Loading...
HomeMy WebLinkAboutPR 24691: AGREEMENTS WITH MOTIVA ENTERPRISES LLC, 25 YEAR NON-EXCLUSIVE TERM EASEMENT AGREEMENT P.R. NO. 24691 12/09/2025 RPC RESOLUTION No. A RESOLUTION OF THE CITY OF PORT ARTHUR,TEXAS AUTHORIZING THE CITY TO ENTER INTO THE FOLLOWING AGREEMENTS WITH MOTIVA ENTERPRISES LLC ("MOTIvA"):(1)A 25-YEAR NON-EXCLUSIVE TERM EASEMENT AGREEMENT To • ACCOMMODATE THE INSTALLATION,OPERATION AND ACCESS To THREE HDPF RAW WATER SUPPLY PIPELINES;(2)A 24-MONTH TEMPORARY CONSTRUCTION ACCESS AND WORKSPACE AGREEMENT FOR THE NON-EXCLUSIVE USE OF 2.805 ACRE OF LAND WHICH CONSISTS OF EXISTING ROADS AND A CONSTRUCTION AREA ALSO KNOWN AS A LAYDOWN AREA LOCATED AT OR NEAR 1101 H.O. MILLS BLVD., PORT ARTHUR, TEXAS; AND (3) A SALES AND PURCHASE AGREEMENT,CONTINGENT UPON THE PROPERTY BEING LISTED BY A LICENSED REAL ESTATE BROKER, FOR WHICH MOTIVA MAY PURCHASE THE LAND DIRECTLY AROUND THE NEW SURFACE WATER INTAKE STRUCTURE LOCATED AT OR NEAR THE LNVA CANAL,1101 H.O.MILLS BLVD.,PORT ARTHUR,TEXAS. WHEREAS, Motiva Enterprises LLC ("Motiva") and the City of Port Arthur, Texas ("City") have been in discussions regarding the proposed replacement and upgrade of Motiva's Raw Water Siphon Intake and Piping System("Project"). The original water intake system was built in the 1940s and currently extends from the Lower Neches Valley Authority canal,runs beneath State Highway 73, and continues onto Motiva's property; and WHEREAS, the Project will enhance system capacity to support the production of new products within the Motiva's Port Arthur Manufacturing Complex; and WHEREAS, the Project represents a strategic investment in Port Arthur's future. The Project reinforces the City's role as a hub for economic growth,industrial development,and global energy leadership; and WHEREAS,given the absolute necessity of the Project to secure and provide access to water for the current and long-term operations of Motiva's Port Arthur Manufacturing Complex,which includes the largest refinery in North America, it is vital that Motiva have certainty in the agreements; and WHEREAS, in order to allow for the construction and long-term operation of the Project, Motiva seeks to enter into these agreements with the City: (1) a NON-EXCLUSIVE TERM EASEMENT AGREEMENT to accommodate the installation and operation of three HDPE raw water supply pipelines, each being 42" in diameter and installed using horizontal directional drilling. Said easement shall be seventy-five feet(75) in width and is more specifically described and regulated via the Non-exclusive Term Easement Agreement attached as Exhibit 1.Additionally,a non-exclusive access easement is granted for the purpose of providing ingress and egress access to the three(3)pipelines and structures located within the Term Easement.The term of the agreement will be for twenty- five years.Consideration shall be paid on a per rod basis(1 rod=to 16.5 feet).The easement is approximately 51.51 rods in length based on a total length of 850 feet or 51.5151 rods. Motiva agrees to pay the City one thousand five hundred dollars($1,500)per rod for a total compensation of$77,272 for the twenty-five (25)year term; and (2) a TEMPORARY CONSTRUCTION ACCESS AND WORKSPACE AGREEMENT allowing for access to and use of the laydown area and construction yard. The temporary access and workspace agreement is for a term of twenty-four (24) months, which provides for non- exclusive use of the existing roads and a construction area also known as a laydown area at or near the City's Water Purification System, 1101 H.O. Mills Blvd, more particularly described as a 2.805 acre parcel of land out of Lot 1,Block 8, Range "M", Lot 2, Block 8, Range"M"and Lot 4,Block 8,Range"L"of the Port Arthur Land Company,Vol. 1,Pg.22, Map Records of Jefferson County,Texas in Exhibit 2.Motiva agrees to pay the City at a rate of two thousand dollars per month($2,000/month) equal to a total of forty-eight thousand dollars ($48,000) for the twenty-four-month term, which may be paid in full prior to construction commencement; and (3) a SALES AND PURCHASE AGREEMENT, contingent upon the portion of land being listed on a multiple listing service, to purchase and acquire land directly on and around the new surface water intake structure,more specifically described as a 0.1287 acre parcel of land out of Lot 1, Block 8, Range "M" and Lot 4, Block 8, Range "L" of the Port Arthur Land Company, Vol. 1, Pg. 22, Map Records of Jefferson County, Texas, at the minimum fair market value of$3,500. Now THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: SECTION 1. That the facts and above recitals are true, correct, and hereby incorporated for all purposes. SECTION 2. That the City Council hereby authorizes the City Manager to enter into a NON- EXCLUSIVE TERM EASEMENT AGREEMENT with Motiva in substantially the same form as Exhibit 1, which is hereby incorporated for all purposes. SECTION 3. That the City Council hereby authorizes the City Manager to enter into a TEMPORARY CONSTRUCTION ACCESS AND WORKSPACE AGREEMENT with Motiva, in substantially the same form as Exhibit 2,which is hereby incorporated for all purposes. SECTION 4. That the fully executed Recording Memorandum summarizing the NON- EXCLUSIVE TERM EASEMENT AGREEMENT and TEMPORARY CONSTRUCTION ACCESS AND WORKSPACE AGREEMENT with Motiva,in substantially the same form as Exhibit 3,shall be filed and recorded in the Office of the County Clerk of Jefferson County, Texas. SECTION 5. That the City Council further authorizes the City Manager to contract with a licensed real estate broker, in accordance with §253.014 of the Texas Local Government Code, to list the subject portion of land on a multiple listing service for a minimum of thirty(30)days and thereafter, enter into a SALES AND PURCHASE AGREEMENT with Motiva for the sale of the land at the minimum fair market value of$3,500. SECTION 6. This Resolution shall take effect immediately from and after the date of passage and is so resolved. SECTION 7. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ,ADOPTED AND APPROVED,this 16th day of December,2025 AD,at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: • Mayor: Councilmembers: • • • NOES: Charlotte M. Moses, Mayor ATTEST: Sherri Bellard, City Secretary APPROV . Roxann Pais Cotroneo, JD, City Attorney APPROVED FOR ADMINI TION: ()Xtv,,, 41---;) a", .----69/7;e-' Ronald Burton, CPM, City Manager EXHIBIT 1 (Non-Exclusive Term Easement Agreement) NON-EXCLUSIVE TERM EASEMENT AGREEMENT This Term Easement Agreement(the "Agreement") is by and between the City of Port Arthur, a Municipal Corporation, whose address is 444 4th Street, Port Arthur, Texas 77640 (hereinafter referred to as "Grantor",whether one or more)and Motiva Enterprises LLC,a Delaware Limited Liability Company, with offices at 500 Dallas St., Houston, Texas 77002, and its successors and assigns (such entity and its successors and assigns are collectively referred to as the "Grantee"). Grantor and Grantee are collectively referred to herein as the"Parties"or individually as a"Party". For the consideration of TEN AND NO/100 Dollars ($10.00) and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Grantor grants, sells, and conveys unto Grantee the following described easement,over,upon, across,under,and through real property owned by Grantor in Jefferson County, Texas (hereinafter referred to as the "Land") and more particularly described in Exhibit A attached hereto and made a part hereof,to wit: A non-exclusive term easement for the rights of surveying, laying, constructing, maintaining, inspecting, operating, repairing, replacing, relocating, renewing, substituting, changing, protecting, altering, and/or removing and abandoning in place,in whole or in part,three(3)pipelines,each shall not exceed forty-two inches (42") in nominal pipe diameter and related appurtenances to all said pipelines, including, but not limited to, pumps, valves, fittings, manifolds, meters, traps, corrosion control and protection equipment (including above- and below-ground cathodic protection devices), communications and electrical cables, manholes and slice points at or above ground level, air patrol markers and any and all other devices, equipment, meter skids, structures, and pump stations from time to time deemed necessary or convenient by Grantee in connection with the constructing, maintaining, inspecting, operating, repairing, replacing, relocating, renewing, substituting, changing, protecting, and altering of said pipelines for the transportation and storage of water(collectively,the"Pipelines"),the centerline of which is to be located within the metes and bounds of the Land and is more fully described in the description and in the drawing set out in Exhibit B,both attached hereto and made a part hereof("Term Easement"). Grantor further grants, sells, and conveys unto Grantee a non-exclusive access easement(s) depicted on the attached Exhibit C for the purpose of providing ingress/egress access to the three (3) pipelines and structure located in the Term Easement (collectively,the"Access Area Easement"). The Term Easement and Access Area Easement are hereinafter referred to as the "Easements". TO HAVE AND TO HOLD the Easements, together with the ingress and egress and other appurtenant rights herein granted, and Grantor does hereby bind itself, its heirs, executors, administrators, successors and assigns, to warrant and defend all and singular the above granted rights, easements, privileges and appurtenances unto Grantee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise, subject to the following terms: 1. Grantee Parties. The right to use the Easements shall belong to the Grantee and its agents, employees, designees, contractors, guests, invitees, successors, and assigns, and all those acting by or on behalf of it. 2. Effective Date. This Agreement shall be effective on the 31st day of January 2026. ("Effective Date"). 3. Term. The Agreement is for a term of twenty-five (25)years from the Effective Date. 4. Payment. Grantee shall pay Grantor seventy-seven thousand two hundred seventy-two dollars and 00/100 ($77,272.00) as consideration for the Agreement. 5. Ingress and Egress Rights. In the event that access is not reasonably available to the Easements, Grantee shall have reasonable ingress and egress rights over the portion of Grantor's land that is adjacent of the Easements, along a route that is reasonable and appropriate under the circumstances then existing, in order to obtain such access. Grantee shall promptly repair any damage to Grantor's roads caused by Grantee to a condition, as reasonably practicable,that existed prior to use by Grantee. 6. Taxes and Liens. Grantor hereby covenants that Grantor shall not suffer or permit any charges, liens, or encumbrances to attach to or affect any of Grantee's improvements now in existence or at any time placed within the Easements and shall timely pay all taxes, assessments and other charges levied or assessed against Grantor's property. 7. Permits. Grantee shall obtain and maintain all permits and approvals necessary to exercise the rights herein granted from any applicable governmental agency. Grantor shall reasonably cooperate with Grantee relating to such permits and approvals, and Grantor shall sign any additional documentation needed from Grantor as the landowner related to such permits or approvals. 8. Consideration. The initial consideration paid by Grantee includes the market value of the Easements and including without limitation any and all(i)damages to the lands burdened by the Easements during and, or resulting from the construction and installation of the Pipelines and any appurtenant facilities, (ii) damages resulting from the removal or clearing of any trees, shrubs, and other improvements or obstructions within the Easements, (iii) damages resulting from Grantee's operations within the Easements, (iv)crop damages in connection with any farm lands located within the Easements resulting from the initial construction and installation of the Pipelines and any appurtenant facilities,(v)damages to the remaining property,if any,as a result of the granting of this Agreement and imposition of the Easements under this Agreement, including any diminution in value, if any,to Grantor's lands, and(vi)damages or claims during the initial remediation performed by Grantee on Grantor's lands following initial construction of 2 the Pipelines and any appurtenant facilities. 9. Coordination. The Parties agree to reasonably cooperate and coordinate with each other regarding their respective activities on the Easements in such a manner as to minimize cost to both Parties as well as interference with the business operations of the other Party. 10. Clearing and Restoration. From time to time, Grantee shall have the right to trim or remove any trees, shrubs, or other vegetation reasonably necessary for Grantee to exercise any right herein granted. Grantee further agrees to use commercially reasonable efforts to restore the surface of the Easements that were altered or damaged by Grantee,as reasonably practicable, after the exercise of the rights herein granted to a condition consistent with the surrounding area of Grantor's property, subject to the terms hereof. 11. Reservation by Grantor. Grantor may not use any part of the Easements if such use may damage,destroy, injure, and/or interfere with Grantee's rights herein granted. Grantor is not permitted to conduct any of the following activities on the Easements: (1) construct any temporary or permanent building or site improvements; (2) drill or operate any well but a well can be directionally drilled under the Easements by directional drilling provided that there is at least twenty feet(20')of separation between the drill bit and the Pipelines and so long as the activities do not damage, destroy, injure and/or interfere with Grantee's rights herein granted; (3) remove soil or change the grade or slope; (4) impound surface water; or (5) plant trees or landscaping. In the event the terms of this paragraph are violated, such violation shall immediately be corrected or eliminated by Grantor upon receipt of written notice from Grantee or Grantee shall have the immediate right to correct or eliminate such violation at the sole risk and expense of Grantor.Grantor shall promptly reimburse Grantee for any expenses or costs related thereto. Subject to the foregoing, Grantor hereby reserves for itself, its successors, assigns, and lessees, the right to use the Easements for any purpose and in any manner, including, but not limited to, the right to construct or to permit others to construct other pipelines alongside of and adjacent to Grantee's Pipelines and the right to cross or to permit others to cross on, under, or over said Pipelines with pipelines, roads, streets, railroads,water lines, sewer lines,dike walls,pipe racks,levees,drainage lines,power lines, and related equipment,telephone and other communication lines and related equipment,and any other utilities or facilities, so long as such uses do not damage, destroy, injure and/or interfere with Grantee's rights herein granted. 12. Pre-Existing Rights. The rights herein granted are subject to all easements,rights-of-way,or other encumbrances now existing and which have been duly recorded in the real property records of the county in which Grantor's property is located. 13. Condition of Easements. Notwithstanding any other provisions of this Agreement, Grantor makes no warranties or representations with reference to the present condition of the Easements (other than the warranty of title set forth herein); and Grantee accepts the condition of the Easements and agrees that it shall comply with any and all laws,ordinances, rules, and regulations of any state, federal, municipal or local authority or agency thereof, that are applicable to Grantee's operations under this Agreement. 3 14. Assignment. Neither Party shall assign in whole or in part any portion of this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld,conditioned,or delayed),except to the assigning party's legal Affiliates(as defined below).Notwithstanding the foregoing,either Party may assign this Agreement to any entity that obtains all, or substantially all, of said assigning Party's assets that relate to this Agreement.For the purposes of this Agreement,an"Affiliate"of a Party hereto,shall mean, any individual, corporation, partnership, limited liability company, limited liability partnership, firm, association, joint stock company, trust, unincorporated organization, governmental body, or other entity (collectively, a "Person") that directly, or indirectly, through one or more intermediaries,controls,or is controlled by,or is under common control with said Party.The term"control"(including the terms"controlled by"and"under common control with"), as used in the previous sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Party or such Person, as applicable, whether through ownership of voting stock, ownership interest or securities, by contract, agreement or otherwise. 15. Use Limitations. Grantee shall use the Easements solely for the purposes specified in this Agreement. There shall be no hunting or fishing on the Easements or any of Grantor's lands by Grantee or its officers,agents,employees,contractors, invitees,guests,or representatives at any time.No firearms or fishing equipment shall be taken on the Easements by Grantee or its officers, agents,employees, contractors, invitees, guests, or representatives at any time. 16.Notices.Any notice to be given under this Agreement must be in writing and shall be served: (a) by depositing same in the United States mail, addressed to the Party to be notified, postage prepaid and certified with return receipt requested; (b) by hand delivery; or (c) by any recognized expedited courier service (such as Federal Express) which requires the receiver of such notice to acknowledge receipt in writing. Notice (including any change of address notice) shall be effective only upon receipt at the address of the addressee. For purposes of notice,the addresses of the Parties shall be as follows: To Grantee: With a copy to: Motiva Enterprises LLC Motiva Enterprises LLC 500 Dallas St. 500 Dallas St. Houston, Texas 77002 Houston, Texas 77002 Attn: Land Manager Attn: Legal To Grantor: With a copy to: City of Port Arthur, Texas City of Port Arthur, Texas 444 4th Street 444 4th Street Port Arthur, Texas 77640-1089 Port Arthur, Texas 77640-1089 Attn: City Manager Attn: City Attorney 4 17. General Indemnity. (A) GRANTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS GRANTEE, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, LIABILITIES, LOSSES, COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND COURT COSTS), AND SUITS (COLLECTIVELY, "CLAIMS") FOR INJURY OR DEATH OF PERSONS OR DAMAGE TO PROPERTY, TO THE EXTENT CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR STRICT LIABILITYOF GRANTOR, ANY LESSEE OF GRANTOR OR ANY GRANTEE (OTHER THAN THE GRANTEE OF THIS AGREEMENT) OR INVITEE OF EITHER,TO THE EXTENT AUTHORIZED BY LAW. (B) GRANTEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GRANTOR, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (AS SO DEFINED ABOVE) FOR INJURY OR DEATH OF PERSONS OR DAMAGE TO PROPERTY,TO THE EXTENT CAUSED BY GRANTEE IN THE EXERCISE OF THE RIGHTS HEREIN GRANTED, EXCEPT TO THE EXTENT ARISING OUT OF ANY NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR STRICT LIABILITY OF GRANTOR, ANY LESSEE OF GRANTOR OR ANY GRANTEE (OTHER THAN THE GRANTEE OF THIS AGREEMENT) OR INVITEE OF EITHER. 18. Insurance.Throughout the entire term of this Agreement,Grantee shall procure and maintain in force and effect insurance coverage as described below for work performed in relation to the rights herein granted. All costs and deductible amounts shall be the responsibility and obligation of Grantee. Prior to commencing any construction activity and upon Grantor's written request, Grantee must deliver to Grantor certificate(s) of insurance naming Grantor as additional insured (except for part a) below) with respect to Grantee's liability insurance hereunder but only to the extent of Grantee's indemnification obligations herein. The limits set forth shall not be construed to limit Grantee's liability hereunder: a) Workers' Compensation insurance complying with the laws of the state or states having jurisdiction over each employee and Employer's Liability insurance with limits of$1,000,000 per accident for bodily injury or disease. b) Commercial General Liability insurance on an occurrence form with a combined single limit of $1,000,000 each occurrence; and for project specific, an annual aggregate of $1,000,000. Coverage must include premises/operations, products/completed operations, and sudden and accidental pollution. c) Auto Liability insurance covering owned,non-owned,and hired vehicles with a limit of$1,000,000 per occurrence or as required by law, whichever is higher. d) The Sudden and Accidental Pollution, which may be a separate, stand alone policy, but must still meet the $1,000,000 minimum limit requirement. If the coverage is 5 written on a claims-made policy form, the coverage must be maintained for two (2) years following completion of the work activities related to the Agreement. e) Regardless of the insurance requirements above, the insolvency, bankruptcy, or failure of any such insurance company providing insurance for Grantee or the failure of any such insurance company to pay claims that occur, such requirements, insolvency, bankruptcy or failure shall not be held to waive any of the provisions hereof. f) Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, Grantee shall maintain the option to self-insure as to any of the above insurance requirements. Upon written request, Grantee shall provide Grantor with a letter of self-insurance evidencing its compliance with such requirements. 19. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO LAWS GOVERNING CHOICE OF LAW OUTSIDE THE STATE. 20.No Conveyance. It is understood and agreed that this Agreement is not a conveyance of the Land covered hereunder, nor any interest in the oil, gas, or other minerals in, on or under same, but is only a grant of easements over, upon, across, under, and through Grantor's property. 21. Entire Agreement. This Agreement and the exhibits hereto set forth the entire agreement between Grantor and Grantee with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous understandings, negotiations, representations, warranties, or agreements, both written and oral, with respect to the subject matter of this Agreement. 22. Covenants Running with the Land. This Agreement and all of its terms, provisions and obligations shall be covenants running with the land affected thereby and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, executors, administrators, successors, and assigns. 23. Surrender. All property constructed, installed, or placed in,upon or under the Easements by Grantee(including,without limitation,the Pipelines)shall be and remain Grantee's property, and Grantee shall have the right to abandon the Pipelines in place in accordance with applicable law upon Grantee's intentional abandonment in writing of all of the rights herein granted. Any abandoned property shall become the property of Grantor in its AS- IS/WHERE-IS condition without any warranty, express or implied. 24. Modification. This Agreement may not be modified or amended except by a writing signed by the Parties. 25. Waiver; Consent. One or more waivers of the breach of any term or covenant of this Agreement by either Party shall not be construed as a waiver of a subsequent breach of the same covenant or term. The consent or approval by either Party of any act by the other Party 6 requiring such consent or approval shall not be deemed to waive or render unnecessary the consent or approval of any subsequent act. 26. Parties' Relationship. This Agreement is entered into by the Parties solely for the purposes described herein and to define the rights, obligations, and liabilities of the Parties associated therewith. Nothing contained in this Agreement shall be deemed or construed to make Grantee or its employees, consultants, contractors, subcontractors, and agents the employee or agent of Grantor, or to create any partnership,joint venture, or other association between the Parties hereto. 27. Joint Drafting. This Agreement has been jointly drafted, negotiated, and agreed upon by Grantor and Grantee. Any rule of contract interpretation that provides that ambiguity shall be construed against the drafting Party is inapplicable to this Agreement. Each of Grantor and Grantee acknowledges that it has been represented by legal counsel in connection with the negotiation and execution of this Agreement or that it has had an opportunity to engage such counsel. 28. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of the Agreement, and the remaining provisions of the Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. 29. Authority. Each of Grantor and Grantee warrants and represents unto the other that it has full right and authority to execute, deliver and perform its duties and obligations under this Agreement and that the Person executing this Agreement on behalf of such Party was authorized to do so. 30. Headings. The headings in this Agreement are for the convenience of the Parties and are not to be used in construing the document. 31. Counterparts. This Agreement may be executed in one or more counterparts, which together shall be considered the same document. 'Remainder of page intentionally left blank. Signatures appear on the following pages.] 7 THIS Agreement has been executed as of the dates set forth below. GRANTOR: CITY OF PORT ARTHUR,TEXAS a Municipal Corporation By: Name: Ronald Burton, CPM Title: City Manager STATE OF TEXAS § COUNTY OF JEFFERSON § This instrument was acknowledged before me on , 202_, by Ronald Burton, CPM as City Manager of City of Port Arthur, Texas, a municipal corporation on behalf of said municipal corporation. Notary Public in and for The State of Texas 8 GRANTEE: MOTIVA ENTERPRISES LLC, a Delaware limited liability company By: Name: Title: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on , 202_, by of MOTIVA ENTERPRISES LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public in and for The State of Exhibits: Exhibit A—Survey Plat of Land Exhibit B—Legal Description of Pipeline Corridor Easement Exhibit C—Survey Plat of Non-Exclusive Access Area Easement 9 Exhibit A Survey Plat of Land a....0'...." .. 0 ' . ... .. ,„...„..:, _\,, .„..,,,...„. ......,„. , .. , , , ,....,.;,„ .„...,.. " ,„., , - • . ,..,. - . — I • \ \ \ , \ \ A \ , \- ., ,,\I ,,% • I , ,.. , . '\ \ \ I ...,, .• , ,\ \ \ \ I \ \ \ . . , Y \ ,04\ ,. . . \vti" \ \IL. \ ..,. i•,, ,e,,•A.. ., :.,... , . . '. A 1 \ ..',.,. • .. 1\ \ \ \ A,i,.•.. •... tie . '' , .1 \ \ ‘ '.{. \ \ \ \ \ \ \ ..... , , ... \ \ \ ... ,.,..., IL \ \ \ ... • V. \ , \ t ! • -.,r, ,.., ,.„ ,,..„ ..... I t. \ I , V \ :6 I :,' , ‘; • \ I 1't • ,..,..,... \ \ V. '-4.,:.,•'-- ' '' \ \ \ • I ; .. . \ \ ' .. I , \,.\ •I :I •. \14V\ \ II \ \ .1 • I ' \ \ A •. I , \ \ \\,_ \ \ \\ .- .. • \ \ \\ .......=.... \ \ •1, • FIN4•111, \ \ ......\ ' ...."' t — - — i. ,.\_:,,,k, ',•,:::..-.: t •.. . , • ii1,4C4,42 I.‘ c 011,n:CCIIIIIXR / 1 '''''.Cruripaito 'IC l'LV•if.:";•;t7-5•7,g'11 W''..7....."'..''...a'''''''''')•.''..'''''...' :..I.,..,4.m......,........:"...:.::. • :.':'.'.:.'4."`44,-",1.45--WI.J4 k'l:P.,7.TI 4.°E?!...g'4:IT4F.' Mrt....',Z":",5 A-,4 Y,..I:24':,...—..fild,itiV4`t.:7i,. •-,..-,-.---1!--..-,.4.r."-. ,a......codo,...sc.,,ro.c rc cei.,co.r.•-,rc,,c,.a. 1 ,E.:,2•.4:7,,...•....t ,,„,., i ...;,;.7.,:a:•.,,4— 1.,.FrAnTreWii-rc'''ftCep.t"r_imc xrvi,c,,G.:4-.. 57111.1cCr W.,IS„VAC %..1120`,C A 0 I'It M41,1 MO. C •amic r:F""1 41-...."''',"' .T 7.-"1,2'=',;slt"as" ..ANYIlnere. Exhibit B Legal Description of Pipeline Corridor Easement ARCENEAUX WILSON&COLE engineering I suneying I pbmmng�g PIPELINE CORRIDOR DESCRIPTION- A 1.362-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE M"AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOL.1,PG.22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS BEING A 1.362-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATED TO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260,PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS, AND ALSO OUT OF AND PART OF A LNVA CANAL EASEMENT RECORDED UNDER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING.AT AROD WITH CAP STAMPED"SOUTEX",FOUND IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH 36 DEG.38 MIN.56 SEC WEST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT. SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE NORTH 65 DEG.00 MIN.37 SEC.WEST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK Q RANGE"M' AND LOT 4,BLOCK 8 RANGE"L",A DISTANCE OF 748.80 FEET TO A POINT FOR CORNER IN THE SOUTH LINE OF SAID LNVA CANAL EASEMENT; THENCE SOUTH 66 DEG.35 MIN.16 SEC.WEST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCKS,RANGE"L",A DISTANCE OF 28.08 FEET TOA POINT FOR CORNER BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND.SAID POINT FOR CORN ER HAVING A TEXAS COORDINATE VALUE OF NORTH 13,911,234.78'AND EAST 3,561,448.74'; THENCE SOUTH 68 DEG.24 MIN.47 SEC.EAST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK B,RANGE"L",A DISTANCE OF 773.96 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 36 DEG.38 MIN.56 SEC.WEST,ALONG AND WITH THE SAID WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 25.46 FEET TO THE AFOREMENTIONED ROD WITH CAP STAMPED"SOUTEX"DESCRIBED AS THE COMMENCING CORNER OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE SOUTH 39 DEG.16 MIN.09 SEC.WEST,ALONG AND WITH THE SAID WEST RIGHT-OF-WAY LINE OF TEXAS STATE IGH WAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 49.76 FEET TO A POINT FOR CORNER BEING THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE "M",AND LOT 4,BLOCK 8,RANGE"L",THE FOLLOWING SEVEN(7)COURSES: 1. NORTH 68 DEG.24 MIN.47 SEC WEST,A DISTANCE OF 799.68 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A CURVE TO THE RIGHT; 2. SAID CURVE TURNING TO THE FUGHT HAVING AN ANGLE OF 45 DEG.00 MIN.00 SEC.,HAVING A RADIUS OF 2023 FEET,AND WHOSE LONG CHORD BEARS NORTH 45 DEG.54 MIN.47 SEC.WEST,FOR A DISTANCE OF 15.48 FEET TO APOINT FOR CORNER; 3. NORTH 23 DEG.24 MIN.47 SEC.WEST,A DISTANCE OF 1.18 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A NONTANGENTIAL CURVE TO THE RIGHT; 4. SAID CURVE TURNING TO THE RIGHT HAVING AN ANGLE OF 44 DEG.53 MIN.41 SEC,HAVING A RADIUS OF 20.25 FEET,AND WHOSE LONG CHORD BEARS NORTH 00 DEG.55 MIN.22 SEC.WEST,A DISTANCE OF 15.46 FEET TO A POINT FOR CORNER OF AN INTERSECTION WITH A NON-TANGENTIAL LINE; 5. NORTH 21 DEG.35 MIN.13 SEC.EAST,A DISTANCE OF 43.55 FEET TO A POIN T FOR CORNER; 6. SOUTH 68 DEG.25 MIN.03 SEC.EAST,A DISTANCE OF 61.12 FEET TO A POINT FOR CORNER; 7. NORTH 66 DEG.35 MIN.16 SEC.EAST,A DISTANCE OF 10.46 FEET TO THE POINT OF BEGINNING. CONTAINING 59,325 SQUARE FEET OR 1.362 ACRES OF LAND. PRELIMINARY THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED,VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT Page 2 of 5 409.724.7888 3120 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awcengmm F-16194 10194049 Exhibit C Survey Plat of Non-Exclusive Access Area Easement FP- 4illr ARCENEAUX WILSON&COLE engineering I s.,rveying"1 Monning ACCESS ARM A 0.6153-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"W AND LOT 4,BLOCK 8,RANGE it"OF THE PORT ARTHUR LAND COMPANY,VOL 1,PG.22,MAP RECORDS OFJEFFERSONCOUNTY,TEXAS BEING A 0.6153-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATED TO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260,PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCINIjAT A ROD WITH CAP STAMPED"SOUTEX",FOUND IN THE NORTH RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH 36 DEC.38 MIN.56 SEC WEST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT.SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE NORTH 65 DEG.00 MIN.37 SEC.WEST,OVER AND ACROSS THE SAID LOT 4,BLOCK 8,RANGE"L"PARCEL OF LAND,AND OVER AND ACROSS A LNVA CANAL EASEMENT RECORDED PER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS, A DISTANCE OF 748.80 FEET TO A POINT FOR CORNER IN THE SOUTH LINE OF SAID LNVA CANAL EASEMENT,FOR THEpOINT OF BEGINNING. OF THE HEREIN DESCRIBED AREA SAID POINT FOR CORNER HAVING A TEXAS COORDINATE VALUE OF NORTH 13,911,245.94'AND EAST 3,561,474.51'; THENCE OVER AND ACROSS THE SAID LOT 4,BLOCK 8,RANGE"L",LOT 1,BLOCK 8,RANGE"M",AND THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,THE FOLLOWING FOUR(4)COURSES: 1. SOUTH 04 DEG.44 MIN.52 SEC.EAST,A DISTANCE OF 67.75 FEET TO A POINT FOR CORNER; 2. SOUTH 39 DEG.02 MIN.01 SEC.EAST,A DISTANCE OF 46.51 FEET TO A POINT FOR CORNER; 3. SOUTH 59 DEG.09 MIN.19 SEC.EAST,A DISTANCE OF 272.11 FEET TO A POINT FOR CORNER 4. SOUTH 61 DEG.10 MIN.10 SEC.EAST,A DISTANCE OF 36.68 FEET TO A POINT FOR CORNER IN THE MOST EASTERLY GATE CORNER OF A CHAIN LINK FENCE; 5. SOUTH 59 DEG.19 MIN.17 SEC.EAST,A DISTANCE OF 329.53 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY NO.73,SAME BEING THE SOUTH LINE OF THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE SOUTH LINE OF LOT 4,BLOCK 8,RANGE"I."; THENCE SOUTH 36 DEG.40 MIN.23 SEC.WEST,ALONG AND WITH THE NORTH RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY No.73,AND SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE SOUTH LINE OF LOT 4,BLOCK 8,RANGE"M",A DISTANCE OF 15.85 FEET TO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID LOT 4,BLOCK 8,RANGE"L",LOT 1,BLOCK 8,RANGE"M",AND THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,THE FOLLOWING THREE(3)COURSES: 1. NORTH 59 DEG.40 MIN.06 SEC.WEST,A DISTANCE OF 329.44 FEET TO A POINT FOR CORNER IN THE MOST WESTERLY GATE CORNER OF A CHAIN LINK FENCE; 2. NORTH 63 DEG.17 MIN.41 SEC.WEST,A DISTANCE OF 314.32 FEET TOA POINT FOR CORNER; 3. NORTH 61 DEG.24 MIN.43 SEC.WEST,A DISTANCE OF 120.36 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A CURVE TO THE RIGHT; 4. SAID CURVE TURNING TO THE RIGHT HAVING AN ANGLE OF 72 DEG.56 MIN.19 SEC.,HAVING A RADIUS OF 50.00 FEET,AND WHOSE LONG CHORD BEARS NORTH 23 DEG.17 MIN.59 SEC.WEST,A DISTANCE OF 59.44 FEET TO A POINT FOR CORNER OF AN INTERSECTION WITH A NON-TANGENTIAL LINE; 5. NORTH 11 DEG.06 MIN.43 SEC.EAST,A DISTANCE OF 46.91 FEET TO A POINT FOR CORNER IN THE WESTERLY LINE OF THE PREVIOUSLY DESCRIBED SIPHON AREA; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 4,BLOCK 8,RANGE"M",AND ALONG AND WITH THE SOUTH LINE OF THE PREVIOUSLY DESCRIBED SIPHON AREA THE FOLLOWING THREE(3)COURSES: 1. SOUTH 23 DEG.24 MIN.47 SEC.EAST,A DISTANCE OF 1235 FEET TO A POINT FOR CORNER 2. SOUTH 68 DEG.25 MIN.03 SEC.EAST,A DISTANCE OF 73.84 FEET TO A POINT FOR CORNER; 3. NORTH 66 DEG.35 MIN.16 SEC.EAST,A DISTANCE OF 38.54 FEET TO THE POINT OF BEGINNING CONTAINING 26,804 SQUARE FEET OR 0.6153 ACRE OF LAND. JOB FF U t A'AR�/ SURVEYED:F 7?� i NOTE:SEE ACCWfbt WaragNIFTSHALLNOTBE RECORDED FOR ANY PURPOSE BY: TALL NOT U^ D VIEWED RONALDJ.ARC !)No.4572 FOR AND ON BBEt •'&COLE Page 3 of 5 409.724.7888 3120 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awceng.com F-16194 10194049 �E R i 81, % , o e „ ,:,„ p„,,,.,.. . 1 2. a o2 gg tq m T `a — i/ rP lE oreieW q-s. goo i 5g 1 r 002 g:e E$ Eg ; I'L- I I #``' 112 to �.� S� a I e C;>, 'i i 3 ay $¢¢$�� of #'-�! w -C 6 s G G r. k o x S t I sO nSIG S.' L;2 , i F j l I I ' i n a -;S s s G F I �i n '� - E'i I 1 I / c r I I z. ;D Wi 1N �f rt$ I ; I I : y4 aq-- qSx'� ' 3ll r �i '�i �� n'R£ q:J 1 I za y K d - ' S 4 f C _C C 9+ ' z ' v g 1< ` m 7 , I 4II ti2 R fi u + ' g U L i7 .... n -" L M r. i f 1 - ,i A o Y , I. ; _ I 56555 ';! ki,-Y'." 0 a5 A g ° S �y� > I xac ei 000� . I $ P M s w ' o R€w�`shg5 w 80 9 of ! . -9g A WI who I Ig-., 1 ti E 7 1111$ r a N m � ei I e r 1 1 } N ?.8A1 it / o T si mli lit 1 i ' —--,:l . 1s1�� 7— ,-Cii LINL F. ,._�ew..�-.•..iw,�wr.4rsraulr =�m.E�«..o�,...ucrvmaasR«.Errnwu»,.w.�,auwwn�r..ro.rrnaa.�uwr-,.�i.�a>.. I 1 I 1m r+a Az 1 1 QRo. I ffiRs L' I I 1 vT I I I g r ' : a s I N. 1 1 1 Pad ; I 1 I P Nl'i ; , I I x,, R ' J T- Nm IP;17l ;•i G IA,%=1 1 I I G 1;$ ~3 "- ;. I' s_ _. I1 hm I i I g I r' I 1 1 g a- 1. 1 `„,.,rc „ 1 <z? ray , 6,7 I i ; ^ ii of I i ..0„> E6 a sy m ' 14- EI S 11, a� is u ylki 'r ! ;o Asp _ 4 Y $ F=E5 EXHIBIT 2 (Temporary Construction Access and Workspace Agreement) TEMPORARY CONSTRUCTION ACCESS AND WORKSPACE AGREEMENT This Access and Workspace Agreement ("Agreement") is made as of the 31st day of January, 2026, ("Effective Date") by and between the City of Port Arthur, a Municipal Corporation, whose address is 444 4th Street, Port Arthur, Texas 77640 (herein referred to as "Owner"), and Motiva Enterprises LLC, a Delaware limited liability company (herein referred to as "Licensee"), having an office at 500 Dallas Street, One Allen Center, Houston Texas 77002. Licensee and Owner are collectively referred to as the "Parties". RECITALS WHEREAS, Owner owns certain real property located in Port Arthur, Jefferson County, Texas, as more particularly described and/or depicted in Exhibit A attached hereto and made a part hereof(the "License Area"); and WHEREAS,Licensee has requested to enter into this Temporary Construction Access and Workspace Agreement for the License Area to be occupied non-exclusively by Licensee for the purposes of accessing and using the License Area as a laydown and construction yard for Licensee's Raw Water Intake and Pipeline Project occurring near the License Area as further described in Exhibit B(such activities hereinafter collectively referred to as the"Work")attached hereto and made a part hereof; NOW,THEREFORE,in consideration of the mutual covenants contained herein,and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Right of Access. Owner hereby grants to Licensee and its employees, contractors, subcontractors, and other agents (collectively, "Licensee Parties") a non-exclusive right of entry on, across and over the License Area for the Work. The rights granted under this Agreement are subject to all licenses, leases, easements, restrictions, rights of way, encumbrances and claims of title affecting the License Area (or any other portion of Owner's land over which Licensee may have rights hereunder), that are of record or visible upon a reasonable inspection of the License Area.No later than fourteen(14)days from the Effective Date, Owner shall notify Licensee of the designated gate to be used for entry into the License Area. Licensee is granted a non-exclusive right of way for using the gate designated by Owner solely to access the License Area for the purposes as set forth herein.Notwithstanding the foregoing,Owner may from time to time elect to terminate Licensee's rights to access the License Area using the gate designated by Owner so long as Owner provides Licensee with reasonable ingress and egress rights over another portion of the land (or on other land of Owner's adjacent to the then-current License Area), along a route that is reasonable and appropriate under the circumstances then existing, in order to obtain such access. This Agreement shall not grant any rights to Licensee(or any other Licensee Parties)in connection with the License Area other than those expressly set forth herein. This Agreement does not grant Licensee any interest in the License Area and shall not be construed as an easement. 2. Term. Subject to the conditions set forth in this Agreement, the term of this Agreement shall begin on the Effective Date of January 31, 2026, and continue thereafter for twenty-four(24)months. 3. Surplus. The License Area is currently being used by Owner as a storage/laydown area for surplus equipment, material, debris, and other miscellaneous items ("Surplus"). The Surplus will interfere with the Work. Accordingly, prior to Licensee taking possession of the License Area on the above Effective Date, Owner agrees to relocate or remove the Surplus from the License Area in such a manner that Surplus will not interfere with Licensee's Work. Should Owner not relocate or remove the Surplus prior to Licensee taking possession of the License Area, Licensee shall be granted, by Owner, the right to relocate the remaining Surplus to a location as agreed to by the parties that will not interfere with the Work. In moving Surplus, Licensee shall not be liable for any damage to Surplus and shall in no way take ownership or responsibility of Surplus. Time is of the essence for Owner's removal of the Surplus. Excluded from Surplus is piping currently located on License Area further described as PVC and HDPE pipe meant for water and/or sewer service marked with yellow paint and as mutually agreed upon by Owner and Licensee. Said piping will be removed and disposed of by Licensee in a method chosen solely by Licensee. 4. Limitations on Access and Use. The License Area may only be used only for the Work.Licensee shall not use or permit the License Area to be used for any other purpose.Licensee shall not use or maintain the License Area in any manner that constitutes a violation of any applicable law(including any environmental law) or breach of this Agreement. The use of the License Area(and any other property of Owner providing ingress or egress to the License Area) by the Licensee Parties shall be in accordance with applicable laws, regulations, and ordinances. All areas in which Work is performed shall be kept reasonably free from rubbish and debris.Upon completion of Licensee's project, the License Area shall be restored as closely as reasonably practicable to the condition it was in immediately prior to commencement of the Work, including any and all damage, if any, to Owner's structures, fences, improvements, and equipment caused by the Work. The Work and the cost thereof are the sole responsibility of Licensee. Licensee, at Licensee's sole cost and expense, shall obtain all necessary consents, approvals, authorizations and permits necessary to enter on the License Area and to perform the Work. 5. Licensee Parties. Licensee expressly agrees that it shall exercise non-exclusive control and supervision over the Licensee Parties. Under no circumstances shall Licensee permit access on the License Area of third parties who are not involved in the performance of the Work without prior consent of Owner. 6. Standard of Performance,Consultants and Contractors.Licensee shall not enter into any agreement with an employee,contractor,subcontractor,or other agent that is inconsistent with the provisions of this Agreement and shall secure the performance of all Work by each agent in accordance with the requirements of this Agreement. Licensee shall be solely responsible for directing, supervising, and paying all fees and expenses of Licensee Parties. 2 7. Security. Notwithstanding anything to the contrary contained in this Agreement, Licensee shall be, at all times, solely responsible for the safety and security of its equipment and supplies. Licensee shall be allowed to fence and gate the boundary of the laydown area provided Owner is given a gate key and access rights subject to Section 9 below. 8. No Warranty. THIS AGREEMENT IS GRANTED WITHOUT WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES WHICH MIGHT ARISE BY COMMON LAW OR BY STATUTE. LICENSEE HEREBY ACCEPTS THE LICENSE AREA AND AGREES AND ACKNOWLEDGES THAT THE LICENSE AREA IS PROVIDED FOR USE ON AN "AS IS, WHERE IS" BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH ANY AND ALL LATENT AND PATENT DEFECTS. BY ITS EXECUTION OF THIS AGREEMENT, LICENSEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION OF OWNER WITH RESPECT TO THE CONDITION OF THE LICENSE AREA AND LICENSEE IS RELYING SOLELY AND WHOLLY ON ITS OWN EXAMINATION OF THE LICENSE AREA. OWNER HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY MAKES NO WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR ANY PURPOSE, OR ANY OTHER WARRANTY WHATSOEVER. NO EMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY OR CONDITION OF THE LICENSE AREA, MERCHANTABILITY, SUITABILITY, EXISTENCE OF LATENT OR PATENT DEFECTS OR FITNESS OF THE LICENSE AREA FOR ANY USE WHATSOEVER,KNOWN OR UNKNOWN. IN NO EVENT SHALL OWNER BE RESPONSIBLE OR LIABLE TO LICENSEE FOR, AND LICENSEE HEREBY RELEASES AND DISCHARGES OWNER FROM, (I) LATENT OR PATENT DEFECTS OR FAULTS, IF ANY, IN THE LICENSE AREA, OR(II) RESPONSIBILITY FOR REMEDYING OR REPAIRING LATENT OR PATENT DEFECTS OR FAULTS, IF ANY, IN THE LICENSE AREA, INCLUDING, WITHOUT LIMITATION, UNDERGROUND STORAGE TANKS, PIPELINES OR HAZARDOUS OR TOXIC MATERIALS, CHEMICALS OR WASTE. 9. Information/Access. Upon reasonable notice to Licensee, but in no case, except in case of emergencies, shall reasonable notice be less than 24-hours, Owner will have full access to any and all areas of the License Area being utilized by Licensee to observe the conduct of the Work but Owner agrees to not materially interfere with Licensee's Work while in the License Area. Any written reports related to the condition of the License Area created by any Licensee Parties related to the Work shall be made available to Owner in a timely manner. 10. Insurance. Licensee shall satisfy the insurance requirements set forth in Exhibit C attached hereto and made a part hereof. The requirement to procure and maintain such insurance will not limit or otherwise affect the indemnity obligations contained herein. 11. Liens. Licensee shall use commercially reasonable efforts to save and keep the License Area free from all mechanic's and materialmen's liens and all other liens arising from or associated with the Work. In the event any lien or claim arising from or associated with the Work is filed by any person claiming by,through,or under any Licensee Parties, such lien or claim shall be removed and discharged by Licensee as soon as reasonably practicable(but Licensee shall have 3 the right to challenge any such liens in its reasonable discretion). Licensee shall promptly notify Owner in writing of the filing of any such lien or claim, shall keep Owner abreast of Licensee's efforts to discharge such lien and shall provide a copy of the recorded release or discharge of lien or claim within five (5) days after Licensee receives a recorded copy of the release or discharge. 12. Assignment. Licensee shall not assign, in whole or in part, any portion of this Agreement without the prior written consent of Owner, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, any proposed assignment, in whole or in part, of this Agreement to Licensee's Affiliates (as defined below) shall not be subject to Owner's prior written consent. For the purposes of this Agreement, an "Affiliate" shall mean, any individual, corporation, partnership, limited liability company, limited liability partnership, firm, association,joint stock company,trust, unincorporated organization, governmental body, or other entity (collectively, a "Person") that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with said party. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party or such Person, as applicable, whether through ownership of voting stock, ownership interest or securities,by contract, agreement or otherwise. 13. Parties' Relationship. This Agreement is entered into by the Parties solely to provide non-exclusive access to and non-exclusive use of the License Area for the Work.Nothing contained in this Agreement shall be deemed or construed to make Licensee or any other Licensee Parties the employee or agent of Owner, or to create any partnership, joint venture, or other association between the Parties hereto. 14. Entire Agreement. This Agreement represents the entire agreement between Owner and Licensee with respect to matters contemplated herein. This Agreement may not be modified or amended except by a written agreement executed by the Party to be bound thereby. 15. INDEMNITY. LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS OWNER, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (AS SO DEFINED ABOVE) FOR INJURY OR DEATH OF PERSONS OR DAMAGE TO PROPERTY, TO THE EXTENT CAUSED BY LICENSEE PARTIES IN THE EXERCISE OF THE RIGHTS HEREIN GRANTED,EXCEPT TO THE EXTENT ARISING OUT OF ANY NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR STRICT LIABILITY OF OWNER, ANY LESSEE OF OWNER OR ANY GRANTEE OR INVITEE OF EITHER. 16. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, Owner, Licensee and their respective successors and permitted assigns. 17. Notices. All notices, requests, demands or other communications hereunder shall be in writing and. addressed as follows: 4 If to Owner: City of Port Arthur, Texas P.O. Box 1089 Port Arthur, Texas 77641 Attn: City Manager A copy to: City of Port Arthur, Texas P.O. Box 1089 Port Arthur, Texas 77641 Attn: City Attorney If to Licensee: Motiva Enterprises LLC 500 Dallas St. One Allen Center Houston, Texas 77002 Attn: Land Manager All notices,requests,demands,and other communications must be in writing and shall be deemed to have been served if delivered by hand, or sent by certified United States mail, return receipt requested,with proper postage prepaid. 18. Expiration; Survival. Licensee's rights hereunder shall expire and/or terminate as set forth in this Agreement unless otherwise extended or reinstated by written agreement between Owner and Licensee or terminated by mutual agreement of the Parties. 19. Attorney's Fees and Court Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement,the prevailing Party shall be entitled to reasonable attorney's fees and court costs, in addition to any other relief to which the Party may be entitled. 20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO LAWS GOVERNING CHOICE OF LAW OUTSIDE THE STATE. 21. Construction. The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 22. Authority. The Parties warrant and represent that they have the full right and authority to execute, deliver and perform the respective duties and obligations under this Agreement and that the Person executing this Agreement on behalf of such Party was authorized to do so. 5 23. Recording.Neither this Agreement nor any memorandum thereof shall be recorded without the prior written consent of Owner. 24. Counterparts; Electronic Means. This Agreement may be executed in multiple counterparts, which together shall be deemed the same instrument. This Agreement may be executed by a Party's signature transmitted by electronic means, including by facsimile or e-mail ("Electronic Means"),and copies of this Agreement executed and delivered by Electronic Means have the same force and effect as copies executed and delivered with original signatures. All Parties may rely upon signatures transmitted by Electronic Means as if such signatures were originals. Any Party executing and delivering this Agreement by Electronic Means, at the request of any other Party, shall promptly deliver a counterpart signature page of this Agreement containing said Party's original signature. A signature page transmitted by Electronic Means may be introduced into evidence in any proceeding arising out of or related to this Agreement as if it were an original signature page. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in the manner appropriate to each, effective as of the Effective Date first above written,regardless of the execution dates below. Owner: City of Port Arthur,Texas, a municipal corporation By: Name: Ronald Burton, CPM Title: City Manager Date: Licensee: Motiva Enterprises LLC, a Delaware limited liability company By:Name: Title: Date: 7 EXHIBIT A (License Area) 8 A- CliA/C ARCENEAUX WILSON&COLE enymreriny I su.veyin9l ti IOmmn9 CONSTRUCTION EASEMENT A 2.805-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE M,LOT 2,BLOCK 8,RANGE"M,AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOL.1,PG.22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS BEING A 2.805-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L" OF THE PORT ARTHUR LAND COMPANY,RECORDED IN VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING PART OF AN LNVA CANAL EASEMENT RECORDED PER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS, AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATED TO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260, PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A ROD WITH CAP STAMPED"SOUTEX",FOUND IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH 36 DEG.38 MIN.56 SEC.W EST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT.SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE SOUTH 39 DEG.16 MIN.09 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE EAST LINE OF A LNVA CANAL EASEMENT RECORDED UNDER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS,A DISTANCE OF 146.75 FEET TO A POINT FOR CORNER BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND.SAID POINT FOR CORNER HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,815.99'AND EAST 3,562,060.33'; THENCE SOUTH 36 DEG.40 MIN.23 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 15.85 FEETTO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",THE FOLLOWING SIX(6)COURSES: 1. NORTH 59 DEG.40 MIN.06 SEC.WEST,A DISTANCE OF 329.44 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHEAST FENCE LINE; 2. NORTH 69 DEG.20 MIN.12 SEC.WEST,A DISTANCE OF 60.75 FEET TO A POINT FOR CORNER; 3. SOUTH 23 DEG.39 MIN.56 SEC.WEST,A DISTANCE OF 104.96 FEET TO A POINT FOR CORNER; 4. SOUTH 31 DEG.43 MIN.06 SEC.WEST,A DISTANCE OF 45.80 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHWEST FENCE LINE; 5. SOUTH 15 DEG.05 MIN.27 SEC.WEST,A DISTANCE OF 36.32 FEET TO A POINT FOR CORNER; 6. SOUTH 53 DEG.34 MIN.15 SEC.EAST,A DISTANCE OF 344.88 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 36 DEG.40 MIN.23 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 25.00 FEET TO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL Of LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",THE FOLLOWING THREE(3)COURSES: 1. NORTH 53 DEG.34 MIN.16 SEC.WEST,A DISTANCE OF 89.21 FEET TO A POINT FOR CORNER; 2. SOUTH 36 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 986.77 FEET TO THE BEGINNING OF A CURVE TANGENTIAL TO THE LEFT, 3. SAID TANGENTIAL CURVE TO THE LEFT HAVING AN INTERNAL ANGLE OF 79 DEG.07 MIN.39 SEC.,AN ARC LENGTH OF 104.03 FEET,A RADIUS OF 75.32 FEET,AND WHOSE CHORD BEARS SOUTH 08 DEG.36 MIN.01 SEC.EAST,A DISTANCE OF 95.95 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 66 DEG.32 MIN.51 SEC.WEST,ALONG AND WITH THE WEST LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND, A DISTANCE OF 26.83 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A NONTANGENTIAL CURVE TO THE RIGHT; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",AND LOT 4,BLOCK 5,RANGE"L",AND THE SAID LNVA CANAL EASEMENT,THE FOLLOWING FIFTEEN(15)COURSES: 1. SAID NONTANGENTIAL CURVE TO THE RIGHT HAVING AN INTERNAL ANGLE OF 74 DEG.04 MIN.26 SEC.,AN ARC LENGTH OF 129.50 FEET,A RADIUS OF 100.17 FEET,AND WHOSE CHORD BEARS NORTH 04 DEG.43 MIN.45 SEC.WEST,A DISTANCE OF 120.67 FEET TO A POINT FOR CORNER; Page 1 of 3 409.724.78E18 3120 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awceng.com F-16194 101 404' 9 r ARCENEAUX WILSON&COLE engineering surver.g I plenn.ng 2. NORTH 36 DEG.02 MIN.07 SEC.EAST,A DISTANCE OF 986.94 FEET TO A POINT FOR CORNER; 3. NORTH 53 DEG.34 MIN.15 SEC.WEST,A DISTANCE OF 273.01 FEET TO A POINT FOR CORNER; 4. NORTH 35 DEG.47 MIN.41 SEC.EAST,A DISTANCE OF 58.98 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHWEST FENCE LINE AND CONTINUING A TOTAL DISTANCE OF 102.33 FEET TO A POINT FOR CORNER; 5. NORTH 12 DEG.03 MIN.00 SEC.WEST,A DISTANCE OF 6L37 FEET TO A POINT FOR CORNER; 6. NORTH 34 DEG.55 MIN.25 SEC.WEST,A DISTANCE OF 84.97 FEET TO A POINT FOR CORNER; 7. NORTH 69 DEG.20 MIN.12 SEC.WEST,A DISTANCE OF 126.61 FEET TO A POINT FOR CORNER; 8. SOUTH 37 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 75.88 FEET TO A POINT FOR CORNER; 9. NORTH 53 DEG.24 MIN.27 SEC.WEST,A DISTANCE OF 322.00 FEET TO A POINT FOR CORNER; 10. NORTH 36 DEG.25 MIN.46 SEC.EAST,A DISTANCE OF 189.46 FEET TO A POINT FOR CORNER; 11. SOUTH 53 DEG.19 MIN.30 SEC.EAST,A DISTANCE OF 324.00 FEET TO A POINT FOR CORNER; 12. SOUTH 37 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 78.64 FEET TO A POINT FOR CORNER; 13. SOUTH 67 DEG.12 MIN.24 SEC.EAST,A DISTANCE OF 279.10 FEET TO A POINT FOR CORNER; 14. SOUTH 61 DEG.10 MIN.10 SEC.EAST,A DISTANCE OF 38.68 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHEAST FENCE LINE; 15. SOUTH 59 DEG.19 MIN.17 SEC.EAST,A DISTANCE OF 329.53 FEET TO THE POINT OF BEGINNING. CONTAINING 122,167 SQUARE FEET OR 2.805 ACRES OF LAND. JOB NUMBER:0E1-040 SURVEYED,NOVEMBERP,RE LI M I NARY NOTE:SEE ACCOMPANYIKLYI`OCUM ENT SHALL NOT 8E RECORDED FOR ANY PURPOSE BY: AND SHALL NOT BE USED,VIEWED RONALD J.ARCENEAUX, pp FOR,AND ON BEHALF OF:ARCE O LE 409724.7888 Page 2 of 3 3120 Central Mall Drive .. .,„n,-a o.,Ro,crnoe-aa\. .eAmoa..6m.3....u.m.m.. ......«voe-w. rtronnucc. m..e.cmasunarr,..u.a Port Arthur,TX 77642 Engineering Surveying awceflg.COM F-16194 10194049 10 ----------- --— fi ---------..: l': trr *;i1'sgq!11 ;u2i ...... t.;3.. ,. 4 Z;;;ZR 5*34 Intrg14-7gV II c.7, ad .,i.„0 }-.5.:2 '..1•-.c 1:,..;;?;_,. •ze p ''' Sit 47' ---'c r5 4% II P,g, ,; go? 3,,i.iprA;;tv.! '4E-21 k Ci 17, eet:n'S 7e; g r.2 is" ; ',';'• :II, `; ' i .g a ,.. , - 1 E5 .t,T. 4 : r _ ,f8 ( : : ,55 ..* • 15 '-—— ,t :! 7 :,I ,'7 . _ - T 17: ; _ —— • —— r ± ; —— —,- -— —— - f ta- , :ca. ,z`l.0, ; • g .,, , \ a 11 • EXHIBIT B (Raw Water Intake and Pipeline Project) 12 • • OLOOK• tiAR.M.,... ........... '''' VISPZI cc \ oa.at'W..= 1 ... ' r.::-; , blmi.6rImmml 'trISPIire,' \ 401.r..V.......,....>. ....f., i !sr. '"'SO .. 'r- gni'-ri V ,....14,••• \ \, , •.••,,,A.C.:..' r4 ' \ 1 \I\4 , . ., \ \ I \ ," \ • 4'41:.';',4'1:4' 4 . • . \ \I ' ' ' \ .''• 1 \\ .... \ KA, • -'' \ SLOOK• a ' \ A \ •.1\ • ' ‘, • .. \ \ \ •.,,, AT..•'7,7"•;."•, _,•-- 1 ....F..•,7g'-';',,,,,.,•:.„—- I . I \ I \ ..a."r".-",:_'_,..-•_..,,-..„, . c . • . • • , 6\ 1\ \ ,,... 1 \ \ \ \ \ 0\ .,. . . . ,..;ti 4 '''. ,. . I \ \ . I \ 1 \ .. . ,. . 1 \ \ \ . .,1 \ \ \ . ....., .. 7. L"..... ,— \ , '• I • • ' , I \ \ \ . .... • ' \ . • • ' \ ..- \ \ I \ \ \ .,. 1 k-•'R 1: \ \, \',„. !;•' \ "... •‘ \ \'... , 1, , c.-- ,o'Sglx :00,•,,,,,. ,‘ • ,. „ 1,'"• • :.,: ;7:', I \ I‘. \t I \ I., 1 „; \ \ ‘ • \s I \ • "-,s4'il, , \.011;k\ \ •• • \— \ ' , \ \ '..\ .. i. . 1 \ \\ , . .,... .., \ \ \\ \ \ \A "sy g \ \ \\ . • \ \ \\ .. — _ _ 1___\_L‘,. •„.4:L0.n.'47 • .11.PONJO NI 14,01.i.,Cli,ler i ...—COIIIIIK.wir 1 ,11,,,It SIFJ X. tf•-'4..I'LL*-a",a'—..;,;,..1.1',A;',.,,n;L%-maggaz..X, •'Dawns A.csvous ito.vers PM tun On n.ran scr,..-r ''. I--- '=" 1 ....,.. s-sra,,1143,X11 CY!.AV,,14511;lk u_s saw-.-rn 1r-• •"*",,......,.....,.co.-c",c•-•'. r 27,;1V4ITIL-.471A1..jr4V-12'•-'?;4-ta,21'I',21.—:,- Er.t.le.',ft....1i,f-r,..rdr,a,,L.Nrfiztorls'1",5,:, ;„•—l.c.11',„Ir,"--- — ---_, fikiiiNiy.flrilryns.-, ii,„nr... .•11,'"=.41,';',a,a --------- PRR•oir Ks ..'..* ''''''"'111"44ers'oPY Tit:m.7'a 7r,FM•rl,Vr'''' 1 ''.4..,•!".;,:....,.:'''. •M.111.7-CZ.:,171/21.-f*.' 5 I=.+37..'WM CI'IV lefla*r.,r •alAIC gra.'ort44R1Ttat't Mr,,' U...4-*tt.-LW W. i'0;./"Z3 A,rVre C.!",.i I• =r--..rag usTpm,eo Ilnx�,.W�eY4tlYfaMIY F 311BY�Piaoec/sa[wwb wmirwiov "mom-•^.•nR.w F.we�xrlpa�ma'AIMer-•frrr vevi•q ♦ u u m m -y d i Aii WI 0 1 Ilu mxN mz>n[o mz,42 U9..-9>m aP./xLB A z WurnO Wwm6 of ! 8m 71 .100.4(g4"1-4..:- ,,/.4P0/ 3A 9 6" N � m O �•oNz m'ogz Ac 'o< EE 1$/ oq IF y ,1 D'�' .- l� N AWTIa JAAD y \ _ n Q A �C�n OUAf'1Z AW➢Z ___- Oft , 1s co iAlf s �,�� m� pp ry : : : : ; ; c e IPfs 6 v� \v u, I ' m m m E E f Tt 4 . §=v 1 � L Y � R 3 I .� y`, rig u j N 4 Y 39 • N N v _ $ ; 4 3 6 • •— ' I 1 // . .. m t 'O v 1 1 I nl /I L 8 8 ,' o® O CO O 1 w I 1 A pp { y�-Jyy t'g� 1 ' / I , ' ' S ! ,, M $ 3 , 2 . 1 .3 . t m m Tr' fm NN; 2 1 1 l t t g -d 5 l p ✓n n p p J _n J}CaS, gl 6 8 v a _ N $ R C U N W A D 1 Q .2 5559. 558 CI m N N N nto, "'oSS$ & y D R o O g /' T V I f �� I 4 a 5 " IT g N N N �,1 ; 31 ! i /ly, -zi$ / I 2 555559 xi Ei ETOM r T e 5 ,c! / 1 ( m • mmm g a �- �u,m 8 m / Hi II �'J �^aogr a8� c �, ' / C N �5'�'$o ��=EE 8;5 r 1 , , • Hi elg10 !/ 1 1 gg. 1 is pp / 77 IF n ' l'i)311 s S ' d / �'8 o I , • f 9 - N i / �_3 5illei I / I 3 �/ ii . 0. E 10 „,K 8 � ff — fit I $`� / I ill N� m I 4 85 I i 0 36'3g, p - �i f��+ R ltyy �^Y p / �i z "1)gB.g .(M E 1. = 6 33 O A; K �dR,�m°"' x'S'A, I g to `\ ,� GO T" .. D O m2•n y um t_ p 8 yp 2 2� 2m // ' I it-OR -x '1 A 2ii 20 I N m�eomg2^ *pin g m o __E i' i U� I I m $n$n (�'Ug�CAlFHIyy� g'fi z -. a� I Z 448M8qt R.qN,� T a o i 1 IT Gi- m II ` MATCH LINE `PALE 0 u51PMN.E0 IMly,ra.�-4 NYzsc-n rPnm MIBCiI®s/Ji - - ._ MrYp/MiidOMwitr/I.l11Wv MATCH LINE PAGE 6 PE / / I I I > x, , m\� iin m / I 1 ' /, � 4 . / / g I I t I / v 1y f$0„,t / - . 1 / / 2 T �1? 1 Ili Ig, I / / $,T IAIIMPI i / / eA, I 1 ii / oV m z m m 1 I / m 1 n \...„ 1 / ® dos . . 1 7 I I 5 sT O D f (P�B4C ww„ ` .p R.O L23 /�O N 3�38 I I I' �J�17g``.(A1)f 1 -2-^o$m�6 II .�p I ' I ! g b 1 I I g•o® 655 91 ill `�r _ €ilii 0 ; 6 us z 11 F O 9 n C g i Ti m " O $ A N 4 OA Oz•Y si '� y T! ^ Zi 5 A m I m 5 5 gogi " z m A im Q ile/ y n o ` � x o 1 0 N � ag u gv D m c j ; Lt D u n I <e w CFi g A' o m >O 8 H NC m O EXHIBIT C INSURANCE Throughout the entire term of this Agreement, Licensee shall procure and maintain in force and effect insurance coverage as described below for work performed in relation to the rights herein granted. All costs and deductible amounts shall be the responsibility and obligation of Licensee. Prior to commencing the Work and upon Owner's written request,Licensee must deliver to Owner certificate(s) of insurance naming Owner as additional insured (except for part a) below) with respect to Licensee's liability insurance hereunder but only to the extent of Licensee's indemnification obligations herein. The limits set forth shall not be construed to limit Licensee's liability hereunder: a) Workers' Compensation insurance complying with the laws of the state or states having jurisdiction over each employee and Employer's Liability insurance with limits of[$1,000,000] per accident for bodily injury or disease. b) Commercial General Liability insurance on an occurrence form with a combined single limit of [$1,000,000] each occurrence; and for project specific, an annual aggregate of [$1,000,000]. Coverage must include premises/operations, products/completed operations, and sudden and accidental pollution. c) Auto Liability insurance covering owned, non-owned, and hired vehicles with a limit of[$1,000,000] per occurrence or as required by law, whichever is higher. d) The Sudden and Accidental Pollution,which may be a separate, stand alone policy, but must still meet the [$1,000,000] minimum limit requirement. If the coverage is written on a claims-made policy form,the coverage must be maintained for two(2) years following completion of the work activities related to the Agreement. e) Regardless of the insurance requirements above, the insolvency, bankruptcy, or failure of any such insurance company providing insurance for Licensee or the failure of any such insurance company to pay claims that occur, such requirements, insolvency, bankruptcy or failure shall not be held to waive any of the provisions hereof. f) Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, Licensee shall maintain the option to self-insure as to any of the above insurance requirements.Upon written request,Licensee shall provide Owner with a letter of self-insurance evidencing its compliance with such requirements. EXHIBIT 3 (Recording Memorandum) tpw NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. RECORDING MEMORANDUM THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF JEFFERSON § That the undersigned, City of Port Arthur, a Municipal Corporation whose mailing address is 444 4th Street, Port Arthur, Texas 77640 (hereinafter referred to as"Grantor",whether one or more) for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has entered into an easement agreement, herein referred to as the "Agreement", with Motiva Enterprises LLC, a Delaware Limited Liability Company with offices at 500 Dallas St., Houston, Texas 77002, (hereinafter called"Grantee"), its successors and assigns. Through this Agreement, Grantor grants and conveys to Grantee the Temporary Construction Access and Workspace Agreement and Non-Exclusive Term Easement Agreement (collectively, the "Easements") burdening the land particularly described and depicted in Exhibits"A", "B"and"C",all of which are attached hereto and incorporated herein for all intents and purposes. All prospective assignees,mortgagees or other parties claiming some interest or acquiring some interest by,through, or under any of the above-mentioned parties are put on notice of the priority of the Agreement and the terms and provisions thereof and can contact the parties to determine the terms and provisions thereof. The Agreement contains other provisions that limit and restrict the rights of the parties in relation to their specific interests in and to the property covered by the Agreement. [Remainder of page intentionally left blank. Signatures appear on the following pages.] EXECUTED ON THE DAY OF , 20_ GRANTOR: CITY OF PORT ARTHUR,TEXAS a Municipal Corporation By: Printed Name: Ronald Burton, CPM Title: City Manager ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF JEFFERSON § This instrument was acknowledged before me on the day of 202_, by Ronald Burton, CPM,as City Manager of the City of Port Arthur, Texas, a Municipal Corporation, on behalf of said Municipal Corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 202 . Notary Public in and for the State of (Print Name of Notary Public Here) • GRANTEE: MOTIVA ENTERPRISES LLC, a Delaware Limited Liability Company By: Printed Name: Title: ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on the day of 202_, by , as of Motiva Enterprises LLC, a Delaware Limited Liability Corporation, on behalf of said Limited Liability Corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 202 Notary Public in and for the State of (Print Name of Notary Public Here) Exhibit A (Temporary Construction Access and Workspace) •ó '• a MNARCENEAUX WILSON&COLE engineering i survey'ny I planning CONSTRUCTION EASEMENT A 2.805-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M,LOT 2,BLOCK 8,RANGE"M,AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOL.1,PG.22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS BEING A 2.805-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L" OF THE PORT ARTHUR LAND COMPANY,RECORDED IN VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING PART OF AN LNVA CANAL EASEMENT RECORDED PER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS, AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATEDTO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260, PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A ROD WITH CAP STAMPED"SOUTEX",FOUND IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAIDCITY OF PORTARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH36 DEG.38 MIN.56 SEC.WEST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT.SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE SOUTH 39 DEG.16 MIN.09 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE EAST LINE OF A LNVA CANAL EASEMENT RECORDED UNDER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS,A DISTANCE OF 146.75 FEET TO A POINT FOR CORNER BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND.SAID POINT FOR CORNER HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,815.99'AND EAST 3,562,060.33'; THENCE SOUTH 36 DEG.40 MIN.23 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 15.85 FEET TO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",THE FOLLOWING SIX(6)COURSES: 1. NORTH 59 DEG.40 MIN.06 SEC.WEST,A DISTANCE OF 329.44 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHEAST FENCE LINE; 2. NORTH 69 DEG.20 MIN.12 SEC.WEST,A DISTANCE OF 60.75 FEET TO A POINT FOR CORNER; 3. SOUTH 23 DEG.39 MIN.56 SEC.WEST,A DISTANCE OF 104.96 FEET TO A POINT FOR CORNER; 4. SOUTH 31 DEG.43 MIN.06 SEC.WEST,A DISTANCE OF 45.80 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHWEST FENCE LINE; 5, SOUTH 15 DEG.05 MIN.27 SEC.WEST,A DISTANCE OF 36.32 FEET TO A POINT FOR CORNER; 6. SOUTH 53 DEG.34 MIN.15 SEC.EAST,A DISTANCE OF 344.88 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 36 DEG.40 MIN.23 SEC.WEST,ALONG AND WITH THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 25.00 FEET TO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",THE FOLLOWING THREE(3)COURSES: 1. NORTH 53 DEG.34 MIN.16 SEC.WEST,A DISTANCE OF 89.21 FEET TO A POINT FOR CORNER; 2. SOUTH 36 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 986.77 FEET TO THE BEGINNING OF A CURVE TANGENTIAL TO THE LEFT; 3. SAIDTANGENTIAL CURVE TO THE LEFT HAVING AN INTERNAL ANGLE OF 79 DEG.07 MIN.39 SEC.,AN ARC LENGTH OF 104.03 FEET,A RADIUS OF 75.32 FEET,AND WHOSE CHORD BEARS SOUTH 08 DEG.36 MIN.01 SEC.EAST,A DISTANCE OF 95.95 FEET TO A POINT FOR CORNER iN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 66 DEG.32 MIN.51 SEC.WEST,ALONG AND WITH THE WEST LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE EAST LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND, A DISTANCE OF 26.83 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A NONTANGENTIAL CURVE TO THE RIGHT; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 2,BLOCK 8,RANGE "M",AND LOT 4,BLOCK 5,RANGE"L",AND THE SAID LNVA CANAL EASEMENT,THE FOLLOWING FIFTEEN(15)COURSES: 1. SAID NONTANGENTIAL CURVE TO THE RIGHT HAVING AN INTERNAL ANGLE OF 74 DEG.04 MIN.26 SEC.,AN ARC LENGTH OF 129.50 FEET,A RADIUS OF 100.17 FEET,AND WHOSE CHORD BEARS NORTH 04 DEG.43 MIN.45 SEC.WEST,A DISTANCE OF 120.67 FEET TO A POINT FOR CORNER; Page 1 of 3 409.724.7688 3120 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awceng.com F-16194 10194049 *Silk /MM ARCENEAUX WILSON&COLE enyineenng I s„rveyorw I Wannng 2. NORTH 36 DEG.02 MIN.07 SEC.EAST,A DISTANCE OF 986.94 FEET TO A POINT FOR CORNER; 3. NORTH 53 DEG.34 MIN.15 SEC.WEST,A DISTANCE OF 273.01 FEET TO A POINT FOR CORNER; 4. NORTH 35 DEG.47 MIN.41 SEC.EAST,A DISTANCE OF 58.98 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHWEST FENCE LINE AND CONTINUING A TOTAL DISTANCE OF 102.33 FEET TO A POINT FOR CORNER; 5. NORTH 12 DEG.03 MIN.00 SEC.WEST,A DISTANCE OF 61.37 FEET TO A POINT FOR CORNER; 6. NORTH 34 DEG.55 MIN.25 SEC.WEST,A DISTANCE OF 84.97 FEET TO A POINT FOR CORNER; 7. NORTH 69 DEG.20 MIN.12 SEC.WEST,A DISTANCE OF 126.61 FEET TO A POINT FOR CORNER; 8. SOUTH 37 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 75.88 FEET TO A POINT FOR CORNER; 9. NORTH 53 DEG.24 MIN.27 SEC.WEST,A DISTANCE OF 322.00 FEET TO A POINT FOR CORNER; 10. NORTH 36 DEG.25 MIN.46 SEC.EAST,A DISTANCE OF 189.46 FEET TO A POINT FOR CORNER; 11. SOUTH 53 DEG.19 MIN.30 SEC.EAST,A DISTANCE OF 324.00 FEET TO A POINT FOR CORNER; 12. SOUTH 37 DEG.02 MIN.07 SEC.WEST,A DISTANCE OF 78.64 FEET TO A POINT FOR CORNER; 13. SOUTH 67 DEG.12 MIN.24 SEC.EAST,A DISTANCE OF 279.10 FEET TO A POINT FOR CORNER; 14. SOUTH 61 DEG.10 MIN.10 SEC.EAST,A DISTANCE OF 38.68 FEET TO A CHAIN LINK FENCE CORNER AT A GATE IN THE SOUTHEAST FENCE LINE; 15. SOUTH 59 DEG.19 MIN.17 SEC.EAST,A DISTANCE OF 329.53 FEET TO THE POINT OF BEGINNING. CONTAINING 122,167 SQUARE FEET OR 2.805 ACRES OF LAND. JOB NUMBER:OEI.040 pQ LI M I NARY SURVEYED:NOVEM BERL,L��� NOTE:SEE ACCOMPANYIF PCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE BY: AND SHALL NOT BE USED,VIEWED RONALD J.ARCENEAUX,TES�� �'+�• t''L FOR,AND ON BEHALF OF:ARCE d!.• LE 409.724.7888 Page 2 of 3 312o Central Mall Drive \\tepme.awc vP+r1.13.,wa14 C,sov-aa,a oaPqD.l....e1alr.r-25.,wmaso.e..ra..,..d\oaa.0,m0.311ConsTRUCIIoe ACLESSEASEMENT1EGY.doe, Port Arthur,TX 77642 Engineering Surveying awceng.com F-10194 ?0194049 ,-- .,...,............... ,.........----,..------- i .. 1 I . 3 .6-tl : 1..,0 1S4i 0 i'tig Y .3 ,6 ; Ot 1._b a -LE .P ••,1%!S r-:. at I .'5..!1 tr, q 2MEr 4 ' 1 i i 1 2 ; , i ,.: P'• ;....if k 4; v i , r r. • i L4 ! '4 ;,•6 . '• a ; ; a - a a E 7 x , . I I ,-. _._ E 71. : L : A ?.0 d , , 4—, -- s. ',----'—` --- i -- , —— _ ‘ Exhibit B (Pipeline Corridor) .414 /'. ARCENEAUX WILSON&COLE engineering I c,ever n9 plommrig PIPELINE CORRIDOR DESCRIPTION- A 1.362-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE M"AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOL 1,PG.22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS BEING A 1.362-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATED TO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260,PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS, AND ALSO OUT OF AND PART OF A LNVA CANAL EASEMENT RECORDED UNDER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: fOMMENCING,AT AROD WITH CAP STAMPED"SOUTEX",FOUND IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH 36 DEG.38 MIN.56 SEC WEST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT. SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE NORTH 65 DEG.00 MIN.37 SEC.WEST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8 RANGE"L",A DISTANCE OF 748.80 FEET TO A POINT FOR CORNER IN THE SOUTH LINE OF SAID LNVA CANAL EASEMENT; THENCE SOUTH 66 DEG.35 MIN.16 SEC.WEST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE'T1",AND LOT 4,BLOCK 8,RANGE"L",A DISTANCE OF 28.08 FEET TOA POINT FOR CORNER BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND.SAID POINT FOR CORNER HAVING A TEXAS COORDINATE VALU E OF NORTH 13,911,234.78'AND EAST 3,561,448.74'; THENCE SOUTH 68 DEG.24 MIN.47 SEC.EAST,OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L",A DISTANCE OF 773.96 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND; THENCE SOUTH 36 DEG.38 MIN.56 SEC.WEST,ALONG AND WITH THE SAID WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 25.46 FEET TO THE AFOREMENTIONED ROD WITH CAP STAMPED"SOUTEX"DESCRIBED AS THE COMMENCING CORNER OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE SOUTH 39 DEG.16 MIN.09 SEC.WEST,ALONG AND WITH THE SAID WEST RIGHT-OF-WAY LINE OF TEXAS STATE IGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,A DISTANCE OF 49.76 FEET TO A POINT FOR CORNER BEING THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED PARCEL OF LAND; THENCE OVER AND ACROSS THE SAID LNVA CANAL EASEMENT,AND CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 1,BLOCK 8,RANGE "M",AND LOT 4,BLOCK 8,RANGE"L",THE FOLLOWING SEVEN(7)COURSES: 1. NORTH 68 DEG.24 MIN.47 SEC WEST,A DISTANCE OF 799.68 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A CURVE TO THE RIGHT; 2. SAID CURVE TURNING TO THE RIGHT HAVING AN ANGLE OF 45 DEG.00 MIN.00 SEC.,HAVING A RADIUS OF 20.23 FEET,AND WHOSE LONG CHORD BEARS NORTH 45 DEG.54 MIN.47 SEC.WEST,FOR A DISTANCE OF 15.48 FEET TO A POINT FOR CORNER; 3. NORTH 23 DEG.24 MIN.47 SEC.WEST,A DISTANCE OF 1.18 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A NONTANGEN TIAL CURVE TO THE RIGHT; 4. SAID CURVE TURNING TO THE RIGHT HAVING AN ANGLE OF 44 DEG.53 MIN.41 SEC.,HAVING A RADIUS OF 2025 FEET,AND WHOSE LONG CHORD BEARS NORTH 00 DEG.55 MIN.22 SEC.WEST,A DISTANCE OF 15.46 FEET TO A POINT FOR CORNER OF AN INTERSECTION WITH A NON-TANGENTIAL LINE; 5. NORTH 21 DEG.35 MIN.13 SEC.EAST,A DISTANCE OF 43.55 FEET TO A POIN T FOR CORNER; 6. SOUTH 68 DEG.25 MIN.03 SEC.EAST,A DISTANCE OF 61.12 FEET TO A POINT FOR CORNER; 7. NORTH 66 DEG.35 MIN.16 SEC.EAST,A DISTANCE OF 10.46 FEET TO THE POINT OF BEGINNING. CONTAINING 59,325 SQUARE FEET OR 1.362 ACRES OF LAND. PRELIMINARY THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED,VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT Page 2 of 5 409.724.7888 3120 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awceng.cem F-16194 10194049 = A C pi iAl lig m ; 1' p 8ig s A § - �w _m .5 a 82 - . . IF 1 i s*R 4-, o �LII A N g 4 Al �.^�m g IY TFz ' .aI ( `G' - OG6L6G= ,2f U, _ GG p ii F l e''NrIIP' t i 9 mn �a i I i 5`, Q.. 4Ib GIG G i se D '.W:; 1`NJ "f ASLv� �.I.. 3 i w'•: Q e § ai i,� s s It .4 Ty;p 1 I I s i z i s _ m _ - I 2 R� j I f Sus . �, $ o -n "�.� ? I N` m fig' "3 I. I $ '.` &6€iAlt4IR \a 1 111 1 2a _ &^ , b N $ I I m - vV � g ' Np EE6kEg 9 g t * n = 18 r, z` uss � a m s tT,! 8 r ,: ii555 , pm ao -a A ? I I a � m^m ;_ a TO'014F .1 " . I � �R sk oo a c o rA € I _ $ S pC o 5- R a I ( kis 3 Z. h� 1 I I 9O !f O r 1` Iji1 / s m & � r li 1 r x L • I "g I Qi �'$„i`d des l' 'kc�MYY rJ z z WA-Cii LUNG ,'... ' n:*cnivi--.1A�4:IY�sr48�tfaAPr rare ClfBvi/FdMPM�0.EciME10WMKYY.O�YM Y^w•...VM'N`6YLiEMUG1®/IX�Maf-rVr�wE�ae� I:--I - F-cr E I 1 I • 1 o I I I inV P A/ i I I / ..:i:?. 1 I I 4s tz1 I 1 I L I IT A• i N :S. , i V? 1 v., i '°FI I I _ I —— n° ''' I I .1 ^ . I f, o� �T I I I 1_` Ekv 1 ' ,t c4a �3 ! \s,i( Ill'h,,l=i;' ' ia !NIo j As: i _1 1 II = 1 . I b I I I 0 © EEZ. gill lildiiv. m q ._ „s, ; -,' ; i_.0"'i ! :; 1 i i _Al 0 / ,-; 8. ,, 1r, A g5— R Pt,,-' 8 Via $ g 1 11 Exhibit C Non-Exclusive Access Area Easement #14 AVM ARCENEAUX WILSON&COLE engineer.ng I survey rg plonr,ng ACCESS AREA A 0.6153-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE'M'"AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOL.1,PG.22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS BEING A 0.6153-ACRE PARCEL OF LAND OUT OF LOT 1,BLOCK 8,RANGE"M",AND LOT 4,BLOCK 8,RANGE"L"OF THE PORT ARTHUR LAND COMPANY,VOLUME 1,PAGE 22,MAP RECORDS OF JEFFERSON COUNTY,TEXAS,AND ALSO BEING OUT OF AND PART OF THAT CERTAIN PARCEL OF LAND DEDICATED TO THE CITY OF PORT ARTHUR,RECORDED IN VOLUME 260,PAGE 614,DEED RECORDS OF JEFFERSON COUNTY,TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCINQ,AT A ROD WITH CAP STAMPED"SOUTEX",FOUND IN THE NORTH RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY 73,SAME BEING THE SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND.SAID ROD BEARS SOUTH 36 DEG.38 MIN.56 SEC WEST,A DISTANCE OF 1,758.58 FEET FROM A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT.SAID ROD WITH CAP HAVING A TEXAS COORDINATE VALUE OF NORTH 13,910,929.60'AND EAST 3,562,153.21'; THENCE NORTH 65 DEG.00 MIN.37 SEC.WEST,OVER AND ACROSS THE SAID LOT 4,BLOCK 8,RANGE"L"PARCEL OF LAND,AND OVER AND ACROSS A LNVA CANAL EASEMENT RECORDED PER INSTRUMENT No.2005002106,OFFICIAL PUBLIC RECORDS OF JEFFERSON COUNTY,TEXAS, A DISTANCE OF 748.80 FEET TO APOINT FOR CORNER IN THE SOUTH LINE OF SAID LNVA CANAL EASEMENT,FOR THE POINT OF BEGINNING OF THE HEREIN DESCRIBED AREA.SAID POINT FOR CORNER HAVING A TEXAS COORDINATE VALUE OF NORTH 13,911,245.94'AND EAST 3,561,474.51'; THENCE OVER AND ACROSS THE SAID LOT 4,BLOCK 8,RANGE"L",LOT 1,BLOCK 8,RANGE"M",AND THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,THE FOLLOWING FOUR(4)COURSES: 1. SOUTH 04 DEG.44 MIN.52 SEC.EAST,A DISTANCE OF 67.75 FEET TO A POINT FOR CORNER 2. SOUTH 39 DEG.02 MIN.01SEC.EAST,A DISTANCE OF 46.51 FEET TO A POINT FOR CORNER; 3. SOUTH 59 DEG.09 MIN.19 SEC.EAST,A DISTANCE OF 272.11 FEET TO A POINT FOR CORNER; 4. SOUTH 61 DEG.10 MIN.10 SEC.EAST,A DISTANCE OF 36.68 FEET TO A POINT FOR CORNER IN THE MOST EASTERLY GATE CORNER OF A CHAIN LINK FENCE; 5. SOUTH 59 DEG.19 MIN.17 SEC EAST,A DISTANCE OF 329.53 FEET TO A POINT FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY NO.73,SAME BEING THE SOUTH LINE OF THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE SOUTH LINE OF LOT 4,BLOCK 8,RANGE"L"; THENCE SOUTH 36 DEG.40 MIN.23 SEC WEST,ALONG AND WITH THE NORTH RIGHT-OF-WAY LINE OF TEXAS STATE HIGHWAY N o.73,AND SOUTH LINE OF SAID CITY OF PORT ARTHUR PARCEL OF LAND,SAME BEING THE SOUTH LINE OF LOT 4,BLOCK 8,RANGE"M",A DISTANCE OF 15.85 FEET TO A POINT FOR CORNER; THENCE OVER AND ACROSS THE SAID LOT 4,BLOCK&RANGE"L",LOT 1,BLOCK 8.RANGE"M",AND THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,THE FOLLOWING THREE(3)COURSES: 1. NORTH 59 DEG.40 MIN.06 SEC WEST,A DISTANCE OF 329.44 FEET TO A POINT FOR CORNER IN THE MOST WESTERLY GATE CORN ER OF A CHAIN LINK FENCE; 2. NORTH 63 DEG.17 MIN.41 SEC.WEST,A DISTANCE OF 314.32 FEET TO A POINT FOR CORNER; 3. NORTH 61 DEG.24 MIN.43 SEC WEST,A DISTANCE OF 120.36 FEET TO A POINT FOR CORNER FOR THE BEGINNING OF A CURVE TO THE RIGHT; 4. SAID CURVE TURNING TO THE RIGHT HAVING AN ANGLE OF 72 DEG.56 MIN.19 SEC,HAVING A RADIUS OF 50.00 FEET,AND WHOSE LONG CHORD BEARS NORTH 23 DEG.17 MIN.59 SEC.WEST,A DISTANCE OF 59.44 FEET TO A POINT FOR CORNER OF AN INTERSECTION WITH A NON-TANGENTIAL LINE; 5. NORTH 11 DEG.06 MIN.43 SEC.EAST,A DISTANCE OF 46.91 FEET TO A POINT FOR CORNER IN THE WESTERLY LINE OF THE PREVIOUSLY DESCRIBED SIPHON AREA; THENCE OVER AND ACROSS THE SAID CITY OF PORT ARTHUR PARCEL OF LAND,AND LOT 4,BLOCK 8,RANGE"M",AND ALONG AND WITH THE SOUTH LINE OF THE PREVIOUSLY DESCRIBED SIPHON AREA THE FOLLOWING THREE(3)COURSES: 1. SOUTH 23 DEG.24 MIN.47 SEC EAST,A DISTANCE OF 12.35 FEET TO A POINT FOR CORNER; 2. SOUTH 68 DEG.25 MIN.03 SEC EAST,A DISTANCE OF 73.84 FEET TO A POINT FOR CORNER; 3. NORTH 66 DEG.35 MIN.16 SEC EAST,A DISTANCE OF 38.54 FEET TO THE pOINT OF RFGINN INC; CONTAINING 26,804 SQUARE FEET OR 0.6153 ACRE OF LAND. JOB SURVEYED: L (��AR�/ SURVEYED:F /�/'� I NOTE:SEE ACUJJf,4 TSHALL NOT BE RECORDED FOR ANY PURPOSE BY: SHALL NOT BC UCEDVIEWED RONALD J.AR T No.4572 FOR,AND ON BE� • �SO7C&COLE Page 3 of 5 409.724.7888 3120 Central Mall Drive Port Arthur TX 77642 Engineering g Surveying awceng.com F-16194 10194049 ...----r"---- ,.,...---.1---- ,.....gLz. 14.4431,"kV 'OrgOPAV k ,' ..........• , k I ittelI .ovieel;;T:i. 1 . .,., . ..,66.4•6•A • ,rtt I r' ' .%:3.1 1 A 333.3.,•saarsal a ,,,,,•••••To • •.- I 1•I II. -ea& y •••••',I1.1..jr ' \ \ • \ -;',.,,-. ,,,,,, • I". \ n‘.. .. —, I. \ \ \ 1 \ I•I'"'II.:,...I IT.r-•---4 , , , \ X \I V ' , , .1 I 1 . ,,*, \ li, ; LOT• MS.. \ A \ 1.:k \ 1\ \ l.,...,, 7''". ,,-.,a-, ''-',‘• . . V \ \• ' %.` P","':'..t 1 x-,..-,..._ \ \ \ ..\ \ 1\ \ \ \ 1\ \ 1 i . \ \ \ ..„ 1 \ \Wit\ .tiV• ', \ \ \ I \ \ \ \ \ \ \ ‘ !d ''''' ''' \ Ti \ \ \ \ _ , .. . \ \ \ .,. \ \ \ \ tea aa I g!kliP.11: I ,y•I \ \ \ / • ..... I'.I VI t il 4 r ' .I. I • • .2 • L. I. \ I I y \. .1 • .. \ \• \u. L 1 ....,I.a.... a.u. wan. us•,a, 0..06,e.....,• , • .....,•••••" \ \ . — ....-I.:1..n.....-...s a.. .7 \ \ •,..vv.... \-- \ • ..‘ • \ \ A \ \ \\ • . \• \ \ A , . \, \ \ \\ • • \ \ \1\ LOT 2 \ \ ',..1\ . k; -...=.1... \ \ \\ . 1 -- - - - J._.,_'1.4,1,__.,2,=•.,..________,-' Al,.1441••••L-N-.6 21064 O•41.1...OW 1 fi..6aa 11.6Rmara :6.16.6•a=cwt.= WI sa3.ANNII-33 I.4.4 1 lg. CO an tn.06.61•6 IONO.PACO.I!WS I ,..-v,..f.-rw,.',-",i.,:r,-:.'=':-.z.W?:-.',^•rit rem,a-es6....6, r•-r;irI a''' Ma',43a.,a I 3 3.,a-3 WU 1 Akk..N......'..,.....r k-'..... 4 g 'I,-no VC,1.6,1.6.5,I,.,.6x.o 6164 he mac •6.a.r.sva.., ::'1.2:.•2x 2.21.,,',"2 1.22 w.-r'2'..7.'-i.:^,::22',121'...1.22,,:ty `1=4,..77.4T.:1%..11='• I “"FslEemtifveRY^".^-, 4 — 21-v-yr=2;przoivtia.v.m.-,r-m-1-s-zal, xa.c.s MC IMP oLroir.ot .I-CCM,3.1.1K•O-1,1.115110.C:4110, i "'4,n-on:7.:LC;•'''' avic .,aPYI WA.'gi Otgarl 4.Clegg 7.M1.1 MO....11,1• ! yilEi.,•16",..r.Alec....,..16.,11:142 L.,,,C g,I g lg.KW.,,.....".,CLINT,.I./f Lgt,44.4,1.YOU 11,4,NAVY CR 1.15.oressee_ro IT r r=riaor or AC 111. g Alt-LIOVIPAZa.;cr.r.... '78r-77.1-45- ---4---.