the Property Owners stating that the 178 commencement of construction is delayed beyond calendar year 2026 179 due to Force Majeure events . The City will not unduly withhold 180 the extension. Notwithstanding anything contained herein, the 181 Payment Period shall consist of fifteen (15) years in total . 182 (b) On or before October 15th of each Tax Year during the 183 Payment Period, except as otherwise provided in Section 19 (c) , the 184 Property Owners, will remit to the City an "In Lieu of Payment" 185 equal to : the Taxable Value of the Property in the Affected Area 186 as determined for such Tax Year multiplied by the applicable 187 Discounted Rate percentage for the Tax Year as delineated in the 188 table below (the "Discounted Rate") then further multiplied by the 189 City' s property tax rate for such Tax Year. 190 For purposes of illustration, the In Lieu of Payment owed for 191 Tax Year 2026 shall be due on October 15, 2026 . 192 The Parties agree to the following Discounted Rate Table as 193 it pertains to the calculation of the In Lieu of Payment described 194 in this Section of the Agreement: 195 196 (Remainder of page intentionally left blank) 197 8 Port Arthur LNG Phase II, LLC Industrial District Agreement Tax Payment Year Tax Year (beginning Discounted Period No . January 1st) Rate Year 1 2026 Construction Period 25% Year 1 2 2027 Construction Period 20% Year 2 3 2028 Construction Period 15% Year 3 4 2029 Post Construction 10% Year 4 5 2030 Post Construction 10% Year 5 6 2031 Post Construction 10% Year 6 7 2032 Post Construction 20% Year 7 8 2033 Post Construction 30% Year 8 9 2034 Post Construction 30% Year 9 10 2035 Post Construction 40% Year 10 11 2036 Post Construction 45% Year 11 12 2037 Post Construction 50% Year 12 13 2038 Post Construction 55% Year 13 14 2039 Post Construction 60% Year 14 15 2040 Post Construction 65% Year 15 198 199 The Property Owners will report and certify to the City the 4 200 requisite investment in the Affected Area within 120 days after 201 the completion of construction. 202 For the purpose of this Agreement, the Taxable Value and the 203 Appraised Value (as hereinafter defined) will be calculated based 204 upon data from accounts related to the Affected Area. 205 (c) On or before October 1st of each Tax Year during the 206 Payment Period of this Agreement, the City will submit to the 207 Property Owners a statement setting forth the calculation of the 208 In Lieu of Payment due for such Tax Year. 209 (d) For the purposes of this Agreement, `Taxable Value" 210 means, for any Tax Year, the Appraised Value of the Owner' s real 9 Port Arthur LNG Phase II, LLC Industrial District Agreement 211 property, tangible personal property, or mixed property that is 212 situated on the Affected Area as determined for such Tax Year by 213 the Chief Appraiser of JCAD for the property tax purposes of 214 Jefferson County, Texas, as of January 1 of such Tax Year, minus 215 the exempt value of pollution control property. For the purposes 216 of this Agreement, `Appraised Value" means, for any Tax Year, the 217 appraised value of all property (being tangible property, real, 218 personal and mixed owned and/or leased by the Property Owners) 219 located in Affected Area as determined for such Tax Year by the 220 Chief Appraiser of JCAD for the property tax purposes of Jefferson 221 County, Texas, as of January 1 of such Tax Year; the Appraised 222 Value also includes the appraised value of any Property that is 223 located in a foreign trade zone or any other type of federal, state 224 or local zone. 225 Additionally, the Property Owners' Taxable Value for the 226 purposes of this Agreement for any Tax Year will include the 227 Taxable Value of all tangible personal property located and stored 228 on the Affected Area that is owned by third parties and is in the 229 possession or under the management of the Property Owners or their 230 affiliates by bailment, lease, consignment, or any other 231 arrangement with the Property Owners or one of their affiliates 232 ("products in storage") on January 1 of such Tax Year. 233 (e) For illustration purposes only, assume that for Tax Year 234 2 of the Payment Period that the Taxable Value of the property in 235 the Affected Area ("Property") is $200, 000, 000 and that the City' s 10 Port Arthur LNG Phase II, LLC Industrial District Agreement 236 property tax rate for such Tax Year is $ . 792 per $100 of Taxable 237 Value . The In Lieu of Payment for such Tax Year under this 238 Agreement would be $316, 800 calculated as follows : 239 $200, 000, 000 X 20o X $ . 792/$100 = $316, 800 . 240 (f) On or before March 31 in Tax Year 11, the City shall 241 calculate the "Average Taxable Value" of the Property in the 242 Affected Area for Tax Years 6 through 10 . The Average Taxable 243 Value shall be determined by adding the actual Taxable Value of 244 the Property in the affected area for each of Tax Years 6 through 245 10 and dividing by 5 . If the Average Taxable Value of the in the 4 246 Affected Area for Tax Years 6 through 10 is less than 247 $4, 100, 000, 000, then the In Lieu of Payment for each of Tax Years 248 6 through 10 shall be recalculated using a Discounted Rate that is 4 249 increased by 3% over the applicable Discounted Rate set forth in 250 the table above (each a "Recalculated In Lieu of Payment") . The 251 "Taxable Value Penalty" for Tax Years 6 through 10 shall be 252 calculated by subtracting the total In Lieu of Payments paid by 253 Property Owners for Tax Years 6 through 10 from the sum of the 254 Recalculated In Lieu of Payments for Tax Years 6 through 10 . 255 Property Owners shall pay the Taxable Value Penalty simultaneous 256 with its payment of the In Lieu of Payment owed for Tax Year 11 . 257 (g) On or before March 31 of the calendar year immediately 258 following Tax Year 15, the City shall calculate the "Average 259 Taxable Value" of the Property in the Affected Area for Tax Years 260 11 through 15 in the same manner described in subparagraph (f) 11 Port Arthur LNG Phase II, LLC Industrial District Agreement 261 above . If the Average Taxable Value of the Property in the 262 Affected Area for Tax Years 11 through 15 is less than 263 $3, 500, 000, 000, then the In Lieu of Payment for each of Tax Years 264 11 through 15 shall be recalculated using a Discount Rate that is 265 increased by 3% over the applicable Discount Rate set forth in the 266 table above (each a "Recalculated In Lieu of Payment") . The Taxable 267 Value Penalty for Tax Years 11 through 15 shall be calculated by 268 subtracting the total In Lieu of Payments paid by Property Owners 269 for Tax Years 11 through 15 from the sum of the Recalculated In 270 Lieu of Payments for Tax Years 11 through 15 . Property Owners 271 shall pay the Taxable Value Penalty on or before October 15 of the 272 calendar year immediately following Tax Year 15 . 273 (h) Independent of Property Owners' obligation to pay the In 274 Lieu of Payments during the Payment Period, Property Owners shall 275 pay to the City the sum of $50, 000 on or before 45 days after the 276 Effective Date . 277 Section 4 . PABE Program, Port Arthur Semi-Annual Employment 278 Roundtable Program and First Source Referral 279 280 The City recognizes that proactive steps must be taken to 0 281 help ensure that Port Arthur business enterprises thrive and 282 continue to benefit our community economically and socially. 283 Therefore, the City created the Port Arthur Business Enterprise 284 Program (the "PABE Program") which is designed to promote spending 285 with qualified Port Arthur business enterprises (each an "PABE" as 286 such term is defined below) by companies that have industrial 12 Port Arthur LNG Phase II, LLC Industrial District Agreement 287 district agreements with the City, as well as to increase the 288 diversity of Port Arthur businesses from which such companies 289 procure goods and services so that the pool of such businesses is 290 representative of the business community at large. The Property 291 Owners agree to participate in the PABE Program as provided in 292 this Agreement . 293 As used herein, "PABE" means a Port Arthur business 294 (including, but not limited to, a Port Arthur minority and/or women 295 owned business enterprise ("MWBE", a Port Arthur historically 296 underutilized business ("HUB", and a Port Arthur disadvantaged 297 business enterprise ("DBE") ) that has been certified as a PABE 298 under the procedures and criteria specified in the PABE Program as 299 determined by the City Council of the City, but such term shall 300 not include any Port Arthur business that has ceased to be so 301 certified. 302 Property Owners agree to participate in the advisory board 303 set up by the City and other companies that have entered into 304 industrial district agreements with the City, to implement the 305 goals and objectives for the PABE program, as requested by the 306 City and for so long as such advisory board is active. The advisory 307 board will meet as needed and will be facilitated by a party 308 mutually agreeable to the City and the advisory board (referred to 4 309 herein as the "PABE Facilitator") . The PABE Facilitator will be 310 paid a stipend which shall be prorated equally among the parties 311 to the industrial district agreements, and the Property Owners 13 Port Arthur LNG Phase II, LLC Industrial District Agreement 312 agree to pay its prorated share of such stipend, provided that the 313 Property Owners' prorated share of such stipend shall not exceed 314 $250 . 00 per year. 315 The Property Owners agree to make commercially reasonable 316 efforts to consider, and to have its affiliates and Nested 317 Contractors consider, the use of certified PABEs, to the extent 318 qualified as set forth in the next paragraph, to facilitate the 319 goals of the PABE Program. 320 Notwithstanding the foregoing, none of Property Owners, its 321 affiliates, or Nested Contractors (as hereinafter defined) shall 322 be obligated under any provision of this Agreement (i) to amend or 323 otherwise change, or attempt to amend or otherwise change, any 324 agreement existing as of the date hereof, or (ii) to hire or retain 325 any person, or to award any contract for materials, supplies, 326 equipment or services to any vendor, supplier, professional, 327 contractor or subcontractor. Property Owners, their affiliates or 328 Nested Contractors shall decide, in their sole discretion, whether 329 any certified PABE (A) is qualified, is willing to perform the 330 work, and satisfies all of the Property Owners' normal standards 331 for employment, and (B) such vendor, supplier, professional, 332 contractor or subcontractor is qualified, financially sound, has 333 an adequate safety record, is willing to perform the work, or 334 provide the materials or services, in the time required and in a 335 competitive manner, and is the lowest qualified responsive bidder 336 who meets any other applicable bid specifications . 14 Port Arthur LNG Phase II, LLC Industrial District Agreement 337 The Property Owners, during the Term of this Agreement, 338 together with the City' s staff, will participate in a Semi-Annual 339 Employment Roundtable Program facilitated by the City, as more 340 fully provided for herein. It shall be the sole obligation of the 341 City to organize the Semi-Annual Employment Roundtable Program and 342 invite Property Owners to attend. The goal of the Semi-Annual 343 Employment Roundtable Program is to address employment and 344 training issues that are essential to the hiring of Port Arthur 345 residents as employees of Property Owners and their Nested 346 Contractors (as hereinafter defined) . The Semi-Annual Employment 347 Roundtable Program will also address issues related to improving 348 the workforce within the City to meet the needs of industry. 349 In connection with the Semi-Annual Employment Roundtable 350 Program, the Property Owners shall designate one or more site 351 personnel who are knowledgeable about the hiring and procurement 352 needs and practices at the site to participate as a member or 353 members of the Industry Work Group at each semi-annual meeting of 354 the Semi-Annual Employment Roundtable Program. If such personnel 355 for any reason cannot attend the scheduled semi-annual meeting, 356 the City and the Property Owners shall schedule a separate meeting 357 at the Parties' mutual convenience to conduct a one-one-one meeting 358 between the personnel and the City' s staff. 359 Members of the Industry Work Group and the City' s staff shall 360 attend each semi-annual meeting of the Semi-Annual Employment 15 Port Arthur LNG Phase II, LLC Industrial District Agreement 361 Roundtable Program with the shared goal of furthering the City' s 362 objectives specified in this Section 4 . 363 Members of the Industry Oversight Committee, together with 364 the City Manager and any other persons designated by the City 365 Council, shall attend one semi-annual meeting of the Semi-Annual 366 Employment Roundtable Program per year to monitor and promote 367 progress on the shared goals described in the immediately preceding 368 paragraph. 369 As used herein, the term "Nested Contractor" means an employer 370 that regularly operates full-time at the site providing personnel 371 or services under contract with Property Owners or one of their 372 affiliates . 373 The Property Owners, during the term of this Agreement, will 374 use commercially reasonable efforts to cooperate with the City in 375 connection with making available information about potential new 376 jobs created by the Property Owners and use its First Source 377 Referral Program with regard to referral and placement services 378 for Port Arthur residents with respect to such new jobs . 379 As consideration for the Discounted Rate set forth in Section 380 3 of this Agreement, the Property Owners commit to entering into 381 a First Source Referral Agreement with the City (attached hereto 382 as Exhibit "C") . This agreement applies to both employees of the g PP 383 Property Owner and Nested Contractors . 16 Port Arthur LNG Phase II, LLC Industrial District Agreement 384 The City has designated the City of Port Arthur Section 4A 385 Economic Development Corporation ("PAEDC") to serve as its liaison 386 for the implementation of the First Source Referral Program. 387 The Property Owners will make all decisions on hiring new 388 employees but will use commercially reasonable efforts to consider 389 qualified persons referred by PAEDC on behalf of the City. The 390 Property Owner will include the number of persons hired through 391 the First Source Referral Program along with the semi-annual report 392 submitted to the City pursuant to Section 5 of this agreement. 393 Notwithstanding the foregoing, the Property Owners shall not be 394 required to make hiring obligations under this Agreement . 395 Section 5 . Reporting Requirements . 396 (a) During the Payment Period, the Property Owners agree to 397 submit on a semi-annual basis a report (each, a "Report") in 398 accordance with the procedures, and providing the information 399 specified herein, with respect to the hiring of qualified Port 400 Arthur residents by the Property Owners and their Nested 401 Contractors, and the retention of PABE' s by the Property Owners, 402 as the same relate to the Affected Area. Each six-month period 403 for which a Report is required herein is referred to herein as a 404 "Reporting Period. " 405 (b) The Report due for the six-month period ending on June 406 30th of each of such Tax Years shall be submitted on or before the 407 July 31st immediately following the end of such six-month period, 408 and the Report due for the six-month period ending on December 17 Port Arthur LNG Phase II, LLC Industrial District Agreement 409 31st of each of such Tax Years shall be submitted on or before the 410 January 31st immediately following the end of such six-month 411 period; provided, however, that upon the written request of the 412 Property Owners, the deadline for submitting a Report shall be 413 extended for thirty (30) days. The six-month period covered by 414 any Report is referred to herein as the "Report Period. " 415 (c) The Reports shall be sent to the Office of the City 416 Manager and copied to the City Attorney substantially in the format 417 delineated in Exhibit "B", as to the following: 418 (i) With respect to the hiring of qualified Port Arthur 419 residents by the Property Owners at the Facility (as described in 420 Exhibit A) , such Report shall set forth the following information 421 for the Report Period covered by such Report: 422 (A) Total number of employees employed by the Property 423 Owners at the Facility on the last day of such Report Period 424 who were Port Arthur residents on such date; 425 426 (B) Total number of employees employed by the Property 427 Owners at the Facility on the last day of such Report Period; 428 429 (C) Total number of new hires employed by the Property Owners 430 at the Facility during such Report Period who were Port Arthur 431 residents on their first day of employment with the Property 432 Owners; 433 434 (D) Total number of new hires employed by the Property Owners 435 at the Facility during such Report Period; and 436 437 (E) Total number of applicants completing the interview 438 process for employment with the Property Owners at the 439 Facility during such Report Period. 440 441 (ii) With respect to the hiring of qualified Port Arthur 442 residents by the Property Owner' s Nested Contractors for 18 Port Arthur LNG Phase II, LLC Industrial District Agreement 443 employment opportunities at the Facility, the Property Owners will 444 use commercially reasonable efforts to obtain the information set 445 forth below for inclusion in such Report for the Report Period 446 covered thereby: 447 (A) Total number of employees employed by the Property 448 Owner' s Nested Contractors for jobs at the Facility on 449 the last day of such Report Period who were Port Arthur 450 residents on such date; 451 (B) Total number of employees employed by the Property 452 Owner' s Nested Contractors for jobs at the Facility on 453 the last day of such Report Period; 454 (C) Total number of new hires employed by the Property 455 Owner' s Nested Contractors for jobs at the Facility 456 during such Report Period who were Port Arthur residents 457 on their first day of employment with the Property 458 Owner' s Nested Contractors; 459 (D) Total number of new hires employed by the Property 460 Owner' s Nested Contractors for jobs at the Facility 461 during such Report Period; and 462 (E) Total number of applicants completing the interview 463 process for employment with Property Owner' s Nested 464 Contractors for jobs at the Facility during such Report 465 Period. 466 (d) The information provided by the Property Owners to the 467 City in any Report shall be held confidential by the City to the 468 fullest extent permitted under applicable law. If the City receives 469 a request for such information, the City will notify the Property 470 Owners prior to any disclosure, and the Property Owners will be 471 afforded an opportunity to file a brief with the Texas Attorney 472 General setting forth the reasons for exclusion of all or any 473 portion of such information from the requirement to be released 474 pursuant to the Texas Public Information Act . 19 Port Arthur LNG Phase II, LLC Industrial District Agreement 475 Section 6 . Intentionally Deleted. 476 477 478 Section 7 . Back-up Fire and Police Assistance 479 If requested orally or in writing by the Property Owners or 480 one of their affiliates, the City' s Fire Department may provide 481 back-up Fire Suppression Support as determined by the City' s Fire 482 Chief, and the City' s Police Department may assist in providing an 483 evacuation route and traffic control, in the case of a fire or a 484 chemical release in the Affected Area at no cost or expense to the 485 Property Owners or their affiliates. Nevertheless, each of the 486 Property Owners and their affiliates agree to abide by federal, 487 state and local law including National Fire Protection Association 488 (NFPA) codes and standards and shall take such precautions as to 489 prevent (1) fires, explosions and chemical releases and (2) the 490 imprudent discharge of storm water that contributes to flooding on 491 adjacent property. The Property Owners shall have in place an 492 evacuation plan for the Property Owners' and their affiliates' 493 facilities located in the Affected Area that is consistent with 494 industry standards and/or is required by applicable federal and 495 state laws, and the health and safety laws of the City of which 496 the Property Owners have been notified by the City. The Property 497 Owners and their affiliates shall employ or provide sufficient 498 primary fire suppression response, as well as control and abate 499 chemical releases. The Property Owners shall provide the City' s 20 Port Arthur LNG Phase II, LLC Industrial District Agreement 500 Fire Chief and Police Chief with Emergency Response Plans for any 501 plants, refineries, chemical operations or other hazardous 502 operations that take place in the Affected Area. If there is a 503 fire and the City is requested to provide initial and primary (as 504 opposed to back-up) fire suppression services or if a cleanup is 505 required of the City, the Property Owners agree to pay to the City 506 the costs and expenses incurred by the City and any of its 507 departments or of any of its affiliated providers, i.e. , ambulance 508 companies that are called to the scene. 509 The Property Owners shall immediately notify the central 510 dispatch office which serves the City' s Fire Chief, Police Chief, 511 and the City' s Emergency Management Coordinator of all incidents 512 on or adjacent to the Affected Area involving fires, serious 513 injuries, deaths, chemical releases and flooding that create a 514 health and safety hazard to the community or that exceed 515 permissible exposure limits under applicable state or federal 516 laws . 517 Section 8 . Annexation for Health, Safety and Welfare Reasons 518 519 It is specifically stipulated that nothing in this Agreement 520 will in any manner limit or restrict the authority of the City to 521 annex all or part of the Affected Area during the period of this 522 Agreement if the City should determine that such annexation is 523 reasonably necessary to promote and protect the general health, 524 safety, and welfare of the persons residing within or adjacent to 525 the City; provided however, that the City agrees that any 21 Port Arthur LNG Phase II, LLC Industrial District Agreement 526 annexation of the land in the Affected Area will not be made for 527 revenue purposes only. In the event of annexation under this 528 Section 8, (i) the Property Owners will not be required to make 529 any further payments under this Agreement for any Tax Year 530 (including the In Lieu of Payments) relating to periods after 0 531 annexation with respect to the property so annexed but shall 532 nevertheless be obligated to make full payments for the Tax Year 533 during which such annexation becomes effective if the annexation 534 becomes effective after January lst of such Tax Year, and (ii) 535 the Property Owners shall not be required to pay ad valorem taxes 536 to the City for the same period of time they have already paid an 537 In Lieu of Payment with respect to the Affected Area. An 538 annexation under this Section 8 shall result in the City' s 539 obligation to comply with the provisions of Section 11 (b) of this 540 Agreement . 541 Section 9 . Annexation Due to Legislative Action 542 (a) Notwithstanding any other provision in this Agreement, 543 the Parties agree and consent that the City may annex the Affected 544 Area if a bill is enacted by the Texas Legislature which limits or 0 545 restricts the authority of the City to annex all or part of the 4 546 land and improvements in the Affected Area after the expiration of 547 the Term of this Agreement . In the event of annexation under this 548 Section 9 (a) , (i) the Property Owners will not be required to make 549 any further payments under this Agreement for any Tax Year 550 (including the In Lieu of Payments) relating to periods after 22 Port Arthur LNG Phase II, LLC Industrial District Agreement 551 annexation with respect to the property so annexed but shall 552 nevertheless be obligated to make full payments for the Tax Year 553 during which such annexation becomes effective if the annexation 554 becomes effective after January 1st of such Tax Year, and (ii) 555 the Property Owners shall not be required to pay ad valorem taxes 556 to the City for the same period of time they have already paid an 557 In Lieu of Payment with respect to the Affected Area. An 558 annexation under this Section 9 (a) shall result in the City' s 559 obligation to comply with the provisions of Section 11 (b) of this 560 Agreement. 561 (b) If for any reason after a legislative event described in 562 the first sentence of Section 9 (a) the City is prevented from 563 annexing the Affected Area, and if the parties cannot reach an 564 agreement on a new payment schedule on a new "in lieu of tax" 565 agreement, then pursuant to Sections 42 . 044 and 212 . 172 Local 566 Government Code, the Property Owners agree and consent that the 567 City has the option, in the City' s sole discretion, to extend the 568 payment obligations only under this Agreement and that the Property 569 Owners will continue to annually pay the City "in lieu of tax" 570 payments, as denoted above, with each payment calculated based on 571 (80%) of the Taxable Value of the Taxable Affected Area Property, 572 for a total duration not to exceed 45 years after the Effective 573 Date, or the maximum period allowed by law, whichever is longer. 574 575 23 Port Arthur LNG Phase II, LLC Industrial District Agreement 576 Section 10 . Electrical Usage 577 Property Owners hereby notify the City that they intend to 578 obtain electrical service arrangements from Entergy Texas, Inc. ; 579 within ninety (90) days of when the Property Owners know the 580 precise locations of the intended initial metering locations that 581 will service the Affected Area, the Property Owners will notify 582 the City of such locations; such notice obligation is a one-time 583 obligation. Notwithstanding the foregoing, to the extent there are 584 material changes to the locations of the metering sites or to the 585 provider of such electrical services, the Property Owners will 586 notify the City of the new locations within thirty (30) days of 587 such change. 588 The information provided by the Property Owners to the City 589 regarding such electrical consumption and metering locations shall 590 be held confidential by the City to the fullest extent permitted 591 under applicable law. If the City receives a request for such 592 information under the Texas Public Information Act (or other 593 similar law) , the City will notify the Property Owners, and the 594 Property Owners will be afforded an opportunity to file a brief 595 with the Texas Attorney General setting forth the reasons for 596 exclusion of all or any portion of such information from the 597 requirement to be released pursuant to the Texas Public Information 598 Act . 599 Section 11 . Right to Annexation at the Expiration of this 600 Agreement 601 24 Port Arthur LNG Phase II, LLC Industrial District Agreement 602 (a) The parties agree that they will use commercially 603 reasonable efforts to negotiate a new industrial district 604 agreement covering periods after the expiration of the Term of 605 this Agreement. If a new agreement is not entered into by the 606 parties, then the City has the sole discretion, after the 607 expiration of the Term of this Agreement, to annex the Affected 608 Area. 609 (b) If for any reason any portion of the Affected Area is annexed 610 prior to the expiration of the Term of this Agreement (including 611 pursuant to Section 8 or Section 9 (a) of this Agreement) , then as 612 an economic incentive program allowed under Chapter 380 of the 613 Texas Local Government Code, the City will, for each Tax Year until 614 the end of the Term of this Agreement, promptly remit to the 615 Property Owners (or the specific parties designated by the Property 616 Owners) the portion of the ad valorem property taxes paid to the 617 City with respect to such annexed property that are in excess of 618 the In Lieu of Payment that would have been paid to the City with 619 respect to such annexed property if such annexation had not 620 occurred. This partial remission of taxes by the City to the 621 Property Owners (Chapter 380 Economic Incentive Program) will only 622 be applicable until the expiration of the Term of this Agreement . 623 If requested by the Property Owners or if required by applicable 624 law, the City and the Property Owners will enter into a separate 625 Chapter 380 incentive program agreement with respect to the 626 payments under this Section 11 (b) . 25 Port Arthur LNG Phase II, LLC Industrial District Agreement 627 Section 12 . Right to Annexation pursuant to Chapter 43 of the 628 Texas Local Government Code and Chapter 212 of the Texas Local 629 Government Code. 630 631 The present owners and lessees of the land, improvements, 632 units, equipment, inventory, and all other property located in the 633 Affected Area and pertaining to the Project are described in 634 Exhibit "C" (the `Excluded Persons") . The City reserves the right 635 to annex any tract or parcel of the Affected Area within the 636 Affected Area, as per Chapters 43 and 212 of the Texas Local 637 Government Code, generally and Sections 43 . 0116 and 212 . 172 638 specifically, as those Chapters and sections may be amended from 639 time to time, if any owners or lessees of property in the Affected 640 Area other than the Excluded Persons do not pay an In Lieu of 641 Payment for its interest in such land, improvements, units, 642 equipment, inventory, and all other property located in the 643 Affected Area and pertaining to the Project. This agreement shall 644 serve as a Petition for and consent to annex the before mentioned 645 tracts or parcels by the Property Owners . Nothing contained herein 646 shall be construed to prohibit or prevent the Property Owners from 647 paying the other owners' or lessees' In Lieu of Payment required 648 by this Agreement to prevent annexation by the City. If the City 649 annexes a tract or tracts, such annexed tract or tracts shall be 650 deleted from the description of the Affected Area set forth on 651 Exhibit "A" for all purposes of this Agreement, and the total In 652 Lieu of Payment will be reduced accordingly to accurately reflect 653 such annexation. 26 Port Arthur LNG Phase II, LLC Industrial District Agreement 654 Section 13 . Assignment 655 (a) If the Property Owners desires to assign all or a portion 656 of this Agreement to any person, it shall provide at least forty- 657 five (45) days prior written notice of such assignment to the City 658 Manager and shall receive the written consent of the City Council, 659 by a duly adopted Resolution, which will not be unreasonably 660 withheld, delayed or conditioned. The Property Owners shall 661 provide a description of the assignee and such other information 662 as is reasonably requested by the City to indicate that the 663 assignee will operate the Project as a reasonably prudent operator, 664 act as a good corporate citizen, and will fully abide by the terms 665 of this Agreement. The City shall respond in writing with its 666 consent or refusal within thirty (30) days after receipt of the 667 Property Owner' s notice of assignment; if the City fails to respond 668 within such thirty (30) day period, then the City shall be deemed 669 to have consented to the assignment described in Property Owner' s 670 notice. If the City responds to the Property Owner' s notice of 671 assignment with a refusal, which shall include the City' s reason 672 therefor, the Parties agree to work together to resolve the City' s 673 objections to the assignment. The Property Owners' assignment of 674 the Agreement shall be final only after the execution of a formal 675 assignment document between the Property Owners and the assignee 676 and the delivery of notice of the execution of such assignment 677 agreement to the City. Neither the Property Owners' notice of an 678 intended assignment nor the City' s formal consent to an intended 27 Port Arthur LNG Phase II, LLC Industrial District Agreement 679 assignment shall constitute an assignment of the Agreement, and 680 the Property Owners' request for a consent to assignment shall not 681 obligate the Property Owners to assign the Agreement. If the 682 assignment is approved by the City and subsequently consummated by 683 the Property Owners, the Property Owners shall be relieved of their 684 obligations under this Agreement to the extent that an assignee 685 expressly assumes the Property Owners' obligations hereunder. 686 Subject to the preceding, this Agreement shall inure to the 687 benefit of and be binding upon the parties hereto and their 688 respective successors and assigns . 689 (b) The Parties agree that neither a transfer of all or a 690 portion of the ownership interests in any of Project Company or 691 PALNG to a third party nor any other change in ownership by merger, 692 conversion, or operation of law shall be considered an assignment 693 under the terms of this Agreement and shall not require any consent 694 of the City. 695 (c) In addition to its other assignment rights in this 696 Section, each of Project Company and PALNG may, without obtaining 697 the City' s consent, mortgage, pledge, or otherwise encumber its 698 interest in this Agreement or all or any portion of the Project to 699 a Lender (as defined herein) for the purpose of financing the 700 operations of the Project or constructing the Project or acquiring 701 additional equipment following any initial phase of construction. 702 The Property Owner' s encumbering its interest in this Agreement 703 may include a collateral assignment of any of Project Company' s or 28 Port Arthur LNG Phase II, LLC Industrial District Agreement 704 PALNG' s rights and obligations under this Agreement for purposes 705 of granting a security interest in this Agreement. 706 (d) As used in this Agreement, "Lender" means any entity or 707 person providing, directly or indirectly, with respect to any 708 portion of the Project any (a) construction, interim or long-term 709 debt financing or refinancing, or any other form of debt (including 710 debt financing or refinancing) , or (b) any other secured 711 contractual structure requiring a lien or security interest on all 712 or any portion of the Project or this Agreement. There may be 713 more than one Lender. The Property Owners, at its election, may 714 send written notice to the City with the name and notice 715 information for any Lender . 716 Section 14 . Other Relief Granted 717 It is agreed by the parties to this Agreement that the 718 Property Owners and the City have the right to seek equitable 719 relief, including specific performance of this Agreement. 720 Section 15 . Inspections 721 The Property Owners shall allow a reasonable number of 722 authorized employees and/or representatives of the City who have 723 been designated and approved by the governing body of the City to 724 have access to the Affected Area during the Term of this Agreement 725 to inspect the property and any improvements thereon to determine 726 compliance with the terms and conditions of this Agreement . All 727 such inspections will be made at mutually agreeable times and will 728 only be conducted in such manner as complies with the Property 29 Port Arthur LNG Phase II, LLC Industrial District Agreement 729 Owner' s safety and security standards and rules . All such 730 inspections will be made with one or more representatives of 731 Property Owners present . Property Owners may require any person 732 conducting such an inspection to execute a confidentiality 733 agreement before entering the Affected Area. 734 The information provided by the Property Owners to the City 735 or otherwise obtained by the City in connection with any such 736 inspection shall be held confidential by the City to the fullest 737 extent permitted under applicable law. If the City receives a 738 request for such information under the Texas Public Information 739 Act (or other similar law) , the City will notify the Property 740 Owners, and the Property Owners will be afforded an opportunity to 741 file a brief with the Texas Attorney General setting forth the 742 reasons for exclusion of all or any portion of such information 743 from the requirement to be released pursuant to the Texas Public 744 Information Act. 745 Section 16. Port Arthur Industrial Group 746 The Project Company, on behalf of both PALNG and the Project 747 Company, agrees that it will participate in the Port Arthur 748 Industrial Group on its own behalf and on behalf of its affiliates 749 during the Term of this Agreement (or for so long as such group 750 remains in existence if shorter than the Term of this Agreement) 751 in order to assist in the establishment of apprenticeship, 752 internship, mentoring and/or educational programs and projects for 753 the training of Port Arthur residents for permanent jobs in the 30 Port Arthur LNG Phase II, LLC Industrial District Agreement 754 Port Arthur area. The Property Owners further agrees to request 755 that its and its affiliates' contractors who regularly operate 756 full-time at the Project providing personnel or services under 757 contract with the Property Owners or one of its affiliates, to 758 establish and fund their own apprenticeship, internship, 759 mentorship and/or education programs and projects for the training 760 of Port Arthur residents for permanent jobs in the Port Arthur 761 area. 762 Section 17 . Inspection of Records 763 The City reserves the right to review the Property Owner' s 764 records, to the extent such records are not confidential 765 (confidential items may include, for example, employment and 766 personnel records, trade secrets and other non-public proprietary 767 information) , to ascertain the accuracy of reports filed by the 768 Property Owners in accordance with this Agreement. 769 Section 18 . Undocumented Workers 770 The Property Owners certify that they have not, and will not, 771 knowingly employ an "undocumented worker, " which means an 772 individual who, at the time of employment, is not (i) lawfully 773 admitted for permanent residence to the United States, or (ii) 774 authorized under law to be employed in that manner in the United 775 States . The Property Owners acknowledge that it has reviewed 776 Chapter 2264, Texas Government Code, and hereby affirmatively 777 agrees to repay the amount of any incentive with interest at the 778 rate of ten percent (10%) per annum, not later than the 120th day 31 Port Arthur LNG Phase II, LLC Industrial District Agreement 779 after the Property Owners are convicted of a violation under 8 780 U. S.C. Section 1324a (f) . The Property Owners acknowledge the City 781 may bring a civil action as to recover any amounts owed under this 782 Chapter, and further acknowledges that the City may recover court 783 costs and reasonable attorney' s fees incurred in bringing an action 784 under Section 2264 . 101, Texas Government Code. The Property Owners 785 will also promptly report to the City to the extent it or one of 786 their affiliates becomes aware of any "undocumented worker" that 787 is improperly retained by its contractors or subcontractors at the 788 Project. The parties expressly agree that the Property Owners are 789 not liable for a violation under Chapter 2264, Texas Government 790 Code, by virtue of the act of any subsidiary, affiliate, or 791 franchisee of the Property Owners, or by a person with whom the 792 Property Owners contract . 793 Section 19. Property Tax Information, Credits and Refunds 794 795 (a) With respect to the Property located in the Affected 796 Area for each of the Tax Years during the Payment Period of this 797 Agreement, the Property Owners will, to the extent such property 798 has not been annexed by the City, provide to the Director of 799 Finance of the City, at the address specified in Section 27, no 800 later than September 15th of such Tax Year, a copy of the non- 801 privileged/non-confidential rendition which the Property Owners 802 filed with the Jefferson County Appraisal District. The Property 803 Owners shall also provide the following to the Director of Finance 804 of the City at such address with respect to such Tax Years : 32 Port Arthur LNG Phase II, LLC Industrial District Agreement 805 • each notice of appraised value received by the 806 Property Owners from the Jefferson County Appraisal 807 District with respect to the Taxable Project 808 Property; 809 • any notice of protest filed by the Property Owners 810 with the Jefferson County Appraisal Review Board 811 ("ARB") with respect to the Taxable Project 812 Property within thirty (30) days after such filing; 813 • any informal settlement or final ARB order 814 determining protest with respect to the Taxable 815 Project Property; 816 • any pleadings filed by the Property Owners as a 817 petition for review of an order determining protest 818 of the ARB with respect to the Taxable Project 819 Property; and 820 • any settlement, final judgment or other final 821 disposition on appeal or otherwise of any such 822 lawsuit. 823 824 (b) Nothing in this Agreement shall be construed to limit 825 the rights of the Property Owners or any affiliate to pursue a 826 protest of the Appraised Value of all or any portion of the 827 Property or other property located in the Affected Area with the 828 ARB or otherwise to the fullest extent permitted by the Texas 829 Property Code and applicable law. 830 (c) Pending final determination of any tax protest filed by 831 the Property Owners with the ARB, or appeal thereof, with respect 832 to any Tax Year during the Payment Period of this Agreement, the 833 Property Owners shall pay to the City, on or before January 31 of 834 the calendar year following such Tax Year, an amount equal to the 835 In Lieu of Payment paid to the City for the immediately preceding 33 Port Arthur LNG Phase II, LLC Industrial District Agreement 836 Tax Year. Upon the final determination of such protest or appeal 837 thereof, the Property Owners' In Lieu of Payment liability 838 hereunder for such Tax Year shall be calculated based on the 839 Taxable Value for such Tax Year that is reflected by such final 840 determination. If the In Lieu of Payment so calculated for such 841 Tax Year exceeds the In Lieu of Payment previously paid by the 842 Property Owners for such Tax Year, then the City shall submit to 843 the Property Owners a statement setting forth the calculation of 844 such excess, and the Property Owners shall pay the amount of such 845 excess, without interest or penalty, to the City within thirty 846 (30) days after the Property Owner' s receipt of such statement. If 847 the In Lieu of Payment so calculated for such Tax Year is less 848 than the In Lieu of Payment previously paid by the Property Owners 849 for such Tax Year, then the City shall credit dollar-for-dollar 850 toward future In Lieu of Payments the difference between the amount 851 actually paid hereunder and the amount for which the Property 852 Owners are determined to be liable, without interest, it being 853 understood and agreed that to the extent there are insufficient 854 future In Lieu of Payments under this Agreement against which to 855 credit such difference, the remaining balance of such difference 856 shall be carried forward and credited dollar-for-dollar against 857 (i) any in lieu of tax payments and other amounts due to the City 858 under any industrial district agreement between Property Owners 859 and the City covering a period or periods after the expiration of 860 this Agreement or (ii) any ad valorem property taxes owed by 34 Port Arthur LNG Phase II, LLC Industrial District Agreement 861 Property Owners to the City for periods after the expiration of 862 this Agreement, until utilized in full . 863 Section 20 . Notice of Default 864 (a) Notwithstanding anything to the contrary contained in 865 this Agreement, in the event of any breach by the Property Owners 866 of any of the terms or conditions of this Agreement, other than 867 the failure to timely pay an In Lieu of Payment, the City shall 868 give the Property Owners not less than five (5) business days' 869 written notice specifying the nature of the alleged default and a 870 proposal for the manner in which the alleged default may be 871 satisfactorily cured. Thereafter, Property Owners will be 872 afforded a reasonable time (but in no event less than 60 days) 873 within which to cure the alleged default; provided, however, if 874 the default is of a nature that cannot be reasonably cured within 875 60 days, then the Property Owners shall have a reasonable time to 876 complete such cure so long as it continues to diligently pursue 877 such cure . Notwithstanding anything in this Section 20 (a) , if the 878 Property Owners shall become unable to timely perform any of its 879 obligations under this Agreement (other than the obligation to 880 timely pay each In Lieu of Payment) as a consequence of a Force 881 Majeure Event, the Property Owners shall be relieved of such 882 obligation (and such failure to timely perform such obligation 883 shall not constitute a default) to the extent that and for so long 884 as (but only to the extent that and only for so long as) it is 885 unable to timely perform such obligation as a consequence of such 1 35 Port Arthur LNG Phase II, LLC Industrial District Agreement 886 Force Majeure Event. "Force Majeure Event" means any event, 887 condition, or circumstance beyond the reasonable control of the 888 Property Owners, including but not limited to the following: (a) 889 acts of God, earthquakes, tidal waves, lightning, floods, and 890 storms; (b) explosions and fires; (c) strikes and lockouts; (d) 891 wars, riots, acts of the public enemy, civil disturbances, 892 hostilities, sabotage, blockades, insurrections, terrorism, and 893 epidemics; and (e) acts of expropriation, confiscation, 894 nationalization, requisitioning, or other taking; provided, 895 however, that "Force Majeure Event" does not include the inability 896 to make payment except in cases where banking systems or required 897 methods for transmission of payment have also been delayed by Force 898 Majeure. 899 (b) Time is of the essence on the payment schedule for the 900 In Lieu of Payments . In the event the Property Owners breach this 901 Agreement by failing to timely pay an In Lieu of Payment, the City 902 shall give the Property Owners not less than five (5) business 903 days' written notice, and thereafter, Property Owners will be 904 afforded ten (10) business days within which to cure the default 905 by paying the In Lieu Payment in accordance with this Agreement. 906 If the Property Owners do not pay the In Lieu of Payment within 907 such ten (10) business day cure period, the City shall have the 908 right to immediately terminate this Agreement by written notice, 909 commence annexation proceedings, and sue for its damages as 910 provided for in Section 20 (c) below. 36 Port Arthur LNG Phase II, LLC Industrial District Agreement 911 (c) If any default by the Property Owners remain uncured after 912 all applicable notice and cure periods, the City shall be entitled 913 to terminate the Agreement and recover 100% of all monies that the 914 City would have received from the Property Owners in relation to 915 the Project if it been within the corporate limits, which include 916 100% of all ad valorem taxes, building permit fees, sales or use 917 taxes, and all franchise fees on cable and electrical usage, 918 interest and penalty thereon, attorney' s fees, and court costs, 919 with such total amount being reduced by the sum of all In Lieu of 920 Payments and other amounts received by the City under this 921 Agreement. The Property Owners agree to pay such amounts within 922 sixty (60) days after the termination of this Agreement. 923 TERMINATION OF THE AGREEMENT AND RECOVERY OF THE AMOUNTS SPECIFIED 924 IN THIS SECTION 20 (c) AS PROVIDED FOR AND ONLY UNDER THE 925 CIRCUMSTANCES DEFINED IN THIS AGREEMENT, SHALL BE THE CITY' S SOLE 926 REMEDY, AND THE PROPERTY OWNER' S SOLE LIABILITY, IN THE EVENT 927 PROPERTY OWNERS FAIL TO TAKE ANY ACTION REQUIRED BY THIS AGREEMENT, 928 INCLUDING ANY FAILURE TO PAY AMOUNTS OWED UNDER THIS AGREEMENT TO 929 CITY. PROPERTY OWNERS AND CITY AGREE THAT THE LIMITATIONS CONTAINED 930 IN THIS SECTION 20 (c) ARE REASONABLE AND REFLECT THE BARGAINED- 931 FOR RISK ALLOCATION AGREED TO BY THE PARTIES. 932 Section 21 . Entire Agreement 933 This Agreement constitutes the entire agreement of the 934 parties with respect to the subject matter hereof and supersedes 935 any and all prior understandings or oral or written agreements 37 Port Arthur LNG Phase II, LLC Industrial District Agreement 936 between the parties respecting such subject matter, except as 937 otherwise provided in the instruments referenced herein. This 938 Agreement may be amended only by written instrument signed by all 939 of the parties hereto . 940 Section 22 . Severability 941 If any term or provision in this Agreement, or the application 942 thereof to any person or circumstance, shall to any extent be held 943 to be invalid or unenforceable by a court of competent 944 jurisdiction, such invalidity or unenforceability shall not affect 945 any other provision of this Agreement or the application thereof, 946 which can be given effect without the invalid or unenforceable 947 provision or application, and the parties agree that the provisions 948 of this Agreement are and shall be severable; provided however, 949 that for the avoidance of doubt, payment of the In Lieu of 950 Payments, the provisions of Section 1 (a) of this Agreement, and 951 the confidentiality provisions of this Agreement are essential 952 parts of this Agreement . 953 Section 23 . Lender Protections 954 In the event that any of Project Company or PALNG collaterally 955 assigns this Agreement as permitted in Section 13 (c) , and further 956 in the event that any of Project Company or PALNG provides written 957 notice of such collateral assignment to the City with the name 958 and notice information of the Lender, then the City shall be 959 required to provide a copy to such Lender of all notices delivered 960 to the Property Owners at the same time that the notice is 38 Port Arthur LNG Phase II, LLC Industrial District Agreement 961 delivered to the Property Owners. If the Property Owners do not 962 provide the name and contact information of any Lender to the City, 963 then such Lender shall not have the notice rights or other rights 964 of a Lender under this Agreement. Further, any Lender of which 965 the City has received notice under this Agreement shall have the 966 right to cure any and all defaults by the Property Owners under 967 this Agreement, and if a Lender so cures a default by the Property 968 Owners, the City shall accept such cure as if it has been duly 969 performed by the Property Owners. If requested by the Property 970 Owners, the City shall cooperate and execute any reasonable 971 document acknowledging a collateral assignment and agreeing that 972 the Lender referenced in the collateral assignment shall be 973 entitled to the rights afforded to a Lender under this Agreement . 974 Section 24 . Governing Law 975 This Agreement shall be governed by and construed in 976 accordance with the laws of the State of Texas . This Agreement is 977 to be performed in Jefferson County, Texas . 978 Section 25 . Counterparts 979 This Agreement may be executed in counterparts, each of which 980 shall be deemed an original, and all of which taken together, shall 981 constitute but one and the same instrument. 982 Section 26 . Authority 983 By acceptance of this Agreement and/or benefits conferred 984 hereunder, the Property Owners represent and warrant that its 985 undersigned agent has complete and unrestricted authority to enter 39 Port Arthur LNG Phase II, LLC Industrial District Agreement 986 into this Agreement and to obligate and bind the Property Owners 987 to all of the terms, covenants and conditions contained herein. 988 Section 27 . Notice 989 Any notice provided in connection with this Agreement shall 990 be given in writing to the parties hereto by certified mail, return 991 receipt requested, addressed as follows : 992 TO CITY: TO the Property Owners : 993 City Manager PALNG Common Facilities Company, LLC 994 City of Port Arthur Port Arthur LNG Phase II, LLC 995 444 4th St . c/o Sempra Energy 996 Port Arthur, TX 77640 488 8th Avenue, HQ08N1 997 San Diego, CA 92101 998 Attn: James R. Asay, Vice 999 President - Tax 1000 Email : jasay@sempra. com 1001 1002 1003 1004 WITH A COPY TO: WITH A COPY TO: 1005 1006 City Attorney Port Arthur LNG Phase II, LLC 1007 CITY OF PORT ARTHUR PALNG Common Facilities Company, LLC 1008 444 4th St . 1500 Post Oak Blvd, Suite 1000 1009 Port Arthur, TX 77640 Houston, TX 77056 (409) 983-8126 1010 (409) 983-8126 Attn: Asset Management 1011 (409) 983-8124 Email : 1012 PALNGAssetManagement@SempraGlobal .com 1013 1014 and 1015 1016 Sempra Infrastructure Partners, LP 1017 1500 Post Oak Blvd, Suite 1000 1018 Houston, TX 77056 1019 Attn: Chief Legal Officer 1020 Email: 1021 SlGeneralCounsell@SempraGlobal . com 1022 1023 1024 1025 1026 40 Port Arthur LNG Phase II, LLC Industrial District Agreement 1027 1028 Section 28 . Cancellation intentionally deleted 1029 1030 Section 29 . Term 1031 This Agreement is effective the day of , 2023, 1032 and shall expire on December 31 of the final year of the Payment 1033 Period (the "Term" of this Agreement) . 1034 (SIGNATURE PAGES FOLLOW] 1035 1036 41 Port Arthur LNG Phase II, LLC Industrial District Agreement 1037 1038 SIGNED AND AGREED to on the day of 1039 2023 . 1040 PALNG COMMON FACILITIES COMPANY, LLC 1041 BY: 1042 NAME : 1043 TITLE: 1044 1045 1046 PORT ARTHUR LNG Phase II, LLC 1047 BY: 1048 NAME: 1049 TITLE: 1050 1051 1052 ACKNOWLEDGMENT 1053 STATE OF TEXAS § 1054 § 1055 COUNTY OF JEFFERSON § 1056 1057 BEFORE ME, the undersigned Notary Public, on this day 1058 personally appeared , known to me 1059 to be the person whose name is ascribed to the foregoing 1060 instrument, and acknowledged to me that he executed the same as 1061 the act and deed of PALNG Common Facilities Company, LLC for the 1062 purposes and considerations therein expressed, and the capacities 1063 therein stated. 1064 1065 GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of 1066 , A. D. , 2023 . 1067 1068 1069 NOTARY PUBLIC, STATE OF TEXAS 1070 1071 1072 1073 1074 1075 1076 42 Port Arthur LNG Phase II, LLC Industrial District Agreement 1077 ACKNOWLEDGMENT 1078 STATE OF TEXAS § 1079 § 1080 COUNTY OF JEFFERSON § 1081 1082 BEFORE ME, the undersigned Notary Public, on this day 1083 personally appeared , known to me 1084 to be the person whose name is ascribed to the foregoing 1085 instrument, and acknowledged to me that he executed the same as 1086 the act and deed of Port Arthur LNG, LLC for the purposes and 1087 considerations therein expressed, and the capacities therein 1088 stated. 1089 1090 GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of 1091 , A. D. , 2023 . 1092 1093 1094 NOTARY PUBLIC, STATE OF TEXAS 1095 1096 1097 1098 1099 1100 1101 1102 1103 1104 1105 1106 1107 1108 1109 1110 1111 1112 43 Port Arthur LNG Phase II, LLC Industrial District Agreement 1113 1114 1115 1116 1117 SIGNED AND AGREED to on the day of , 2023 . 1118 1119 CITY OF PORT ARTHUR, TEXAS 1120 1121 1122 BY: 1123 Ronald Burton, 1124 City Manager 1125 1126 1127 ACKNOWLEDGMENT 1128 STATE OF TEXAS § 1129 § 1130 COUNTY OF JEFFERSON § 1131 1132 BEFORE ME, the undersigned Notary Public, on this day 1133 personally appeared Ronald Burton, City Manager of the City of 1134 Port Arthur, known to me to be the person whose name is ascribed 1135 to the foregoing instrument, and acknowledged to me that he 1136 executed the same as the act and deed of the City of Port Arthur, 1137 for the purposes and considerations therein expressed, and the 1138 capacities therein stated. 1139 1140 GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of 1141 , A. D. , 2023 . 1142 1143 1144 NOTARY PUBLIC, STATE OF TEXAS 1145 1146 Approved as to form and substance: 1147 1148 1149 1150 Valecia R. Tizeno, City Attorney 1151 1152 1153 RETURN TO: 1154 1155 Valecia R. Tizeno 1156 City Of Port Arthur 1157 P.O. Box 1089 1158 Port Arthur, TX 77641-1089 44 Port Arthur LNG Phase II, LLC Industrial District Agreement 1159 1160 1161 Exhibit "A" 1162 1163 METES AND BOUNDS DESCRIPTION AFFECTED AREA AND MAP; FACILITY 1164 DESCRIPTION 1165 1166 1167 1168 1169 1170 Description of Project 1171 1172 Port Arthur LNG' s Expansion Project (Phase II) would expand the 1173 natural gas liquefaction-export project in Jefferson County, Texas 1174 with two additional liquefaction trains (Trains 3 and 4) capable 1175 of producing, under optimal conditions, and additional 13 . 5 1176 million tons per annum (Mtpa) of liquefied natural gas (LNG) . 1177 1178 Port Arthur LNG' s Phase II will help meet future demand for U. S .LNG 1179 supplies expected to serve European, Asian and other global 1180 markets . 1181 1182 Phase II will be constructed entirely within the Affected Area . 1183 PALNG Common Facilities Company, LLC ( "PALNG" ) is the fee owner 1184 of the real property on which the Expansion Project will be 1185 constructed and will own common project infrastructure and 1186 facilities associated with Phase II . Port Arthur LNG Phase II, 1187 LLC will own Trains 3 and 4 , each with its own gas treatment 1188 facilities, to be constructed on real property leased from 1189 PALNG. (Separate Industrial District Agreement (s) may be 1190 requested from the City for any additional future phases of 1191 Port Arthur LNG's liquefaction-export project. ) 1192 1193 The proposed Project primarily consists of property classified 1194 by Jefferson CAD as real estate improvements including but not 1195 limited to the following: 1196 1197 ProjectCo LNG train (s) : 1198 • Up to two liquefaction trains on property leased by the 1199 ProjectCo from PALNG CFC; Common Facilities on property 1200 owned by PALNG CFC: 1201 • A natural gas liquids (NGL) and refrigerant storage area; 1202 • A marine facility, including up to two LNG berths, each 1203 with three liquid loading arms, one vapor loading arm, and 1204 one spare hybrid loading arm; 1205 • An NGL and refrigerant truck loading/unloading facility; 1206 • Up to three 160, 000 m3 LNG storage tanks; and 1207 • Operations, control, maintenance, warehouse and all other 1208 necessary equipment, facilities, and buildings . 1209 Also included in, but not limited to, the Phase II Expansion 1210 Project are all of the associated concrete foundations, pipe 1211 supports, piping, instrumentation, power feeds, control loops, 1212 safety systems, firewater protection, pollution control 1213 equipment and facilities, insulation, and utilities necessary 1214 to safely operate the new equipment . Figure 2 Aerial View of the Expansion Project Facilities ;'.1 7.-7.,:','1:,-:- 1, N.; i'y:-:-... 3--A,- :',..,i4...;:'.'-'-',6';?- 1.**.';','''="'. pf4,. r It •i �`' ;, • i ' 1 . r 7 i - _ Q, C S LNG Ship ,;' € ', Berth - . • 1.....,, ,- i, 1, r '� ' LNGlankl LNG 0 LNG Tank3� LNG j LNG Train -, . , - ""'\rarn 1 , . Tram 2 7� 3 \ ' State Highway 871 LNG f, utilities/pipelines lTrair ' Relocation Project },V' 4 i �. ! FERC Non- t 1 K`,. f Jurisdictional ; i ak /. k S As: , g _-' . : , ., , ... _,a .a _. .,. ._. -�_ Map Location Legend *AA i_ ._ :Gw Base LNG Project Site Port Arthur LNG Expansion Sempra` Docket Number: t Nc �' "�Aite hs CP17-20-0000 Site Map tor le.'. __:State Hwy 87 Corridor ra o t,000 2,000 '! TIC �vL•oa siana ` ' ---,Expansion Project w e ®Feet ' . g t Itedat8*feet Figure 2 When Printed a18.5'x 11' Project location Sae NA..loR 1i4Dtt 16 id February 2020 Sheet 1 of 1 Np Piol.dba S3 U i=A tit,/1 l'.e f act( 1 i 1 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 Iine 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 fine 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 Iand(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 Iine 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 light-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 Iine 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 Iine 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 I"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 Iine 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 Iine 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 TBPE Firm No.F-5755 THPLS Firm No.10123800 C* LA EF.0005711 OIJTEX � •—:, 3737 Doctors Drive Port Arthur,Texas 77642 • SURVEYORS&ENCINEERS Office(409)983.2004 Fox(409)983,2003 TRACT I 38.23 ACRES OF LAND PART OF THE JOHN BENNETT SURVEY ABSTRACT NO. 71 JEFFERSON COUNTY,TEXAS BEING 38.23 acres of land,part of the John Bennett Survey, Abstract No. 71,Jefferson County, Texas; being part of a(Called 120.757)acre tract of land,known as Round Lake,described in a deed to PALNG Common Facilities Company,LLC,recorded in File No.2019005328,Official Public Records,Jefferson County, Texas;said 38.23 acre tract being more fully described by metes and bounds as follows,to wit: Note: Bearings, distances and acreage are based on the Texas Coordinate System of 1983, South Central Zone, US Survey Feet, and are referenced to those tracts described in a deed to Port Arthur LNG Holdings. LLC, recorded in File No. 2006017390, Official cial Public Records, Jefferson County. Texas. Note:This document was prepared under 22 TAC 0663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. COMMENCING at a concrete monument,marked "Gulf Oil Corp.", found on the West line of Abstract No. 71, for the Northeast corner of Abstract No. 251, the Southeast corner of Abstract No. 486,and the Northeast corner of a tract of land, known as Tract 3, described in a deed to Port Arthur LNG Hollings, LLC,recorded in File No. 2006017390, Official Public Records,Jefferson County, Texas;said concrete monument having coordinates of N: 13879643.68.E: 3565680.68; THENCE, South 87 deg. 02 min. 32 sec. West, on the common line of Abstracts No. 251 and 486, the North line of Tract 3, and the North line of Tract 14, described in that same deed to Port Arthur LNG Holdings, LLC, at 356.82' passing a 5/8" steel rod, capped and marked "WORTECH", found on the Southwest right-of-way line of State Highway 87,for the Northwest corner of Tract 14, and the Northeast corner of Tract 1,described in that same deed to Port Arthur LNG Holdings,LLC,continuing on the North line of Tract 1,a total distance of 1530.26' to a point on the West line of City of Port Arthur Annexation Ordinance Nos. 78-43 & 79-33; THENCE,South 22 deg. 14 min.00 sec.East,on the southwesterly line of City of Port Arthur Annexation Ordinance Nos. 78-43 & 79-33, a distance of 5742.95' to a point on the common line of Tract 1 and the (Called 120.757) acre tract, for the POINT OF BEGINNING, and most westerly corner of the herein described tract; THENCE,the following bearings and distances,on the common line of Tract 1 and the (Called 120.757) acre tract,to points for corner: • North 63 deg. 25 min. 27 sec. East, 219,22' North 84 deg. 58 min. 25 sec. East, 66.44' South 68 deg. 25 min. 17 sec. East, 94.90' South 45 deg. 20 min. 34 sec. East, 476.70' South 33 deg. 46 min. 16 sec. East, 566.27' South 26 deg. 37 min. 43 sec. East, 764.31' South 20 deg. 38 min. 54 sec. East, 523.17' South 06 deg. 13 min. 23 sec. East, 273.78' South 23 deg. 09 min. 15 sec. East, 67.83' South 79 deg. 40 min. 16 sec. West,54.31' South 79 deg. 32 min. 55 sec. West, 171.16' South 04 deg. 58 min. 04 sec. East, 88.52' South 60 deg. 10 min. 57 sec. West, 147.57' South 51 deg. 13 min. 05 sec.West, 56.70' South 67 deg. 11 min. 40 sec. West, 80.62' North 89 deg. 48 min. 06 sec. West, 93.82' THENCE, South 74 deg. 51 min. 58 sec.West,continuing on the common line of Tract 1 and the(Called 120.757)acre tract,a distance of 5.69'to a point on the southwest line of City of Port Arthur Annexation Ordinance Nos. 78-43 & 79-33,for the most Southwesterly corner of the herein described tract; THENCE,North 22 deg. 14 min. 00 sec. West, on the southwest line of City of Port Arthur Annexation Ordinance Nos. 78-43 & 79-33, a distance of 2716.35' to the POINT OF BEGINNING, and containing 38.23 acres of land,more or less. • 1 • TRACT II 3.359 ACRES OF LAND PART OF THE JOHN BENNETT SURVEY ABSTRACT NO. 71 JEFFERSON COUNTY,TEXAS BEING 3.359 acres of land, part of the John Bennett Survey, Abstract No. 71, Jefferson County, Texas; being part of a (Called 5.344) acre tract of land, described in a deed to PALNG Common Facilities Company, LLC, recorded in File No, 2019005328, Official Public Records, Jefferson County,Texas, all of a(Called 0.222) acre tract of land described in a deed to PALNG Common Facilities Company, LLC, recorded in File No. 2020027835, Official Public Records, Jefferson County, Texas, and part of the old right-of-way of State Highway 87 prior to its rerouting; said 3.359 acre tract being more fully described by metes and bounds as follows, to wit: Note:Bearings, distances and acreage are based on the Texas Coordinate System of 1983, South Central Zone, US Survey Feet, and are referenced to those tracts described in a deed to Port Arthur LNG Holdings, LLC, recorded in File No. 200601 7390. Official Public Records, Jefferson County. Texas. Note: This document was prepared under 22 TAC§663.21. does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. COMMENCING at a concrete monument,marked '`Gulf Oil Corp.", found on the West line of Abstract No. 71, for the Northeast corner of Abstract No. 251, the Southeast corner of Abstract No. 486, and the Northeast corner of a tract of land, known as Tract 3, described in a deed to Port Arthur LNG Holdings, LLC, recorded in File No, 2006017390, Official Public Records,Jefferson County, Texas; said concrete monument being the Northeast corner of a (Called 430.3) acre tract of land described in a said concrete monument having coordinates of N: 13879643.68, E: 3565680,68; THENCE, South 87 deg. 02 min. 32 sec. West, on the common line of Abstracts No. 251 and 486, the North line of Tract 3, and the North line of Tract 14, described in that same deed to Port Arthur LNG Holdings, LLC, at 356.82' passing a 5/8" steel rod, capped and marked "WORTECH", found on the Southwest right-of-way line of State Highway 87, for the Northwest corner of Tract 14,and the Northeast 1 corner of Tract 1,described in that same deed to Port Arthur LNG Holdings,LLC,continuing on the North $ line of Tract 1, a total distance of 1530.26' to a point on the West line of City of Port Arthur Annexation Ordinance Nos. 78-43 &79-33; THENCE, South 22 deg. 14 min. 00 sec. East, on the southwest line of City of Port Arthur Annexation Ordinance Nos. 78-43 & 79-33. a distance of 8629.15' to a point on the Southeast line of Tract 1 and a Northwesterly line of the(Called 5.344) acre tract, for the POINT OF BEGINNING, and most westerly corner of the herein described tract; THENCE,North 53 deg. 33 min. 23 sec.East, on the Southeast line of Tract 1, a distance of 887.27' to a point for the most southerly Southeast corner of Tract 1; THENCE,North 36 deg. 25 min. 08 sec. West, a distance of 251.01' to a point for corner; THENCE, North 53 deg. 35 min. 38 sec. East, a distance of 305.21' to a concrete monument, found on the Southwest right-of-way line of State Highway 87,prior to its rerouting,and the Southwest line of Tract 14, for the most easterly Southeast corner of Tract 1, and the most northerly corner of the(Called 0.222) acre tract; THENCE,North 68 deg. 27 min. 29 sec. East, on the Southwest line of Tract 14,a distance of 70.0'0'to a point on the centerline of State Highway 87, prior to its rerouting, for the most northerly corner of the herein described tract; THENCE,South 21 deg. 32 min.49 sec.East,on the centerline of State Highway 87,prior to its rerouting, and the Southwest line of Tract 14, a distance of 311.29' to a point for the most easterly corner of the herein described tract: THENCE, South 68 deg. 27 min. 29 sec. West, a distance of 70.03' to a concrete monument, found on the Southwest right-of-way line of State Highway 87,prior to its rerouting,and the Southwest line of Tract 14, for the most northerly corner of Tract 2N, described in that same deed to Port Arthur LNG Holdings, LLC,and the most easterly corner of the(Called 5.344)acre tract; THENCE, South 53 deg. 33 min. 23 sec. West, on the northwesterly line of Tract 2N, a distance of 1125.20' to a point on the southwest line of City of Port Arthur Annexation Ordinance Nos. 78-43 &79- 33, for the most southerly corner of the herein described tract; THENCE, North 22 deg. 14 min. 00 sec. West, on the southwesterly line of the corporate limits of the City of Port Arthur, a distance of 51.59' to the POINT OF BEGINNING, and containing 3.359 acres of land,more or less. This description is based on the Land Survey made under the direct supervision of Randall Alvey Creel, Registered Professional Land Surveyor No. 6678 on April 20, 2022. City of Port Arthur 22-0727 1215 Exhibit "B" 1216 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 31st)for submitting a Report may be extended for thirty(30)days upon the written request of the Property Owners. 1217 Exhibit C 1218 Current Owners and Lessees of the Property 1219 1220 Port Arthur LNG, LLC 1221 Port Arthur Pipeline, LLC 1222 PALNG Common Facilities Company, LLC 1223 Entergy Texas, Inc. 1224 1225 Exhibit D 1226 Form of First Source Referral Agreement 1227 1228 [See Attached] FIRST SOURCE REFERRAL AGREEMENT Resolution Number: Project Name: Port Arthur LNG Expansion Project Address: along Sabine-Neches Waterway near Keith Lake @Hwy 87,no address assigned Project Contact Person: Kelly Prasser Project Contact Person Phone Number: 619-496-4230 /kprasser@sempraglobal.com 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 Phase II, 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. 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, January 1, 2023 through December 31, 2038. 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'S 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 releases 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 parry'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 , 2023. CITY OF PORT ARTHUR Ronald Burton, City Manager ATTEST: Sherri Bellard, City Secretary SIGNED AND AGREED TO on the day of , 2023. Port Arthur LNG Phase II, LLC BY: NAME: TITLE: PALNG Common Facilities Company, LLC BY: NAME: TITLE: