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HomeMy WebLinkAboutP.R. NO. 24937 AUTHORIZING THE CITY MANAGER TO EXECUTE A CHAPRTER 380 ECONOMIC DEVELOPMENT AGREEMENT. P.R. NO. 24937 09/30/2026 RPC RESOLUTION NO. A RESOLUTION OF THE CITY OF PORT ARTHUR,TEXAS AUTHORIZING THE CITY MANAGER To EXECUTE A CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND CENTRAL MALL PORT ARTHUR,LLC WHEREAS, Chapter 380 of the Texas Local Government Code provides significant legislative authority for Texas municipalities to promote state or local economic development and to stimulate business and commercial activity in the municipality; and WHEREAS, Central Mall Port Arthur LLC owns the property located at 3100 Highway 365, Port Arthur,Texas 77642,commonly known as Central Mall(the"Property"or the"Central Mall");and WHEREAS,the Property consists of three parcels identified as Jefferson County Appraisal District Parcel Nos. 73616, 74960, and 73627, totaling 64.107 acres of land, which includes: (1) 671,283 square feet of commercial building space; and (2) 1,585,553 square feet of asphalt parking. WHEREAS, Central Mall Port Arthur LLC will upgrade the Property by: (1) signing a ten (10) year tenant lease with a major national retailer known as Dunham's Athleisure Corporation on or before October 31, 2026; (2) investing up to$33,270,062 in critical infrastructure needs at Central Mall to be completed by December 31, 2031; and (3) generating a minimum of $54,000,000 and up to $94,000,000 in annual total sales tax revenue at Central Mall over the next five(5)years,(collectively,the"Project")See Exhibit A; and WHEREAS,the Honorable Christian Manuel,Texas State Representative,District 22,has submitted a letter of support to the Port Arthur City Council regarding the ongoing redevelopment efforts at Central Mall and has encouraged thoughtful review of its potential impact on economic activity,job opportunities, and overall community benefit. See Exhibit B; and WHEREAS, the City recognizes the positive impact this Project will bring to the City through aesthetic improvements, diversification of the economy, reduction of unemployment through new jobs,the attraction of new businesses,improved real property enhancements,and increased sales tax collection; and WHEREAS,the City Council finds that the Chapter 380 Economic Development Agreement promotes economic development, stimulates business and commercial activity, and is in the City's best interests; and Page 1 WHEREAS, it is deemed in the public's interest that the City Council approve a Chapter 380 Economic Development Agreement with Central Mall Port Arthur,LLC,in substantially the same form as attached hereto as Exhibit C; and Now THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: SECTION 1. The facts and above recitals in the preamble are true,correct,and incorporated for all purposes. SECTION 2. That the City Manager is authorized,on behalf of the City of Port Arthur,to execute the Chapter 380 Economic Development Agreement between the City and Central Mall Port Arthur, LLC, in substantially the same form as described in Exhibit C. SECTION 3. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ,ADOPTED AND APPROVED,this day of , 2026 AD, at a Meeting of the City Council of the City of Port Arthur,Texas by the following vote: AYES: • Mayor: • Councilmembers: • NOES: CITY OF PORT ARTHUR,TEXAS Charlotte M. Moses, Mayor ATTEST: Christe Whitley Ned, City Secretary APPROVED AS FDBM ONLY: APPROVED DMIN TRATION: Roxann Pais Cotroneo, City Attorney Ronald Burton, M, City Manager Page 2 EXHIBIT A Application from Central Mall Port Arthur LLC for Chapter 380 Economic Development Incentives JJLL SEE A BRIGHTER WAY February 15, 2026 Ronald Burton City Manager 444 4th Street Port Arthur, TX 77640 Re: Application for 380 Incentives Program—Central Mall Revitalization Dear Ronald Burton, On behalf of Central Mall Port Arthur, the local owners and management team, I respectfully submit our application for the City's 380 Incentives Program and request the City's partnership in supporting the ongoing revitalization of Central Mall. Since acquiring Central Mall, our local ownership group has invested significantly to improve facility infrastructure and enhance the tenant mix,with immediate results. We have seen a notable uptick in foot traffic, increased sales figures among tenants, and growing excitement throughout the community.These improvements are just the beginning of our commitment to Port Arthur. With assistance from the City's incentives, the ownership team plans to further invest in critical infrastructure upgrades—including HVAC, lighting, drainage, parking, and landscaping—and to implement a progressive leasing strategy focused on attracting major national and regional retailers. In addition,we are committed to broadening experiential retail offerings, such as pickleball courts, indoor trampoline venue, and mini golf, which will provide Port Arthur citizens with modem, recreational amenities and promote healthy lifestyles. Port Arthur's support through this incentive will help expedite the owners' ongoing commitment to Central Mall, allowing us to accelerate infrastructure and amenity upgrades as well as the recruitment of new tenants, all of which will multiply the community benefits. These efforts are designed to generate both immediate and long-term employment opportunities, strengthen our local workforce, and contribute to the development of new housing and neighborhoods around the mall property. Central Mall's success directly supports local families, enhances access to retail and recreation, and stimulates broader investment in our city. We have attached detailed descriptions of planned improvements and evidence of our positive community impact to date.With the City's partnership,we can accelerate progress, expand job creation, and realize the full potential of Central Mall as a hub of commerce and community for Port Arthur. Thank you for your consideration. Respectfully, %247-%tan, Trang Tran General Manager Central Mall Port Arthur 3100 Highway 365, Suite 182 Port Arthur,TX 77642 470-915-3919 T r ana.T r an r4T,ill.com 1 . � 4 i 3. .r _ , 1 ;1 i 11 11?; 1; 111fl111 _ ; - . 1°' I S;4 i i!1,1...-- .! 54, .... -T;:-;‘. I 1 q ,. ;,,.. it. t. , _ . ., .. _ . ........ ________,. _......„... _ ,,. .......... _ g ___ -1 . 3kr. 4 -. 1 S. y.,-.: r x`•:- t _.-:. ..L� "S- x'^' - r2a !>»s,;�^"'Ply..: ^:ir'G. • e CITY OF APPLICATION FOR PORT CHAPTER 380 PROGRAMS AND AltIllUR OTHER RELATED INCENTIVES A completed original of this application, including supporting documentation must be submitted to the City Manager at 444 4th St, Port Arthur, TX 77640. This application will become part of the agreement records and any knowingly false representations will be �,�, ,rnu~� grounds for terminating the application and/or voiding the �' agreement. 1 Application Check List 7 A complete application form signed by the property owner. I r l A list of all properties owned by the applicant, owner, developer, associates, principals,partners, and agents in the City of Port Arthur. WINon-refundable Application Fee—For all Basic Incentives application excluding Tax Abatement the application fee is $25.00. For multi-family, commercial, industrial, community facilities and mixed-used development projects: one-half of one percent(0.5%) of the total Capital Investment of the project, with a$150.00 minimum not to exceed$1,000; For residential tax abatement applications: $100 per house. I r l Proof of ownership, such as a warranty deed, affidavit of heirship,or a probated will OR evidence of site control, such as option to buy (A registered warranty deed is required for tax abatement application). n Title abstract of the property (only if applying for release of City Liens). I r l A reduced 11 x 17 floor plan, site plan, and site elevation with a written detailed project description that includes a construction time line. I v l A detailed line item budget showing the cost breakdown for the project. I r l Copy of Incorporation Papers noting all principals,partners, and agents if applicable. INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED DOCUMENTS SHOWN IN r1:11.ABOVE CHECKLIST ARE SUBMITTED WITHIN 30 DAYS OF 1'Hl;DATE OF APPLICATION. YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY BUILDING PERMITS ARE ISSUED FOR YOUR PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY.IT TAKES 60 TO 90 DAYS TO COMPLETE IHE TAX ABATEMENT AGREEMENT APPROVAL PROCESS AFTER ISSUANCE OF CERTIFICATION DEPENDING ON nu; COMPLEXITY OF YOUR PROJECT.ALL BUILDING PERMITS MUST BE PULLED WITHIN rah 12 MONTH PERIOD THAT CERTIFICATION WAS APPROVED,OR WITHIN THE 12 MONTH PERIOD THAT 1'HE TAX ABATEMENT WAS APPROVED, OR YOU WILL BE REQUIRED TO RE-APPLY. 2 --- ---------- -------------------------._ _.._-------------- ------------------- Table of Contents Application Check List 2 INCENTIVE TYPES (What are you seeking). 4 APPLICANT INFORMATION: 4 COMPANY INFORMATION: 5 Business Structure 6 Business Origin 6 Industry Code 6 Industry Cluster 6 PROJECT BACKGROUND 7 Tax Information 7 Project Type. 7 Development Information 7 Liens Waivers 8 Expected Timetable 9 FINANCIAL PRO FORMA 10 LETTERS OF SUPPORT 10 PROJECT TYPE & APPLICATION FEE 10 VALUE ALIGNMENT 10 Employment & Cost Information 10 For Commercial & Industrial Projects. 11 For Residential & Retail Projects: 12 Company Representative authorized for contact: 13 Authorized Company Official: 13 3 INCENTIVE TYPES (What are you seeking): Building Fee Waiver ❑Expedited Permit Review ❑ Lien Waivers ITax Abatement APPLICANT INFORMATION: Applicant Name: CENTRAL MALL PORT ARTHUR LLC Physical Address: 3100 Highway 365, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Mailing Address: 3100 Highway 365 Suite 182, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Primary No: 409-727-5592 Fax No: Other No: (Cell, etc.) Email Address: Joearefgroup@gmaii.com Authorized Agent(if applicable): Trang.Tran@jII.com Physical Address: 3100 Highway 365, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Mailing Address: 3100 Highway 365 Suite 182, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Primary No: 470-915-3919 Fax No: Other No: (Cell. etc.) 4 COMPANY INFORMATION: Company Legal Name: Central Mall Port Arthur LLC Federal Tax IDr: 39-3127491 Phone Number: 409-727-5592 4,200,000 State of Incorporation: Texas Years in Port Arthur: Annual Sales: * $ 1` xZt90 Total Employees: Port Arthur: 139 Texas: 1'9 United States: 139 *Provide a copy of the most recent annual report or audited financial statements; If company is a start-up provide documents of incorporation. Corporate Address: 3100 Highway 365, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Local Address: 3100 Highway 365, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Website: https://www.centralmallportarthur.com/ Email Address: CentraImaII@jll.com Designated Contact Person: T ra n g.T ra n@ j l I.co m 5 - --- — — _-- --- r-- ----- --- - -- — --- - Business Structure ❑Privately Held Corporation ❑Publicly Held Corporation gLimited Liability Corporation ❑Sole Proprietorship 0 Partnership ❑Limited Partnership Business Origin New Business or Start-Up 0 Opening New Location ❑Relocation from Within State ❑Relocation from Out of State CI Expansion of Previous Location Industry Code North American Industry Classification (NAICS): 531120 Industry Cluster ❑Biotechnology and Life Science, not including medical services 0Advanced Technologies and Manufacturing, including four sub-clusters:Nanotechnology and Materials; Micro-electromechanical Systems; Semiconductor Manufacturing; Automotive Manufacturing ❑Petroleum Refining and Chemical Products ❑Energy, including three sub-clusters: Oil and Gas Production; Power Generation and Transmission; Manufactured Energy Systems 0 Aerospace, Aviation and Defense ❑Information and Computer Technology, including three sub-clusters: Communications Equipment; Computing Equipment and Semiconductors; Information Technology Other: Commercial Real Estate 6 PROJECT BACKGROUND Tax Information Is this Business current with all taxes? Does the proposed project conform to City of Port Arthur Zoning? `AYES RYES ENO ENO Has the company benefited or applied for any federal, state, or local incentives for this project including but not limited to tax abatements? OYES gNO If yes please attach appropriate documentation that formally explains the total benefit of incentives. Project Type: El Single Family or Duplex ❑Non-Residential/ Heavy Commercial ❑Multi-Family ❑Industrial gNon-Residential/ Light Commercial Planned Development District ❑Mixed-Use Development Information Project Location: 3100 Highway 365, Port Arthur, TX 77642 (Street Address) (City) (State) (Zip) Legal Description (Lot/Block/Subdivision): Legal: LTS 3-6 TR 1 LT 4 TR 2 BLK 13 RG I & LT 1 TR 1 LTS 2 7 8 TR 3 LTS 7&8 TR 1 BLK 13 RG J PALCO 38.4765AC CENTRAL MALL Legal Acres: 38.4765 7 - - --_- —� Project Description: The project will revitalize an existing regional retail center through infrastructure and property improvements and the implementation of a strategic leasing program to attract national retailers. 1 hese ettorts will create a — safe, modern destinationfa Port Arthur residents to shop and gather while driving job creation, economic activity, and lung-tom tclbase growth fur the City. Attach an environmental impact study if land is undeveloped or previously served a facility that may have contaminated the land. (On a separate sheet) If the project is a Commercial (Light/Heavy), Industrial, Planned Development, or Mixed-Use project. please describe the type(s) of business(es) that is/are being proposed: The property is a regional shopping mall featuring a variety of retail, dining, and service-oriented businesses. Tenants will include national and local stores, and restaurants. Is this a new construction or improvement to existing project? ONew Construction gImprovement to existing project Total square footage of improvement/project: 38.47 acres Infrastructure Improvements? g YES ENO • Please describe: Parking lot resurfacing/ upgraded exterior lighting for safety/ sidewalks curbs and pedestrian pathways See Attachment Liens Waivers Are you requesting City Liens to be released? EYES NNO 8 Please Describe: Expected Timetable Project Cost (estimated): Project Construction Begins May 1, 2025 Project Construction Ends May 1, 2027 Project Operations Begin Ongoing Project Becomes Fully Operational TBD Estimated Appraised Value on Site Land Improvements Total Value on January 1 preceding abatement $ $ $ TBD Estimated value of new abatable investment: $ $ $ Building TBD Estimated value of new abatable fixed and in $ $ $ place machinery and equipment Estimated value not subject to abatement $ $ $ (e.g inventory) Estimated value of property subject to ad $ $ $ valorem tax at end of abatement 9 FINANCIAL PRO FORMA Is the Financial Pro Forma template completed and attached, including a "but for" scenario? EYES ONO LETTERS OF SUPPORT Did this potential development receive letters of support from community groups? OYES ONO (If yes,please provide letters of support) PROJECT TYPE & APPLICATION FEE This project is applying for: E380 Agreement($500 fee) Tax Abatement($1,000 fee) VALUE ALIGNMENT Employment & Cost Information 139 Current Employment: Employment after project completion: TBD Employment 3 years after project completion: TBD How many new, temporary and part-time jobs will be created in Port Arthur? New: Temporary: Part-time: 10 What type of jobs will be created? Please see attached document. What will be the total project's annual payroll of the newly created jobs? $ Will specialized training be required? EYES ONO If yes, what type(s) of training: Is there an anticipated cost to the City of Port Arthur for providing municipal services to the proposed project? BYES ONO For Commercial & Industrial Projects: Will this project increase the quality of life for Port Arthur residents beyond market measures? BYES ONO If yes please explain: Please see attached document. 11 Will the company volunteer additional time or resources to underserved residents? DYES ONO If yes please explain: Would the company like to learn about the City of Port Arthur non-profit partners? RYES ONO For Residential & Retail Projects: Will the project develop housing that increases housing diversity (e.g. develop affordable housing in an affluent area or develop affluent housing in an underdeveloped area)? EYES 9NO If yes please explain: Will the project increase the quality of life for Port Arthur residents, or create a community benefit(internship, job training, reentry training/placement, etc.)? g YES ONO If yes please explain: Please see attached document. 12 -- ---- ---- - --- - - -- -- -- ------- Company Representative authorized for contact: Print Name: Trang Tran Title: General Manager Contact Telephone: 470-915-3919 Email: Trang.Tran@jil.com To the best of my knowledge, the information included and attached is true and correct in this application, as evidenced by my signature below. Authorized Company Official: Signature: Print Name: Title: Contact Telephone: Email: Application Date: 13 Infrastructure Improvements (cont.) a Landscaping and site grading improvements (erosion control, tree replacement) • Wayfinding and traffic flow improvements (reconfigured entrances/exits, improved striping, signage) a Energy efficient HVAC system upgrades • LED lighting retrofits a EV charging inaastructure • Water and sanitary sewer and fire lines • Drainage What types of jobs will be created? (Page 11) Improving inaastructure at the local mall and implementing leasing strategies to attract major retailers will create a wide range oljobs, both during redevelopment and a!er retailers are operational.These positions span multiple skill levels and career paths, providing broad employment benefits Ebr Port Arthur residents. Upgrading mall inaastructure will generate short-to medium-term employment opportunities in construction such as: • Construction laborers and skilled trades (electricians, plumbers, HVAC technicians, carpenters) • Civil and utility contractors • Engineers, architects, and project managers • Equipment operators and maintenance crews These jobs provide competitive wages and valuable trade experience, often utilizing local contractors and workers. Attracting major national and regional retailers will create long-term, permanent jobs, including: • Store associates and customer service representatives • Department supervisors and sha leads • Store managers and assistant managers • Inventory, stocking, and merchandising staff a Loss prevention and asset protection personnel These roles offer steady employment, training, and advancement opportunities within established retail organizations. Major retailers also require behind-the-scenes support, leading to jobs such as: • Receiving and warehouse staff • Delivery coordination and logistics roles • Vendor and supply chain support positions Improved inlastructure and increased occupancy will expand ongoing operational needs, including: • Property management staff • Facilities maintenance and janitorial services • Security personnel • Landscaping and grounds maintenance crews • Parking and traffic coordination staff Increased mall activity will support additional jobs in: • Food service and hospitality • Local small businesses benefitingi om increased a)ot traffic • ProCtssional services such as accounting, marketing, and IT • Transportation and ride-share services Collectively, these jobs create both immediate and long-term employment opportunities, strengthen the local workrce, and contribute to economic stability and improved quality ;�r Port Arthur residents. Will this project increase the quality of life for Port Arthur residents beyond market measures? (Page 11) A key component onthe project is a leasing strategy that actively targets major national and regional retailers. Attracting these retailers will generate a significant number oEnew, permanent jobs across a range oIskill levels, including management, customer service, logistics, and i'acility operations.These employment opportunities provide stable income, career advancement pathways, and workirce training that benefit local residents and mikes. Beyond job creation, the presence o2major retailers improves residents' quality dart by increasing access to essential goods and services within the community, reducing the need 5 r residents to travel outside Port ArthurI°or shopping and employment. This convenience saves time and transportation costs while encouraging local spendingand strengthening the city's commercial base. The project also supports broader community benefits, including increased Itot traffic that helps neighboring small businesses, improved utilization o1existing in-astructure, and enhanced neighborhood vitality. This project also encourages residential development in its surrounding areas and will provide additional recreational amenities i)rmilies. By combining a job-generating leasing strategy with long-term community investment, the project delivers social, employment, and liEestyle benefits that meaning lly enhance the overall quality Port Arthur residents. Will the project increase the quality of life for Port Arthur residents, or create a community benefit(internship,job training, reentry training/placement, etc.)?(Page 12) Yes. The project will increase the quality oI Ilia M)r Port Arthur residents and deliver meaningQ.il community benefits that extend beyond traditional economic measures. By improving inaastructure at the local mall and implementing leasing strategies aimed at attracting major national and regional retailers, the project will create both short-term and long-term employment opportunities i r local residents. Construction and ini astructure upgrades will support skilled trade and construction jobs, while new retail tenants will generate permanent positions across a range olskill levels, including entry-level roles, supervisory positions, and management careers. The project also supports worktrce development and community advancement through on-the-job training, retail management training programs, and partnerships with tenants that offer internships and job training opportunities 5Or local residents. These programs will be especially valuable ror young adults, first-time job seekers, and individuals reentering the worktrce, helping them build translrable skills such as customer service, inventory management, and leadership. In addition to employment and training, the project enhances quality oflii by increasing access to essential goods and services within Port Arthur, reducing the need F3Dr residents to travel outside the cityrtr shopping and work. Increased mall activity will strengthen community connections, improve saI tythrough higher occupancy and investment,and support surrounding small businesses through increased r±ot traffic. Overall, the project promotes economic inclusion, wor{dbrce readiness, and community stability, resulting in a lasting positive impact on the quality oelii r Port Arthur residents. THE JOE AREF I•..itf wE.c ,rf'.;i. �ftii r...r Joe Aref Investment&Development Group 2600 Highway 365,Nederland,Texas 77627 PROPERTY OWNERSHIP DISCLOSURE City of Port Arthur, Texas CURRENT OWNERSHIP IN PORT ARTHUR 1. Central Mall Address: 3100 Highway 365,Port Arthur,Texas Ownership Entity:Joe Aref Development&Investment Group /Affiliated Entity Property Type: Regional Mall Relationship:Principal / Owner 2.Joe's Shopping Plaza Address: 3400 jimmy Johnson Blvd, Port Arthur,Texas Ownership Entity: [Insert Entity Name if applicable] Property Type: Retail Shopping Center Relationship:Principal / Owner 3. Downtown Portfolio (Procter Street Assemblage) Ownership Entity: Downtown Development Phase I LLC Addresses: 401 Procter Street 409 Procter Street 417 Procter Street 423 Procter Street 427 Procter Street Property Type:lvlixed-Use / Retail / Office Description: Revitalization of multiple downtown properties,including bringing an ambulance service provider to an underserved area of the city Relationship: Principal /Managing Member PREVIOUSLY OWNED / DEVELOPED £& SOLD 4. Former Market Basket Redevelopment Address: 3400 jimmy Johnson Blvd, Port Arthur,Texas (now operating as Joe's Shopping Plaza) Description: Redevelopment of former grocery store into multi-tenant retail center Status: Developed and Sold Relationship: Developer (Former Owner) 5. Office Park Development Address: 8700 9th Avenue,Port Arthur,Texas Description: Development of a 30,000 SF office park Status: Developed and Sold Relationship: Developer (Former Owner) CERTIFICATION The above represents all properties currently owned, as well as properties previously developed and sold, within the City of Port Arthur,Texas by the applicant and all affiliated entities,principals,partners,and related parties. Joe Aref Principal Joe Aref Investment&Development Group Danny Jasani (Managing partner of Central Mall Port Arthur LLC) Properties owned in Port Arthur, TX 5320 Twin City Highway Port Arthur, TX 77642 8309 Chomney Rock Court Port Arthur,TX 77642 Asif Mumtaz(Managing partner of Central Mall Port Arthur LLC) Properties owned in Port Arthur, TX 8700 9`" Avenue Port Arthur TX, 77642 2025 - 19224 07/23/2025 0211 PM Page 1 of 14 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. CTLC: 25312-3.0OS9' Warranty Deed with Vendor's Lien Date: July 18, 2025 Grantor: CENTRAL MALL PORT ARTHUR REALTY HOLDING, LLC, a Texas limited liability company Grantor's Mailing Address: 1909 Tyler Street, Suite 402 Hollywood, Florida 33020 Broward County Grantee: SK Holdings, LLC, a Texas limited liability company, as to an undivided 42% interest, J.A. Construction & Development, LLC, a Texas limited liability company, as to an undivided 38% interest, and 410 S. 4th LLC, a Texas limited liability company, as to an undivided 20% interest Grantee's Mailing Address: 4785 Washington Boulevard Beaumont. TX 77707 Jefferson County Consideration: Cash and a note of even date executed by Grantee and payable to the order of FIRST SECURITY BANK in the principal amount of NINE MILLION AND 00/100THS DOLLARS ($9,000,000.00). The note is secured by a first and superior vendor's lien and superior title retained in this deed in favor of FIRST SECURITY BANK and by a first-lien deed of trust of even date from Grantee to ROBERT B. DUNHAM, trustee. Property (including any improvements): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES. Reservations from and Exceptions to Conveyance and Warranty 2025 - 19224 07/23/2025 0211 PM Page 2 of 14 Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2025, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging,to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. GRANTEE IS TAKING THE PROPERTY IN AN ARM'S-LENGTH AGREEMENT BETWEEN THE PARTIES. THE CONSIDERATION WAS BARGAINED ON THE BASIS OF AN "AS IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES. The vendor's lien against and superior title to the Property are retained until each note described is fully paid according to its terms, at which time this deed will become absolute. FIRST SECURITY BANK, at Grantee's request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor's lien against and superior title to the Property are retained for the benefit of FIRST SECURITY BANK and are transferred to FIRST SECURITY BANK without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. SIGNATURE PAGE TO FOLLOW 2025 - 19224 07/23/2025 0211 PM Page 3 of 14 GRANTOR: CENTRAL MALL PORT ARTHUR REALTY HOLDING, LLC, a Texas limited liability company By: Name: • Title: P • STATE OF C o r�� ) COUNTY OF Seo.p o-A-A. ) This instrument was acknowledged before me on 2025, by 'Fe. l Re z4 tuc as A-v.- 6-1.a � c,7 of CENTRAL MALL PORT ARTHUR REALTY HOLDING, LLC, a Texas limited liability company on behalf of said limited liability company. 'w`4,0 um.slow y0'°cows_ Notary Public, State of "c-ko<• My commission expires:..•oc\03\'z.. AFTER RECORDING RETURN TO: GRANTEE GF: 4000412500294 25312? 005? 2025.19223 07123/2025 2:17 PM Page 4 of 4 Jefferson County Roxanne Acosta- Hellberg Jefferson County Clerk Instrument Number: 19223 eRecording-Real Property TRANSFER Recorded On: July 23, 2025 02:11 PM Number of Pages: 4 " Examined and Charged as Follows: " Total Recording: $33.00 ***"******* THIS PAGE IS PART OF THE INSTRUMENT'"`**'****** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 19223 SIMPLIFILE ICE Mortgage Technology 1538 Receipt Number: 20250723000073 5072 NORTH 300 WEST Recorded Date/Time: July 23, 2025 02:11 PM User: Candace L PROVO UT 84604 Station: CCLERK43 ��rrcoo STATE OF TEXAS Rr COUNTY OF JEFFERSON * I hereby certify that this Instrument was FILED In the File Number sequence on the date/time i printed hereon, and was duly RECORDED in the Official Records of Jefferson County,Texas. 46. Roxanne Acosta-Hellberg �,.�.-Qauk . NoN coo Jefferson County Clerk Jefferson County, TX M1 0 0 o C 0 c 0 0 0 0 O 0 C 0 0 0 O 0 0 0 0 O C O O v. O O O O O O C O C ,f) F O p N v1 O .-t p �"f N 1C7 C C N G' N .•-I L7 C r• R c V1 VT .r. 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Z • Central Mall's Critical Infrastructure Investment Year 2025 1. Asphalt resurfacing (Dillards, TJMAXX) $10,000 2. TJMAXX major roof repair$8,500 3. JCPenney major roof repair $7,885 4. Food court improvements $28,800 5. Architect drawings and renderings for mall $20,500 6. Former Sears HVAC/Chiller repair$47,022 7. Guasafoods tenant interior space improvement $5,500 8. Daily Dealz tenant improvement $15,000 9. Walk in cooler repair for food court space $2,600 10. Police substation tenant improvement, carpet installation $3,600 11. Police substation tenant improvement and construction $7,200 12. Talked About Sweets, tenant improvement and construction $13,000 13. Scrub It, tenant improvement and construction, $4,675 14. Jewelry Fixture, tenant improvement and construction $5,000 15. Studio 5, tenant improvement and construction $3,000 16. Spirit Halloween, tenant improvement and construction $20,000 2025 Total Investment$202,282 Year 2026 1. Cici's, tenant improvements and construction $1,000,000 2. Altitude, tenant improvements and construction $2,000,000 3. Five Below, tenant improvements $2,000,000 4. Guasafood electrical installation $2,200 5. Scrub It, tenant improvement, flooring$3,350 6. Design and Architect drawings and renderings for Five Below and Ulta $$17,500 7. Interior lighting repair, Beaumont Smart LED, $20,130 8. Golden Triangle Engineers, structural design $11,500 9. Drawings for mall entrance, H Design $ 4,100 10. Modern Closet, tenant improvements $5,000 11. Finesse Beauty Bar, tenant improvements $10,000 12. Central Seafood, tenant improvements $15,000 13. V&L Jewelry store, tenant improvements $25,000 14. V&L Jewelry store, HVAC replacement $13,000 15. Lavish Balloon, tenant improvement and construction $5,000 16. Pylon Signs $900,000 2026 Total Investment$6,031,780 Updates to Original 380 Application dated February. 15, 2026 Year 2027 1. Durnham's tenant improvement $6,000,000 2. HVAC replacement, Shoe Department, $96,000 3. Dillards HVAC chiller replacement, $100,000 4. Tenant improvements, inline shops throughout mall $10,000,000 5. Resurfacing entire parking lot $2,000,000 6. Parking lot lights $370,000 7. Tesla EV Chargers $1,200,000 2027 Total Investment$19,766,000 Year 2028 1. TJMAXX roof resurfacing$35,000 2. Theater roof resurfacing$100,000 3. Altitude roof resurfacing$35,000 4. Dillards roof resurfacing$100,000 5. Exterior pads, tenant improvements, $7,000,000 2028 Total Investment$7,270,000 TOTAL CRITICAL INFRASTRUCTURE INVESTMENT.• @$33,270,062.00 Updates to Original 380 Application dated February. 15, 2026 1 1 !:11 c•libM 1 101 1 1 I ! tO r•11 §t t... --i - p, ,L Qu„„ 4 . 6111 \' ph , * I ,.......i / • ' ' ' , ° . • 1 , A a It! ' d: •—• ,,, 1, e;, 1 ,,, ' ,4, (1,, , ,,. -, '. ., ., — iiiiV) i hp 1 .— ---iimaer_ •= - . , lo g i 1 lei l'ilil 331' h ' all -II rrl ..., gilt t • i — .d__t. 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A {f/ 4 84ydrx - �7 EXHIBIT B Letter from Texas State Representative Christian Manuel CHRISTIAN MANUEL TEXAS STATE REPRESENTATIVE • DISTRICT 22 Dear Mayor, City Manager, and Council Members, I am writing regarding the ongoing redevelopment efforts at Central Mall in Port Arthur under the ownership of Central Mall Port Arthur, LLC and Mr. Joe Aref. Since acquiring the property,the new ownership has begun making visible improvements to the site. Central Mall remains an important commercial location for our community, and its continued operation and revitalization are matters of interest to many residents and local businesses. As the City evaluates future plans and any related considerations, I encourage a thoughtful review of the project based on its potential impact on economic activity,job opportunities, and overall community benefit. I appreciate the work being done to assess what is in the best interest of Port Arthur and its residents. Sincerely, Christian Manuel Texas State Representative, District 22 CAPITOL OFFICE:P.O.BOX 2910 • AUSTIN,TEXAS 78768.2910 • (512)463.0662 EXHIBIT C Chapter 380 Economic Development Agreement CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF PORT ARTHUR,JEFFERSON COUNTY,TEXAS AND CENTRAL MALL PORT ARTHUR,LLC This Chapter 380 Economic Development Agreement ("Agreement") is made and entered into as of the day of , 2026, (the "Effective Date"), between the City of Port Arthur, Texas, a municipal corporation ("City"), and Central Mall Port Arthur, LLC, a limited liability corporation ("Developer"). A. Developer owns certain property in the City, being the property located at 3100 Highway 365,Port Arthur,Texas 77642.The Property is reflected on the site plan attached hereto as"Exhibit 1"and legally described on attached Exhibit 2 (the"Property"or the"Central Mall"). B. The Property or Central Mall, known as Jefferson County Appraisal District Parcel ID Nos. 73616, 74960, and 73627, consists of a total of 64.107 acres, which includes 671,283 square feet of commercial building space, and 1,585,553 square feet of asphalt parking. C. Developer's Project is to: a. upgrade the Property by, among other things, designing and constructing new facades, upgrading and replacing signage, providing tenant improvement allowances to future tenants,and in general making the Property much more attractive to national retailers,all of which will make the Property more appealing to customers and more aesthetically pleasing to the City and its citizens; b. invest up to $33,270,062 in critical infrastructure needs at the Central Mall to be completed by December 31, 2031. See Exhibit 3; and c. sign a Central Mall ten-year tenant lease agreement with a major national retailer known as Dunham's Athleisure Corporation by October 31,2026, (collectively the"Project") D. The overall Project will generate a minimum of Fifty Four Million Dollars ($54,000,000) and up to Ninety Four Million Dollars($94,000,000)in annual sales tax revenue at Central Mall over the next five (5)years.The Property will have approximately 1,226 employees. E. It is expected that renovating the Central Mall and the finished product will reverse the current decline, create more jobs, expand the tax base—both property and sales taxes—and boost economic development in the city. F. The City recognizes the positive economic impact that the Project will bring to the City through: the aesthetic improvements and removal of visual blight, diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, improved real property enhancements, increased sales tax collection, and creating additional ad valorem and sales and use tax revenues generated by the Project for the City. The City recognizes that without the redevelopment of the Central Mall, the City would not receive these benefits. G. In accordance with Article III,Section 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380"), the City has the authority to establish a program to make grants or public funds for the public purposes of promoting local economic development and stimulating business and commercial activity within the City. DRAFT-9/30/2026 2:37 PM Page 1 H. The City has concluded and hereby finds that this Agreement promotes economic development within the City and, as such, satisfies the requirements under Chapter 380 and is in the best interest of the City. I. To ensure that the benefits the City provides under this Agreement are used in a way that complies with Article III,Section 52-a of the Texas Constitution,Chapter 380,and other laws,the Developer has agreed to certain conditions for receiving those benefits, as outlined herein. J. In consideration of the design and development of the Project by the Developer, which will generate additional property tax and sales tax revenue for the City and create more jobs through construction and redevelopment,the City intends to grant economic development incentives to the Developer,to help cover part of the Project's costs pursuant to Chapter 380(the"380 Grant") of the Texas Local Government Code. K. The parties to this Agreement desire to enter into an agreement that sets forth the terms and conditions under which the Project can be accomplished. L. The City will use available revenues, including those from increased sales taxes generated by the Central Mall,to fund the 380 Grant and sales tax reimbursement as outlined in this Agreement. NOW THEREFORE, in consideration of the mutual promises,covenants, obligations,and benefits of this Agreement,the City and the Developer agree as follows: [Intentionally Left Blank] DRAFT-9/30/2026 2:37 PM Page 2 Table of Contents Article I. The Project 4 1.01 Project Description 4 1.02 Construction of the Project Improvements. 4 1.03 Design of the Improvements and Specifications 4 1.04 Government Requirements and Approvals. 4 1.05 Insurance. 4 1.06 Performance Criteria 5 Article II. 380 Grant, Reimbursement Schedule and Term 5 2.01 380 Grant. 5 2.02 Reimbursement Schedule. 7 2.03 Termination. 7 2.04 Accounting 7 2.05 Place for Payment 7 Article III. Representations 7 3.01 Representations of the City. 7 3.02 Representations of the Developer 8 Article IV. General Provisions 9 4.01 Defaults. 9 4.02 Force Majeure. 10 4.03 Miscellaneous. 10 I DRAFT-9/30/2026 2:37 PM 1 Page 3 Article I. The Project 1.01 Project Description The Project generally involves revitalizing and redeveloping the Central Mall owned by the Developer. It includes, among other things: façade improvements, demolition and/or new construction, new or upgraded storefronts and multi-tenant signage, site work, interior renovations, and tenant improvements to attract retailers and/or restaurants to the Central Mall (collectively, the"Improvements"). The Developer will invest up to Thirty-Three Million, Two Hundred and Seventy Thousand and Sixty-Two Dollars ($33,270,062) in critical infrastructure at the Central Mall,to be completed by December 31, 2031.The Property will have approximately 1,226 employees.The Developer will also execute a 10-year tenant lease agreement with the major national retailer Dunham's Athleisure by October 31, 2026. 1.02 Construction of the Project Improvements. The Developer shall perform or cause to be performed all work related to the Project.The City agrees that the Improvements included in the Project may be designed, constructed, and funded in phases.The Project:(i)shall be carried out by the Developer as specified in Section 1.03 below, provided, however, that Developer's tenants may participate in certain Project costs;and (ii)shall be completed in a good and workmanlike manner in accordance with this Agreement's provisions. All construction shall comply with the applicable ordinances and regulations of the City, subject to any variances granted by the City and other regulatory agencies with jurisdiction over the Project. 1.03 Design of the Improvements and Specifications. All Improvements to be constructed as part of the Project shall be designed by the Developer, its consultants, or future tenants.All designs and specifications for the Improvements must comply with the City's applicable ordinances and regulations, except for any variances granted by the City or other regulatory agencies with jurisdiction over the Project, and in accordance with the City's construction standards. 1.04 Government Requirements and Approvals. The Developer, its consultants, and/or future tenants have and/or will apply for and obtain all necessary subdivision plats, if required, permits, licenses,variances, and approvals that are necessary to construct the Improvements, including any environmental control. 1.05 Insurance. The Developer shall maintain in force a comprehensive general liability insurance policy or policies issued by one or more responsible insurance carriers licensed or admitted to do business in the State of Texas. Such policy shall cover liability for injury to or death of any person and/or damage to the property of any person or entity in connection with the performance of the Project, with a single limit liability coverage of not less than Two Million Dollars ($2,000.000). The Developer will provide the City with a Certificate of Insurance evidencing the existence of such policy or policies. DRAFT-9/30/2026 2:37 PM Page 4 1.06 Performance Criteria. The City's payment to the Developer of the 380 Grant, which includes sales tax reimbursement amounts is contingent upon and subject to the Developer substantially complying with all the following Performance Criteria: 1.06.01 For the 380 Grant, the Developer shall enter into a ten-year tenant lease agreement for retail space within the Project with Dunham's Athleisure Corporation and complete all Improvements necessary for the retailer's move-in and opening on or before September 30, 2027. 1.06.02 For the 380 Grant, the Developer shall invest up to Thirty-Three Million, Two Hundred and Seventy Thousand and Sixty-Two Dollars ($33,270,062) in critical infrastructure costs at Central Mall and pay for all costs and related expenses for design, financing, and construction necessary to proceed with the Project; provided, however, that Developer's tenants may participate in Project costs.The investment is to be completed by December 31, 2031. 1.06.03 Developer, its consultants, and/or tenants shall design and build the Project or phases of the Project. 1.06.04 Each year for the term of this Agreement, beginning in 2027, Developer shall prepare and submit an annual report to the City on the status of the Project. This report shall be submitted no later than July 1 of each year. 1.06.05 Developer shall be responsible for the supervision of the Improvements.The City agrees that the Improvements included in the Project may be designed, constructed, and/or funded in phases. 1.06.06 Developer shall not sell any ownership portion of the Project or the Property during the term of the Agreement. Article II.380 Grant,Reimbursement Schedule,and Term 2.01 380 Grant. 2.01.01 As partial consideration for the development of the Project, the City agrees to (i) grant Developer Three Hundred and Fifty Thousand Dollars ($350,000) within thirty (30) calendar days from receipt of proof that Developer has signed a ten-year tenant agreement with a major national retailer Dunham's Athleisure Corporation to lease space at Central Mall;and(ii)grant Developer Three Hundred and Fifty Thousand Dollars ($350,000) on or after October 1, 2027, with proof of move-in and opening day for Dunham's Athleisure Corporation at Central Mall. DRAFT-9/30/2026 2:37 PM Page 5 2.01.02 As partial consideration for the development of the Project, the City agrees to reimburse a portion (which portion is set forth below) of sales tax proceeds from retail sales at the Central Mall. The parties acknowledge the provisions of the existing state law whereby retail sales at the Central Mall are subject to a total tax of 8.25% (the"Total Tax"). The Total Tax will be collected at Central Mall on each applicable retail sale, reported and paid to the Texas Comptroller of Public Accounts, and thereafter disbursed: 6.25%to the State of Texas 1.00%to the City of Port Arthur,Texas(hereinafter"City Portion") 0.50%to Jefferson County,Texas 0.50%to Port Arthur Economic Development Corporation Only the city portion of the Total Tax shall be subject to this Agreement. The Sales Tax Reimbursement in each year (i.e., June 1st through May 31st) will equal the amount by which the city sates tax collected exceeds the annual sales tax base value of Five Hundred Thirty Thousand Six Hundred and Ten Dollars ($530,610) ("Sales Tax Reimbursement"). This means that the City shall retain the annual sales tax base value of Five Hundred Thirty Thousand Six Hundred and Ten Dollars($530,610)in city sales tax collected each year and rebate any amount above the annual sales tax base value, up to a total value of Two Million Dollars ($2,000,000) (the "Total Sales Tax Reimbursement Amount") or up to five years,whichever occurs first. 2.02. Reimbursement Schedule. 2.02.01 Beginning August 1, 2027, the City shall make annual Sales Tax Reimbursement payments from the sales tax revenues that are collected and exceed the annual sales tax base value of Five Hundred Thirty Thousand Six Hundred and Ten Dollars($530,610), up to a total value of Two Million Dollars ($2,000,000) for the term of the Agreement or up to five(5)years,whichever occurs first.The City shall not be obliged to make any annual Sales Tax Reimbursement payment to the Developer that falls below the annual sales tax base value of Five Hundred Thirty Thousand Six Hundred and Ten Dollars ($530,610). 2.02.02 No later than July 1 of each calendar year,the City shall calculate the Sales Tax Revenues, which are generated from the Central Mall, attributable to the prior year and provide this calculation to the Developer for review and concurrence. DRAFT-9/30/2026 2:37 PM Page 6 2.02.03 The City's obligation to reimburse Developer pursuant to this Agreement shall continue in full force and effect until the termination of the Agreement. 2.03 Termination. This Agreement shall terminate when the following occurs first: (i) expiration of five (5)years from the effective date of the Agreement; or(ii)the date that the sum of the 380 Grant in the total amount of Seven Hundred Thousand Dollars ($700,000), plus the Total Sales Tax Reimbursement is paid to the Developer. 2.04 Accounting. The City shall designate a person or entity responsible for providing the Developer with an accurate annual accounting of Sales Tax Revenues attributable to Central Mall so that the City and Developer can calculate the annual Sales Tax Reimbursement Amount owed to the Developer. The City shall keep a repayment record for each reporting period for both parties.The Developer understands that the City is not allowed to provide the Developer with sales tax amounts paid by individual tenants in the Central Mall, but the City will provide aggregate sales tax amounts paid by all tenants in the Central Mall. 2.05 Place for Payment. All payments regarding the 380 Grant and the Sales Tax Reimbursement Amounts shall be payable to the Developer or its designee and must be sent to the designated office and address specified in paragraph 4.03.02 below. Article III. Representations 3.01 Representations of the City. The City of Port Arthur,Texas("City") represents to the Developer that,as the date hereof: 3.01.01 The City is a duly created and existing municipal corporation and home-rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. 3.01.02 The City has the power, authority, and legal right under the laws of the State of Texas and the City Charter to enter into and perform this Agreement. The execution, delivery, and performance of this Agreement: (i) will not, to the best of its knowledge, violate any applicable judgment, order, law, or regulation, and (ii) does not constitute a default under,or result in the creation of,any lien, charge, DRAFT-9/30/2026 2:37 PM Page 7 encumbrance, or security interest on any assets of the City under any agreement or instrument to which the City is a party or by which the City or its assets may be bound or affected. 3.01.03 This Agreement has been duly authorized, executed, and delivered by the City and constitutes a legal, valid, and binding obligation of the City, enforceable in accordance with its terms except to the extent that the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors'rights. 3.01.04 The execution, delivery, and performance of this Agreement by the City does not require consent or approval of any person that has not been obtained. 3.02 Representations of the Developer. The Developer hereby represents to the City that as of the date hereof: 3.02.01 The Developer is properly authorized, existing, and in good standing under the laws of the State of Texas, and is qualified to do business in Texas. 3.02.02 The Developer has the power, authority, and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery, and performance hereof; (i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment,order, law or regulation applicable to the Developer,and (ii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected. 3.02.03 This Agreement has been duly authorized, executed, delivered, and constitutes a legal, valid, and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws or general application in effect from time to time relating to or affecting the enforcement of creditor's rights. 3.02.04 The Developer agrees that it does not and will not knowingly employ an undocumented worker.An"undocumented worker"shall mean an DRAFT-9/30/2026 2:37 PM Page 8 individual who,at the time of employment, is not(a) lawfully admitted for permanent residence to the United States,or(b)authorized by law to be employed in that manner in the United States. 3.02.05 The Developer agrees that if he sells any portion of the Property or the Project to another entity, the Developer shall reimburse the City the full amount paid to the Developer within thirty(30)calendar days after the sale date of the Property or the Project, in accordance with the terms set forth in Section 4.01 of the Agreement. Article IV.General Provisions 4.01 Defaults. If the Developer is in default,after written notice and opportunity to cure,as hereafter provided, in this performance of any material provision of this Agreement, the City may terminate this Agreement. Default by Developer occurs if: (1) Developer fails to substantially perform any of its material duties under this Agreement; (2) Developer becomes insolvent; (3)all or a substantial part of Developer's assets are assigned for the benefit of its creditors; or (4) a receiver or trustee is appointed for Developer. If default occurs, the City may deliver a written notice to Developer describing the default. Developer shall have thirty (30) calendar days from receipt of the notice to substantially correct a default (or in a case of default that is not susceptible to correction within thirty(30)calendar days,then shall commence to cure such default within such time and continue with reasonable diligence, until corrected). If the Developer fails to substantially cure the default within such time, this Agreement shall be terminated automatically without further action by the City. It is understood and agreed that if the Developer is convicted of a violation of 8 U.S.C. § 1324a(f), the Developer shall reimburse the City for the full amount paid to the Developer within one hundred and twenty (120) calendar days after the City notifies the Developer of the violation. It is understood and agreed that if the Developer sells any ownership of the Property or the Project during the term of the Agreement, the Developer shall reimburse the City for the full amount paid to the Developer within thirty(30)calendar days after the date of the sale.The reimbursed amount shall include: 4.01.01 Three Hundred and Fifty Thousand Dollars ($350,000) paid to Developer for signing a ten-year tenant lease agreement with a major national retailer known as Dunham's Athleisure Corporation; and 4.01.02 Three Hundred and Fifty Thousand Dollars ($350,000) paid to Developer on or after October 1,2027,for the move-in and opening of Dunham's Athleisure; and DRAFT-9/30/2026 2:37 PM Page 9 4.01.03 Any and all sales tax reimbursement paid to Developer during the term of the Agreement. 4.02 Force Majeure. The Developer's obligations under this Agreement shall be deferred for a period equal to the duration of any delay, prevention, or stoppage caused by events beyond the Developer's control, such as strikes, civil unrest, war, invasion, fire, other disasters, or Acts of God ("Force Majeure"). 4.03 Miscellaneous. 4.03.01 Assignment. None of the parties may assign its rights nor delegate its responsibilities under this Agreement without the written consent of each other party. 4.03.02 Notices. All notices, requests, demands, or other communications hereunder shall be in writing and shall be delivered by personal delivery,overnight mail,or delivery service,facsimile,or United States registered or certified mail, return receipt requested, postage prepaid,addressed as follow(or such other person or address as may be furnished to the City in writing from time to time): CITY: City of Port Arthur Attn:City Manager and City Attorney 444 4th Street P.O. Box 1089 Port Arthur,Texas 77640 DEVELOPER: Central Mall Port Arthur LLC Attn:Joe Aref 3100 Highway 365,Suite 182 Port Arthur,Texas 77642 4.03.03 The provisions of this Agreement are not intended to create, nor shall they in any way be interpreted to create, a joint venture, partnership, or any other similar relationship between the parties. 4.03.04 The captions heading the various sections of this Agreement are for the convenience and identification only, and shall not be deemed to limit or define the contents of their respective sections. 4.03.05 If any provisions or application of this Agreement shall be held illegal, invalid,or unenforceable by any court,the invalidity of such provision or application shall not affect or impair any of the remaining provisions and allocations hereof. DRAFT-9/30/2026 2:37 PM Page 10 4.03.06 The applicable venue for any dispute arising hereunder shall be the appropriate district, or county court in and for Jefferson County, Texas. 4.03.07 This Agreement may be executed in several counterparts, by separate signatures, and/or by facsimile, each of which may be deemed an original,and all of such counterparts and/or separate signature pages together shall constitute one and the same agreement. 4.03.08 This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 04.03.09 Time is of the essence. IN TESTIMONY OF WHICH,this Agreement, in multiple originals, each having equal force, has been executed on behalf of the parties hereto as follows,to wit: CITY OF PORT ARTHUR, a Texas Municipal Corporation Charlotte M. Moses, Mayor Ronald Burton, CPM, City Manager APPROVED AS TO FORM ONLY: Roxann Pais Cotoneo, City Attorney CENTRAL MALL PORT ARTHUR, LLC,a Texas Limited Liability Corporation Name: Title: DRAFT-9/30/2026 2:37 PM Page 11 EXHIBIT 1 Site Plan v' r g 15 T77r of °� om -- ._._ ..... . ., 0. g.. _' p FAll u9 4 i. H '.eijjk4i' ' .4r...":„ --"Ii 1''-'s,- p ''''' " • - 14@/;va ... i 1 • HL ._. �MN a .'�,. O _ O _c �y� . , , Ir....-. , a„,),„)... .. H r99# . . v. ohm c 2s I N (n 4 a+a L. •, 0 -14J t. _ S. + Q - a r . ,: g _ _- ,..,02.. : f ea1 ;.'!*•.44--•r'.-:',..„.4,-,i....4-.•...44f ..„:r 1,t.... ,. O ,w�af sue, k—/u�t ._. Ak _ 41' i: • g, .+,s :'TjB't: i., ,. a. „ o• [ ' �w .. ,,, -..,,, I R y , R i _f U t ,,. . :...1 ,,s RI,fr,,_ ,. , , ,,,, _, .. ,, 41, ,4, •i o* _ p_.,.....0 P LYt X w� (I) t pp or s} as- O . 4 ' a 'li 'ffk t F-CD m r +.«r y, i..3 F,.d.." o f ,f., o 414109r110441 ° i S _ ti. 4 EXHIBIT 2 Legal Description CENTRAL MALL PORT ARTHUR, LLC - PROPERTY DESCRIPTIONS 1. Property ID: 73616: Legal Description: LTS 3-6 TR 1 LT 4 TR 2 BLK 13 RG I & LT 1 1 TR 1 LTS 2 7 8 TR 3 LTS 7&8 TR 1 BLK 13 RG J PALCO 38.4765AC CENTRAL MALL 2. Property ID: 74960: Legal Description: LTS 5 & 6 TR 1 BLK 13 RG I & PT 7 & 8 TR 1 BLK 13 RG J PALCO 19.7235 AC 3. Property ID: 73627: Legal Description: PT OF LTS 2 3 & 6 BLK 13 RANGE I PALCO RESERVE TR F 5.907 EXHIBIT 3 Investment in Critical Infrastructure at Central Mall Central Mall's Critical Infrastructure Investment Year 2025 1. Asphalt resurfacing (Dillards,TJMAXX) $10,000 2. TJMAXX major roof repair$8,500 3. JCPenney major roof repair $7,885 4. Food court improvements $28,800 5. Architect drawings and renderings for mall $20,500 6. Former Sears HVAC/Chiller repair$47,022 7. Guasafoods tenant interior space improvement$5,500 8. Daily Dealz tenant improvement$15,000 9. Walk in cooler repair for food court space $2,600 10. Police substation tenant improvement, carpet installation $3,600 11. Police substation tenant improvement and construction $7,200 12. Talked About Sweets, tenant improvement and construction $13,000 13. Scrub It, tenant improvement and construction, $4,675 14. Jewelry Fixture, tenant improvement and construction $5,000 15. Studio 5, tenant improvement and construction $3,000 16. Spirit Halloween, tenant improvement and construction $20,000 2025 Total Investment$202,282 Year 2026 1. Cici's, tenant improvements and construction $1,000,000 2. Altitude, tenant improvements and construction $2,000,000 3. Five Below, tenant improvements $2,000,000 4. Guasafood electrical installation $2,200 5. Scrub It, tenant improvement, flooring$3,350 6. Design and Architect drawings and renderings for Five Below and Ulta $$17,500 7. Interior lighting repair, Beaumont Smart LED, $20,130 8. Golden Triangle Engineers, structural design $11,500 9. Drawings for mall entrance, H Design $ 4,100 10. Modern Closet, tenant improvements $5,000 11. Finesse Beauty Bar, tenant improvements $10,000 12. Central Seafood, tenant improvements $15,000 13. V&L Jewelry store, tenant improvements $25,000 14. V&L Jewelry store, HVAC replacement $13,000 15. Lavish Balloon, tenant improvement and construction $5,000 16. Pylon Signs $900,000 2026 Total Investment$6,031,780 Updates to Original 380 Application dated February. 15, 2026 Year 2027 1. Durnham's tenant improvement $6,000,000 2. HVAC replacement, Shoe Department, $96,000 3. Dillards HVAC chiller replacement, $100,000 4. Tenant improvements, inline shops throughout mall $10,000,000 5. Resurfacing entire parking lot $2,000,000 6. Parking lot lights $370,000 7. Tesla EV Chargers $1,200,000 2027 Total Investment$19,766,000 Year 2028 1. TJMAXX roof resurfacing $35,000 2. Theater roof resurfacing$100,000 3. Altitude roof resurfacing$35,000 4. Dillards roof resurfacing$100,000 5. Exterior pads, tenant improvements, $7,000,000 2028 Total Investment$7,270,000 TOTAL CRITICAL INFRASTRUCTURE INVESTMENT: @$33,270,062.00 Updates to Original 380 Application dated February. 15, 2026