Loading...
HomeMy WebLinkAboutPR 13437: EMPOWERMENT ZONE P. R. No. 13437 02/17/06 ts RESOLUTION NO. A RESOLUTION ESTABLISHIN~ A NEIGHBORHOOD EMPOWERMENT ZONE UNDER CHAPTER 378 OF THE LOCAL ~OVEP--NMENT CODE AND APPROVIN~ AN INCENTIVE AGREEMENT WITH PORT ARTHUR HOLDINGS III, LTD. WHEREAS, the City is authorized under Chapter 378 (Neighborhood Empowerment Zone) of the Local Government Code to create a Neighborhood Empowerment Zone if the City determines that the zone would promote, (1) the creation of affordable housing, (2) an increase in economic development, (3) an increase in the quality of social services, education, or public safety provided to residents in the zone, or {4) the rehabilitation of affordable housing in the zone; and, WHEREAS, the City must make certain determinations pertaining to such zone in the area described in Exhibit "A" {Tract I, 1.3156 acre), Exhibit "B" (Tract II, 3.5920 acres), and Exhibit "C"(Tract III, 4.8047 acres), which is also described in Exhibit ~D"; and, WHEREAS, the City Council desires to approve an incentive agreement for an approximately 70,000 square foot retail center to be developed by Port Arthur Holdings III, Ltd., as denoted in Exhibit ~E". NOW THEREFORE, BN IT RESOLVED BY TEE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council of the City of Port z.pr13437 Arthur does hereby find and make determinations as follows: a) That the creation of the zone would promote an increase in economic development in the zone. b) That the creation of the zone benefits is for the purpose of increasing the public health, safety, and welfare of the persons in the municipality. c) That the creation of the zone satisfies the requirements of Section 312.202 of the Tax Code in that it will likely contribute to the retention or expansion of primary employment or attract major investment in the zone that would be a benefit to the property and that would contribute to the economic development of the City. Section 3. That the boundaries of the Port Arthur Neighborhood Empowerment Zone shall be as shown in Exhibit "A" (Tract I, 1.3156 acre), Exhibit "B" (Tract II, 3.5920 acres), and Exhibit "C" (Tract III, 4.8047 acres). Section 4. That the City Manager is herein authorized to execute the incentive agreement with Port Arthur Holdings III, Ltd. in substantially the same form as described in Exhibit "E". Section 5. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. z .pr13437 READ, ADOPTED ~ APPRO~-ED on this __ day of A.D., 2006, at a Reg'u. lar Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Councilmembers , ; NOES: MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM: SEE CONFIDENTIAL MEMO CITY ATTORNEY APPROVED FOR ADMINISTRATION: CITY MANAGER z .pr13437 EXHIBIT "A" TO THE RESOLUTION TRACT I Legal Description: 1.3156 Acre Tract or Parcel of Land Out of and Part of Lots 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 and 73, Block 6 Hillcrest Second Revised Addition Volume 7, Page 6, Map Records Out of and Part of Lot 22, Block 6 Hillcrest Second Addition "Acres" Volume 4, Page 106, Map Records Wm. McFaddin Survey, Abstract No. 417 T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243 Jefferson County, Texas BEING a 1.3156 acre tract or parcel of land situated in the Wm. McFaddin Survey, Section No. 11, Abstract No. 243 and the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and being out of and part of Lots 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 and 73, Block 6 of the Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being out of and Part of Lot 22, Block 6 of the Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas, and also being all of that certain tract of land of land, identified as TRACT I1, being called all of Lots 63,64 and 65, Block 6 of the said Hillcrest Second Revised Addition, save and except that certain tract conveyed to the State of Texas recorded in Volume l 210, Page 434, Deed Records, Jefferson County, Texas, as described in a "Warranty Deed" from McPhillips Tire and Auto, Inc. to Larry McPhillips as recorded in Clerk's File No. 9607726, Official Public Records of Real Property, Jefferson County, Texas and also being all of that certain tract of land being called all of Lots 66-70, Block 6 of the said Hillcrest Second Revised Addition as described in a "Warranty Deed with Vendor's Lien" from James E. Rainey, Sr. to Larry McPhillips and wife, Ileana McPhillips as recorded in Clerk's File No. 2003001893, Official Public Records of Real Property, Jefferson County, Texas, save and except that certain tract of land as conveyed to the State of Texas as recorded in Volume 1254, Page 145, Deed Records, Jefferson County, Texas and being all of that certain called 0.9243 acre tract of land as described in a "Special Warranty Deed with Vendor's Lien" from Robert Q. Keith and Port Arthur Land Company, Ltd. to Larry McPhillips and wife, lleana McPhillips as recorded in Clerk's File No. 2003048087, Official Public Records of Real Property, Jefferson County, Texas, said 1.3156 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-of-way line of El Paso Street as SOUTH 48"47'00" EAST. BEGINNING at a punch mark in concrete found for the most Northerly comer of the said 0.9243 acre McPhillips tract, said comer also being the most Easterly comer of that certain tract of land being called the North 154 feet of Lot 22, Block 6 of the Hillcrest Second Addition TRACT I 1.3156 Acre Tract Page 1 of 3 MARK W. WHITELEY AND ASSOCIATES, INC. · "Acres" as described in a deed fi.om Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas, said comer also being in the Northeasterly line of the above referenced Lot 22, Block 6 of Hillcrest Second Addition "Acres" and in the Southwesterly line of Lot 62, Block 6 of the above referenced Hillcrest Second Revised Addition and said comer also being in the Southwesterly line of that certain tract of land being part of Lots 60, 61 and 62, Block 6 of the above referenced Hillcrest Second Revised Addition identified by Jefferson County Tax Appraisal District Account No. 029001-000-004300-00000-5 owned by Mini Serve Inc. (unable to locate deed reference); THENCE SOUTH 49°32'09'' EAST, for the boundary between the tract herein described and the said Mini Serve Inc. tract, the same being the common line between the said Lot 62 and Lot 22, for a distance of 12.45 feet to a 2" iron pipe in concrete found for comer, said comer being the most Southerly comer of the said Mini Serve Inc. tract, the same being the most Southerly comer of the said Lot 22 and the most Westerly comer of the said Lot 63, the same being the most Westerly comer of the said McPhillips tract recorded in Clerk's File No. 9607726, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 41°16'43" EAST, for the boundary between the tract herein described and the said Mini Serve Inc. tract, the same being the common line between the said Lots 62 and 63 and also being the Northwesterly line of the said McPhillips tract recorded in Clerk's File No. 9607726, for a distance of 51.06 feet to a scribed "X" in concrete set for comer, said comer being in the Southwesterly fight-of-way line of U.S. Highway 69, 96 and 287 (width varies); THENCE SOUTH 44°38'53" EAST, along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 149.62 feet to a 1/2" iron rod found for comer, said comer being in the common line between the said Lots 65 and 66 and also being the most Easterly comer of the said McPhillips tract recorded in Clerk's File No. 9607726 and the most Northerly comer of the said McPhillips tract recorded in Clerk's File No. 2003001893, Official Public Records of Real Property, Jefferson County, Texas; THENCE SOUTH 48°41'16" EAST, continuing along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 250.94 feet to a 5/8" iron rod set for comer, said comer being in the common line between the said Lots 70 and 71 and being the most Easterly comer of the said McPhillips tract recorded in Clerk's File No. 2003001893 and an exterior ell comer of the said 0.9243 acre McPhillips tract; THENCE SOUTH 37°58'58" EAST, continuing along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 101.86 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the intersection of the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287 and the Northwesterly fight-of- way line of State Highway No. 365 and also being the most Easterly comer of the said 0.9243 acre McPhillips tract; TRACT 1 1.3156Acre Tract Page 2 of 3 MARK W. WHITELEYANDASSOCIATES, INC. THENCE SOUTH 21041'22'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 96.23 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the most Southerly comer of the said 0.9243 acre McPhillips tract and the most Easterly comer of that certain tract of land identified as TRACT I as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 48°49'22'' WEST, for the boundary between the tract herein described and the said Greene Family Trust TRACT I and that certain tract of land as described in a "Warranty Deed" from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas, for a distance of 544.73 feet to a 1/2" iron rod found for comer, said comer being the most Westerly comer of the said 0.9243 acre McPhillips tract and the most Northerly comer of the said John Earl Greene tract as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas and also being in the Southeasterly line of the above referenced John Earl Greene tract recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas; THENCE NORTH 41004'42'' EAST, for the boundary between the tract herein described and the above referenced John Earl Greene tract recorded in Volume 1703, Page 236, for a distance of 70.13 feet to the POINT OF BEGINNING and containing 1.3156 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is being submitted along with a plat based on this survey. Thomas S. Rowe, RPLS No. 5728 W: 2005 05-725 05 725TRIM&B DOC TRACT [ 1.3156 Acre Tract Page 3 of 3 MARK W. WttlTELEYAND ASSOCIATES, INC. EXHIBIT "B" TO THE RESOLUTION TRACT II Legal Description: 3.5920 Acre Tract or Parcel of Land Out of and Part of Lot 22, Block 6 Hillcrest Second Addition "Acres" Volume 4, Page 106, Map Records Wm. McFaddin Survey, Abstract No. 417 T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243 Jefferson County, Texas BEING a 3.5920 acre tract or parcel of land situated in the Wm. McFaddin Survey, Section No. 11, Abstract No. 243 and the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and being out of and Part of Lot 22, Block 6 of the Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas, and also being all of that certain tract of land being called the North 154 feet of Lot 22, Block 6 of the Hillcrest Second Addition "Acres" as described in a deed from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas and all of that certain tract of land as described in a "Warranty Deed" from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas, and all of that certain tract of land identified as TRACT I as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas, said 3.5920 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-of-way line of El Paso Street as SOUTH 48o47'00" EAST. BEGINNING at a 1/2" iron rod found for the most Westerly comer of the tract herein described, said comer also being the most Westerly comer of the said Lot 22 and the most Westerly comer of the said John Earl Greene tract as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas and also being the most Southerly comer of Lot 80, Block 6 of the Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being the most Southerly comer of that certain tract of land as described in a "Substitute Tmstee's Deed" to Excavators and Constructors, Inc. as recorded in Clerk's File No. 9439142, Official Public Records of Real Property, Jefferson County, Texas and said comer being in the Northeasterly right-of-way line of E1 Paso Street (based on a width of 50 feet); TRACT II 3.5920 Acre Tract Page I of 3 MARK W. WHITELEY AND ASSOCIATES, INC. THENCE NORTH 41022'29" EAST, for the boundary between the tract herein described and the said Excavators and Constructors, Inc. tract and that certain called 0.5936 acre tract of land as described in a "Warranty Deed with Vendor's Lien" from Excavators and Constructors, Inc. to Ernest Parker as recorded in Clerk's File No. 2000024148, Official Public Records of Real Property, Jefferson County, Texas, for a distance of 275.00 feet to a 5/8" iron rod set for comer, said comer being the most Northerly comer of the said Lot 22 and the common comer of Lots 59, 60 and 80, Block 6 of the above referenced Hillcrest Second Revised Addition, said comer also being the most Westerly comer of that certain tract of land being part of Lots 60, 61 and 62, Block 6 of the above referenced Hillcrest Second Revised Addition identified by Jefferson County Tax Appraisal District Account No. 029001-000-004300-00000-5 owned by Mini Serve Inc. (unable to locate deed reference) and from said comer a 3/4" iron pipe found for the most Easterly comer of the said 0.5936 acre Parker tract bears NORTH 41°22'29" EAST a distance of 70.42 feet; THENCE SOUTH 48037'55'' EAST, for the boundary between the tract herein described and the Southwesterly line of the said Mini Serve Inc. tract, the same being the common line between the said Lot 22 and Lots 60, 61 and 62, for a distance of 154.03 feet to a punch mark in concrete found for comer, said comer being the most Northerly comer of that certain called 0.9243 acre tract of land as described in a "Special Warranty Deed with Vendor's Lien" from Robert Q. Keith and Port Arthur Land Company, Ltd. to Larry McPhillips and wife, lleana McPhillips as recorded in Clerk's File No. 2003048087, Official Public Records of Real Property, Jefferson County, Texas and also being the most Easterly comer of the said John Earl Greene tract as recorded in Volume 1703, Page 236; THENCE SOUTH 41004'42'' WEST, for the boundary between the tract herein described and the said 0.9243 acre McPhillips tract, the same being the Southeasterly line of the said John Earl Greene tract as recorded in Volume 1703, Page 236, for a distance of 70.13 feet to a l/2" iron rod found for comer, said comer being the most Westerly comer of the said 0.9243 acre McPhillips tract and the most Northerly comer of the said John Earl Greene tract as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas; THENCE SOUTH 48049'22'' EAST, for the boundary between the tract herein described and the said 0.9243 acre McPhillips tract, the same being the Northeasterly line of the said John Earl Greene tract as recorded in Volume 1816, Page 499 and the Northeasterly line of the said Greene Family Trust TRACT I, for a distance of 544.73 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the most Southerly comer of the said 0.9243 acre McPhillips tract and in the Northwesterly right-of-way line of State Highway No. 365; THENCE SOUTH 21041'22'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 43.60 feet to a 5/8" iron rod set for comer, said comer being an angle point in the Northwesterly right-of-way line of State Highway No. 365; TRACT II 3.5920 Acre Tract Page 2 of 3 MARK W. WtIITELEY AND ASSOCIATES, INC. THENCE SOUTH 41054'39'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365 (based on a width of 200 feet), for a distance of 163.76 feet to a cotton picker spindle set for comer, said comer being the intersection of the Northwesterly right-of-way line of State Highway No. 365 and the Northeasterly right-of-way line of E1 Paso Street; THENCE NORTH 48047'00" WEST, along and with the Northeasterly right-of-way line of El Paso Street and the Southwesterly line of the said Lot 22, for a distance of 712.27 feet to the POINT OF BEGINNING and containing 3.5920 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is being submitted along with a plat based on this survey. Thomas S. Rowe, RPLS No. 5728 W: 2005 05-725 05-725TR[IM&B DOC TRACT II 3.5920 Acre Tract Page 3 of 3 MARK W. WHITELEY AND ASSOCIATES, INC. EXHIBIT "C" TO THE RESOLUTION TRACT III Legal Description: 4.8047 Acre Tract or Parcel of Land Out of and Part of Lot 7 and All of Lots 8, 9, 10, 11, 12 and 13 and Out of and Part of Lot 14, Block 8 Hillcrest Second Revised Addition Volume 7, Page 6, Map Records T. & N.O.R.R. Survey, Section No. 1 l, Abstract No. 243 Jefferson County, Texas BEING a 4.8047 acre tract or parcel of land situated in the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and out of and part of Lot 7 and all of Lots 8, 9, 10, 11, 12 and 13 and out of and part of Lot 14, Block 8, Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being all of that certain tract of land as described in a "Warranty Deed" from Steven Kemp and Debra Allison Kemp to John Earl Greene, Sr. as recorded in Clerk's File No. 9720993, Official Public Records of Real Property, Jefferson County, Texas and also all of that certain tract of land as described in a "Warranty Deed" from Harold W. Gardenhire, Sr., et al. to John Earl Greene as recorded in Clerk's File No. 2003018965, Official Public Records of Real Property, Jefferson County, Texas and being all of those certain two tracts of land identified as TRACT II and TRACT III as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas, said 4.8047 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-of-way line of El Paso Street as SOUTH 48"47'00" EAS7~ BEGINNING at a 1" iron pipe found for the most Northerly comer of the said Lot 8 and the most Easterly comer of Lot 7, Block 8 of the said Hillcrest Second Revised Addition and said comer also being in the Southwesterly right-of-way line of E1 Paso Street (based on a width of 50 feet); THENCE SOUTH 48°47'00" EAST, along and with the Southwesterly right-of-way line of E1 Paso Street and the Northeasterly line of the said Lots 8, 9 and 10, passing at a distance of 319.48 feet a 1" pinched pipe found for the most Easterly comer of the said Lot 10 and the most Northerly comer of the said Lot 11, and continuing along and with the Southwesterly right-of- way line of E1 Paso Street and the Northeasterly line of the said Lots 11, 12, 13 and 14 for a distance of 7 l 1.61 feet to a 5/8" iron rod set for comer, said comer being the intersection of the Southwesterly right-of-way line of E1 Paso Street and the Northwesterly right-of-way line of State Highway No. 365 (based on a width of 200 feet); TRACT III 4.8047 Acre Tract Page 1 of 2 MARK W. WHITELEY AND ASSOCIATES, INC. THENCE SOUTH 41°54'39" WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 275.44 feet to a 5/8" iron rod set for comer, said comer being the intersection of the Southwesterly line of the said Lot 14, the same being the Northeasterly line of Lot 17, Block 8 of Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas and the Northwesterly right-of-way line of State Highway No. 365; THENCE NORTH 48°46'38" WEST, for the boundary between the tract herein described and the said Lot 17, Block 8 of HiUcrest Second Addition "Acres", the same being the Southwesterly line of the said Lots 8 -14, Block 8 of Hillcrest Second Revised Addition, passing at a distance of 708.46 feet a 40d nail in a cut off fence post found for the common comer of the Lots 2 and 17, Block 8 of the said Hillcrest Second Addition "Acres" and the said Lots 7 and 8, Block 8 of the Hillcrest Second Revised Addition and continuing for the boundary between the said Lot 2, Block 8 of the said Hillcrest Second Addition "Acres" and the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, for a total distance of 758.46 feet to a 5/8" iron rod set for comer, said comer being the most Westerly comer of the above referenced John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the most Southerly comer of that certain tract being called the Northwesterly 88-1/3 feet of Lot 7 of the above referenced Hillcrest Second Revised Addition, said tract being identified as TRACT II, as described in a "Warranty Deed" from Luke Greene, et ux. to John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 41°15'19'' EAST, over and across the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, the same being the boundary between the said John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the said John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737, for a distance of 275.34 feet to a 5/8" iron rod set for comer, said comer being in the Southwesterly right-of-way line of El Paso Street and being the most Northerly comer of the said John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the most Easterly comer of the said John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737; THENCE SOUTH 48047'00'' EAST, along and with the Southwesterly right-of-way line of El Paso Street and the Northeasterly line of the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, for a distance of 50.00 feet to the POINT OF BEGINNING and containing 4.8047 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is  lat based on this survey. T~omas S. Rowe, RPLS No. 572~ W: -005 05 725 05-725TRIIIM&B.DOC ~~~ MARK W. WHITELEYAND ASSOCIATES, INC. EXHIBIT "D" TO THE RESOLUTION ~.,I i ,1~ h ~l ~, i~J ~j:1,,'"' 1" " ~ .... ' ' ' ", .l'Jil"'l:: ' "-~'": :'"' :'':~' ' ':~:' ,,,:~'l,~,., · .:: EXHIBIT "E" TO THE RESOLUTION FOR R~TA?L CENTER DEVELOPMENT BETWEEN THE CITY OF PORT ARTHUR AND PORT ARTHUR HOLDINGS III, LTD. This Sales Tax Refund Agreement (this "Agreement") is entered into as of March 1, 2006 (the "Effective Date") by and between the City of Port Arthur (the "City"), a Texas municipal corporation of the County of Jefferson and State of Texas, and Port Arthur Holdings III, Ltd. Article 1. General Provisions 1.01. This Agreement is authorized and governed by, (i) Chapter 378 (Neighborhood Empowerment Zone) of the Texas Local Government Code, Sections 378.001 through 378.004, and {ii) Chapter 380 (Miscellaneous Provisions Relating to Municipal Planning and Development) of the Texas Local Government Code, Sections 380.001 through 380.003. 1.02. Port Arthur Holdings III, Ltd., is negotiating a contract to purchase certain land (the "Property") in the City of Port Arthur, Jefferson County, Texas, described in Exhibit ~A" (Tract I, 1.3156 acre), Exhibit ~B" (Tract II, 3.5920 acres), and Exhibit ~C"(Tract III, 4.8047 acres), attached hereto and made a part hereof. The Property is situated within the City as a Neighborhood Empowerment Zone pursuant to Resolution enacted on Port Arthur Holdings III, Ltd. proposes to construct a retail center of approximately 70,000 square feet on the Property, as delineated a letter attached as Exhibit nD", which retail center the City has found will contribute to an increase in economic development in the Zone. 1.03. The Property is not part of an improvement project financed with tax increment bonds. 1.04. The Property is not owned or leased by any member of the Port Arthur City Council or any member of the City Planning and Zoning Commission. z.Port Arthur Holdings III, Ltd._refund agreement Article 2. Grant and Refund Schedule and Term 2.01. AS an incentive for the construction of the retail center in the Zone, the City agrees to refund to Port Arthur Holdings III, Ltd., a portion (which portion is set forth below) of the sales tax proceeds from retail sales at this retail center, (the "Sales Tax Refund"). The parties acknowledge the provisions of existing state law (i.e., Chapters 151 and 321, Texas Tax Code), whereby retail sales at the stores to be located in the retail center are subject to a total tax of 8.25% (the "Total Tax"). The Total Taxes that will be collected by Port Arthur Holdings III, Ltd., or by the occupants of the retail center on each applicable retail sale, reported and paid to the Texas Comptroller of Public Accounts, are as follows: · To the State of Texas 6.25%; · TO the City 1.00% (the "City Portion"); · To Jefferson County 0.50%; and · To the City of Port Arthur EDC 0.50%. Only the City Portion of the Total Tax shall be subject to this Agreement. The Sales Tax Refund in each year (i.e., October 1 through September 30) will equal: (i) 100% of the City Portion (1¢) collected with respect to retail sales at the stores to be located at the retail center described in Exhibit "A" (Tract I, 1.3156 acre), Exhibit "B" (Tract II, 3.5920 acres), and Exhibit ~C" (Tract III, 4.8047 acres), for the first year, up to a maximum of $120,000. (ii) 50% of the City Portion collected with respect to retail sales at the stores to be located at the retail center described in Exhibit "A" (Tract I, 1.3156 acre), Exhibit "B" (Tract II, 3.5920 acres), and Exhibit "C" (Tract III, 4.8047 acres), for the second year to the tenth year, up to a maximum of $120,000 per year. The refund for the second to the tenth year shall be proportionately reduced if Port Arthur Holdings III, Ltd. does not build a 50,000 square foot retail center as amount of square feet divided by 50,000. (iii) The total refund shall not exceed $1,200,000. z. Port Arthur Holdings III, Ltd._refund agreement 2.02. The period of the Sales Tax Refund (the "Refund Period") will commence on October 1, 2007, the Commencement Date, and will expire on September 30, 2016, unless sooner terminated in accordance with the terms and conditions herein set forth in this agreement. 2.03. This Agreement shall terminate on the earlier to occur of, (i) the expiration of the Refund Period, and (ii) the date that the sum of the Sales Tax Refund paid to Port Arthur Holdings III, Ltd., equals $1,200,000. 2.04. The City will pay to Port Arthur Holdings III, Ltd. thereof during the Refund Period either, (a) within thirty (30) days after receipt of the City Portion from the Texas Comptroller of Public Accounts, as well as after receipt from Port Arthur Holdings, III, Ltd. and the retail occupants of information as to the sales tax paid (including reports made to Comptroller of Public Accounts), or (b)at the City's option (but only after written notice to Port Arthur Holdings III, Ltd.) in monthly installments based upon the reasonably estimated Sales Tax Refund for the applicable calendar year. 2.05. Notwithstanding anything to the'contrary contained herein, the substantial completion of the retail center with a certificate of compliance by the City shall be a condition precedent to the obligations of the City under this Agreement. Article 3. Additional Incentives Provided by the City of Port Arthur As an additional incentive for the construction of the retail center in the Zone and the creation of jobs and other economic benefits to the Zone anticipated in connection with the operation.of the retail center, the City agrees to expedite the process for all hearings, reviews, inspections, and contacts with City staff in order to assist in the timely completion of the construction process and to consider any other reasonable requests made by Port Arthur Holdings III, Ltd., in order to assist it in constructing the retail center. The City will either pay or waive all City building permit fees and tap fees to be charged to Port Arthur Holdings III, Ltd. for the retail center. Nevertheless, Port Arthur Holdings III, Ltd. is responsible to pay for all construction costs, which includes, but is not limited to, the cost to tap into the City's water and sewer system and to pay for all meters and related equipment. z.Port Arthur Holdings III, Ltd._refund agreement Artlcle &. Effect of S&le and Asslg~ent 4.01. Port Arthur Holdings III, Ltd. shall have the right, without the City's consent, to transfer or assign this Agreement to an Affiliate (as such term is hereinafter defined} of Port Arthur Holdings III, Ltd. or any other business that will occupy the retail store for the purpose of operating a retail business, provided that Port Arthur Holdings III, Ltd. shall notify the City in writing of such transfer or assignment within ten (10) after the effective date thereof. For purposes of this Agreement, the term "Affiliate" shall mean: (1) A parent corporation of Port Arthur Holdings III, Ltd.; or (2) Any wholly subsidiary of Port Arthur Holdings III, Ltd. or Port Arthur Holdings III, Ltd.'s parent corporation; (3) Any business entity succeeding to substantially all of Port Arthur Holdings III, Ltd.'s assets as a result of a consolidation or merger; or (4) Any business entity to which all or substantially all of Port Arthur Holdings III, Ltd.'s assets as to this property have been sold. 4.02. The transfer or assignment of this Agreement to an entity which does not satisfy the requirements of Section 4.01 above shall require the City's consent as evidenced by a Resolution of the City Council after receipt by the City of Port Arthur Holdings III, Ltd.'s written notification of such proposed transfer at least ten (10) days before the effective date thereof, provided that the City's consent shall not unreasonably be withheld, conditioned, or delayed, but shall be conditioned upon the express assumption, pursuant to an Assignment of and Assumption of Obligations Under Sales Tax Refund Agreement, in substantially the form attached hereto as Exhibit ~E", by such transferee/assignee of all of Port Arthur Holdings III, Ltd.'s obligations set forth in this Agreement. 4.03. Any attempted transfer or assignment of this Agreement in violation of the terms set forth in this Article 4 shall be void ab initio, and shall entitle the City to terminate this Agreement by written notice to Port Arthur Holdings III, Ltd., whereupon the parties hereto shall be relieved of all duties hereunder except that Port Arthur Holdings III, Ltd. shall be entitled to its share of the Sales Tax Refund accrued prior to the date of such termination; provided, however, that such termination shall not be effective if, within ten days z.Port Arthur Holdings III, Ltd._refund agreement after its receipt of the City's termination notice, Port Arthur Holdings III, Ltd. shall notify the City that Port Arthur Holdings III, Ltd. has rescinded such attempted transfer or assignment. 4.04. Effective as of the effective date of a transfer or assignment pursuant to Section 4.01 or 4.02 above, Port Arthur Holdings III, Ltd. will be released of any further duties or obligations under this Agreement. Article 5. Independent Contr&ctor/Ind.m~ity 5.01. In executing this Agreement and in performing their respective obligations hereunder, the City and Port Arthur Holdings III, Ltd. are acting independently and not in any form of partnership or joint venture. The City assumes no responsibilities or liabilities to any third parties in connection with this Agreement. Article 6. Documentation 6,01. The parties agree that the dollar amount of retail sales tax eligible for the Sales Tax Refund will be calculated based upon sales and sales tax information furnished by the Office of the Comptroller of the State of Texas or any successor agency charged with collecting such information and preparing such reports (the ~Comptroller's Office".) Each calendar year (or month, if the City elects to pay the Sales Tax Refund in monthly installments) during the applicable Refund Period, Port Arthur Holdings III, Ltd. will authorize the Comptroller's office to furnish to the City a report of Port Arthur Holdings III, Ltd. or of the occupants of the retail center collections and payments of sales tax for the retail center during such year (or month, as applicable.) The retail center occupants will also provide to Port Arthur Holdings III, Ltd. or his assignee, a copy of their sales tax reports, who will thereafter forward it to the City. Article 7. Notice 7.01. All notices required or permitted by this Agreement will be delivered either (a) by certified mail, postage prepaid, effective five days after mailing, or (b) by hand delivery or by a nationally recognized overnight courier, in either case effective upon delivery, in all cases addressed as follows (or to such other address as a party may specify to z.Port Arthur Holdings III, Ltd._refund agreement the other party by notice delivered in accordance with the terms hereof): TO PORT ARTHUR HOLDINGS III, LTD.~ PORT ARTHUR HOLDINGS III, LTD. ATTN: Charles W. Shears 712 Main Street, 29th Floor Houston, Texas 77002 TO THE CITY: CITY OF PORT ARTHUR ATTN: City Manager 444 4th Street P. O. Box 1089 Port Arthur, TX 77641 Article 8. Miscellaneous 8.01. This Agreement was approved by the City Council of the City at its meeting on 8.02. If any section, subsection, paragraph, sentence, phrase, or word of this Agreement is held invalid for any reason, the balance of this Agreement will remain in effect and will be read as if the parties intended at all times not to include the invalid section, subsection, paragraph, sentence, phrase, or word. 8.03. This Agreement will be construed under the laws of the State of Texas and venue shall be in Jefferson County. 8.04. This Agreement may be executed by the parties in multiple counterparts, all of which counterparts when taken together constituting one Agreement. Article 9. Termination Clauses 9.01. This Agreement can be terminated by the City of Port Arthur if Port Arthur Holdings III, Ltd. does not own the property described in Exhibit "A" (Tract I, 1.3156 acre), Exhibit "B" (Tract II, 3.5920 acres), and Exhibit KC" (Tract III, 4.8047 acres) by August 1, 2006. 9.02. This Agreement can be terminated by the City of Port Arthur if Port Arthur Holdings III, Ltd. does not commence construction by December 1, 2006. z. Port Arthur Holdings III, Ltd._refund agreement 9.03 This Agreement can be terminated by the City of Port Arthur if the retail center of at least 50,000 square feet is not substantially completed by December 1, 2007. 9.04. If the events delineated in Sections 9.01, 9.02, 9.03 occur, the City of Port Arthur shall give Port Arthur Holdings III, Ltd. ten (10) days written notice thereof. z.Port Arthur Holdings III, Ltd._refund agreement S~N~TU~E P~E TO S~L~S T~X REFUND ~,~ENT FOR RETAIL CENTER DEVELOPMENT BETWEEN THE CITY OF PORT ARTHUR AND PORT ARTHUR HOLDINGS III, LTD. SIGNED AND AGREED TO on this the __ day of 2006. CITY OF PORT ARTHUR, a Texas Municipal Corporation (the "City") BY: Name: Stephen Fitzgibbons Title: City Manager SIGh-ED AND AGREED TO on this the __ day of , 2006. PORT ARTHUR HOLDINGS III, LTD. BY: Name: Title: President z.Port Arthur Holdings III, Ltd._refund agreement EXHIBIT "A" TO THE AGREEMENT TRACT 1 Legal Description: 1.3156 Acre Tract or Parcel of Land Out of and Part of Lots 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 and 73, Block 6 Hillcrest Second Revised Addition Volume 7, Page 6, Map Records Out of and Part of Lot 22, Block 6 Hillcmst Second Addition "Acres" Volume 4, Page 106, Map Records Wm. McFaddin Survey, Abstract No. 417 T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243 Jefferson County, Texas BEING a 1.3156 acre tract or parcel of land situated in the Wm. McFaddin Survey, Section No. 11, Abstract No. 243 and the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and being out of and part of Lots 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 and 73, Block 6 of the Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being out of and Part of Lot 22, Block 6 of the Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas, and also being all of that certain tract of land of land, identified as TRACT II, being called all of Lots 63,64 and 65, Block 6 of the said Hillcrest Second Revised Addition, save and except that certain tract conveyed to the State of Texas recorded in Volume 1210, Page 434, Deed Records, Jefferson County, Texas, as described in a "Warranty Deed" from McPhillips Tire and Auto, Inc. to Larry McPhillips as recorded in Clerk's File No. 9607726, Official Public Records of Real Property, Jefferson County, Texas and also being all of that certain tract of land being called all of Lots 66-70, Block 6 of the said Hillcrest Second Revised Addition as described in a "Warranty Deed with Vendor's Lien" from James E. Rainey, Sr. to Larry McPhillips and wife, Ileana McPhillips as recorded in Clerk's File No. 2003001893, Official Public Records of Real Property, Jefferson County, Texas, save and except that certain tract of land as conveyed to the State of Texas as recorded in Volume 1254, Page 145, Deed Records, Jefferson County, Texas and being all of that certain called 0.9243 acre tract of land as described in a "Special Warranty Deed with Vendor's Lien" from Robert Q. Keith and Port Arthur Land Company, Ltd. to Larry McPhillips and wife, Ileana McPhillips as recorded in Clerk's File No. 2003048087, Official Public Records of Real Property, Jefferson County, Texas, said 1.3156 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-of-way line of El Paso Street as SOUTH 48°47'00" EAST. BEGINNING at a punch mark in concrete found for the most Northerly comer of the said 0.9243 acre McPhillips tract, said comer also being the most Easterly comer of that certain tract of land being called the North 154 feet of Lot 22, Block 6 of the Hillcrest Second Addition TKACT 1 1.3156 Acre Tract Page 1 of 3 MARK W. WHITELEY AND ASSOCIATES, INC. "Acres" as described in a deed from Luke Greene and wife, Laura Belle Greene to J0hi1 Earl Greene as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas, said comer also being in the Northeasterly line of the above referenced Lot 22, Block 6 of Hillcrest Second Addition "Acres" and in the Southwesterly line of Lot 62, Block 6 of the above referenced Hillcrest Second Revised Addition and said comer also being in the Southwesterly line of that certain tract of land being part of Lots 60, 61 and 62, Block 6 of the above referenced Hillcrest Second Revised Addition identified by Jefferson County Tax Appraisal District Account No. 029001-000-004300-00000-5 owned by Mini Serve Inc. (unable to locate deed reference); THENCE SOUTH 49032'09'' EAST, for the boundary between the tract herein described and the said Mini Serve Inc. tract, the same being the common line between the said Lot 62 and Lot 22, for a distance of 12.45 feet to a 2" iron pipe in concrete found for comer, said comer being the most Southerly comer of the said Mini Serve Inc. tract, the same being the most Southerly comer of the said Lot 22 and the most Westerly comer of the said Lot 63, the same being the most Westerly comer of the said McPhillips tract recorded in Clerk's File No. 9607726, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 41°16'43'' EAST, for the boundary between the tract herein described and the said Mini Serve Inc. tract, the same being the common line between the said Lots 62 and 63 and also being the Northwesterly line of the said McPhillips tract recorded in Clerk's File No. 9607726, for a distance of 51.06 feet to a scribed "X" in concrete set for comer, said comer being in the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287 (width varies); THENCE SOUTH 44°38'53" EAST, along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 149.62 feet to a 1/2" iron rod found for comer, said comer being in the common line between the said Lots 65 and 66 and also being the most Easterly comer of the said McPhillips tract recorded in Clerk's File No. 9607726 and the most Northerly comer of the said McPhillips tract recorded in Clerk's File No. 2003001893, Official Public Records of Real Property, Jefferson County, Texas; THENCE SOUTH 48°41'16'' EAST, continuing along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 250.94 feet to a 5/8" iron rod set for comer, said comer being in the common line between the said Lots 70 and 71 and being the most Easterly comer of the said McPhillips tract recorded in Clerk's File No. 2003001893 and an exterior ell comer of the said 0.9243 acre McPhillips tract; THENCE SOUTH 37058'58'' EAST, continuing along and with the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287, for a distance of 101.86 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the intersection of the Southwesterly right-of-way line of U.S. Highway 69, 96 and 287 and the Northwesterly right-of- way line of State Highway No. 365 and also being the most Easterly comer of the said 0.9243 acre McPhillips tract; TRACT I 1.3156 Acre Tract Page 2 of 3 MARK W. WHITELEY AND ASSOCIATES, INC. THENCE SOUTH 21041'22'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 96.23 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the most Southerly comer of the said 0.9243 acre McPhillips tract and the most Easterly comer of that certain tract of land identified as TRACT I as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 48049'22'' WEST, for the boundary between the tract herein described and the said Greene Family Trust TRACT I and that certain tract of land as described in a "Warranty Deed" from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas, for a distance of 544.73 feet to a 1/2" iron rod found for comer, said comer being the most Westerly comer of the said 0.9243 acre McPhillips tract and the most Northerly comer of the said John Earl Greene tract as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas and also being in the Southeasterly line of the above referenced John Earl Greene tract recorded in Volume [703, Page 236, Deed Records, Jefferson County, Texas; THENCE NORTH 41°04'42'' EAST, for the boundary between the tract herein described and the above referenced John Earl Greene tract recorded in Volume 1703, Page 236, for a distance of 70. l 3 feet to the POINT OF BEGINNING and containing 1.3156 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is being submitted along with a plat based on this survey. Thomas S. Rowe, RPLS No. 5728 W: 2005 05-725 05-725TRIM&B DOC TRACT I 1.3156 Acre Tract Page 3 of 3 MARK W. WHITELEY AND ASSOCIATES, INC. EXHIBIT "B" TO THE AGREEMENT TRACT II Legal Description: 3.5920 Acre Tract or Parcel of Land Out of and Part of Lot 22, Block 6 Hillcrest Second Addition "Acres" Volume 4, Page 106, Map Records Wm. McFaddin Survey, Abstract No. 417 T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243 Jefferson County, Texas BEING a 3.5920 acre tract or parcel of land situated in the Wm. McFaddin Survey, Section No. 11, Abstract No. 243 and the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and being out of and Part of Lot 22, Block 6 of the Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas, and also being all of that certain tract of land being called the North 154 feet of Lot 22, Block 6 of the Hillcrest Second Addition "Acres" as described in a deed from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas and all of that certain tract of land as described in a "Warranty Deed" from Luke Greene and wife, Laura Belle Greene to John Earl Greene as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas, and all of that certain tract of land identified as TRACT I as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas, said 3.5920 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-oJZway line of El Paso Street as SOUTH 48"47'00" EAST. BEGINNING at a 1/2" iron rod found for the most Westerly comer of the tract herein described, said comer also being the most Westerly comer of the said Lot 22 and the most Westerly comer of the said John Earl Greene tract as recorded in Volume 1703, Page 236, Deed Records, Jefferson County, Texas and also being the most Southerly comer of Lot 80, Block 6 of the Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being the most Southerly comer of that certain tract of land as described in a "Substitute Tmstee's Deed" to Excavators and Constructors, Inc. as recorded in Clerk's File No. 9439142, Official Public Records of Real Property, Jefferson County, Texas and said comer being in the Northeasterly right-of-way line of El Paso Street (based on a width of 50 feet); TRACT II 3.5920 Acre Tract Page I of 3 MARK W. WHITELEY AND ASSOCIATES, INC. THENCE NORTH 41°22'29" EAST, for the boundary between the tract herein described and the said Excavators and Constructors, Inc. tract and that certain called 0.5936 acre tract of land as described in a "Warranty Deed with Vendor's Lien" from Excavators and Constructors, Inc. to Ernest Parker as recorded in Clerk's File No. 2000024148, Official Public Records of Real Property, Jefferson County, Texas, for a distance of 275.00 feet to a 5/8" iron rod set for comer, said comer being the most Northerly comer of the said Lot 22 and the common comer of Lots 59, 60 and 80, Block 6 of the above referenced Hillcrest Second Revised Addition, said comer also being the most Westerly comer of that certain tract of land being part of Lots 60, 61 and 62, Block 6 of the above referenced Hillcrest Second Revised Addition identified by Jefferson County Tax Appraisal District Account No. 029001-000-004300-00000-5 owned by Mini Serve Inc. (unable to locate deed reference) and from said comer a 3/4" iron pipe found for the most Easterly comer of the said 0.5936 acre Parker tract bears NORTH 41 °22'29" EAST a distance of 70.42 feet; THENCE SOUTH 48o37'55'' EAST, for the boundary between the tract herein described and the Southwesterly line of the said Mini Serve Inc. tract, the same being the common line between the said Lot 22 and Lots 60, 61 and 62, for a distance of 154.03 feet to a punch mark in concrete found for comer, said comer being the most Northerly comer of that certain called 0.9243 acre tract of land as described in a "Special Warranty Deed with Vendor's Lien" from Robert Q. Keith and Port Arthur Land Company, Ltd. to Larry McPhillips and wife, Ileana McPhillips as recorded in Clerk's File No. 2003048087, Official Public Records of Real Property, Jefferson County, Texas and also being the most Easterly comer of the said John Earl Greene tract as recorded in Volume 1703, Page 236; THENCE SOUTH 41004'42'' WEST, for the boundary between the tract herein described and the said 0.9243 acre McPhillips tract, the same being the Southeasterly line of the said John Earl Greene tract as recorded in Volume 1703, Page 236, for a distance of 70.13 feet to a 1/2" iron rod found for comer, said comer being the most Westerly comer of the said 0.9243 acre McPhillips tract and the most Northerly comer of the said John Earl Greene tract as recorded in Volume 1816, Page 499, Deed Records, Jefferson County, Texas; THENCE SOUTH 48049'22'' EAST, for the boundary between the tract herein described and the said 0.9243 acre McPhillips tract, the same being the Northeasterly line of the said John Earl Greene tract as recorded in Volume 1816, Page 499 and the Northeasterly line of the said Greene Family Trust TRACT I, for a distance of 544.73 feet to a Texas Department of Transportation concrete monument found for comer, said comer being the most Southerly comer of the said 0.9243 acre McPhillips tract and in the Northwesterly right-of-way line of State Highway No. 365; THENCE SOUTH 21041'22'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 43.60 feet to a 5/8" iron rod set for comer, said comer being an angle point in the Northwesterly right-of-way line of State Highway No. 365; TRACT li 3.5920 Acre Tract Page 2 of 3 MARK W. WH1TELEY AND ASSOCIATES, INC. TI/ENCE g0UTI4 41o54'39" WEgT, along and with the N0rthwegterly right-of-way line of State Highway No. 365 (based on a width of 200 feet), for a distance of 163.76 feet to a cotton picker spindle set for comer, said comer being the intersection of the Northwesterly right-of-way line of State Highway No. 365 and the Northeasterly right-of-way line of E1 Paso Street; THENCE NORTH 48047'00'' WEST, along and with the Northeasterly right-of-way line of El Paso Street and the Southwesterly line of the said Lot 22, for a distance of 712.27 feet to the POINT OF BEGINNING and containing 3.5920 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is being submitted along with a plat based on this survey. Thomas S. Rowe, RPLS No. 5728 W: 2005 05 725 05~725TRI[M&B DOC TRACT II 3.5920 Acre Tract Page 3 of 3 · MARK W. WHITELEY AND ASSOCIATES, INC. EXHIBIT "C" TO THE AGREEMENT TRACT III Legal Description: 4.8047 Acre Tract or Parcel of Land Out of and Part of Lot 7 and All of Lots 8, 9, 10, 11, 12 and 13 and Out of and Part of Lot 14, 8lock 8 Hillcrest Second Revised Addition Volume 7, Page 6, Map Records T. & N.O.R.R. Survey, Section No. l 1, Abstract No. 243 3¢fferson County, Texas BEING a 4.8047 acre tract or parcel of land situated in the T. & N.O.R.R. Survey, Section No. 11, Abstract No. 243, Jefferson County, Texas and out of and part of Lot 7 and all of Lots 8, 9, 10, 11, 12 and 13 and out of and part of Lot t4, Block 8, Hillcrest Second Revised Addition, a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 7, Page 6, Map Records, Jefferson County, Texas and also being all of that certain tract of land as described in a "Warranty Deed" from Steven Kemp and Debra Allison Kemp to John Earl Greene, Sr. as recorded in Clerk's File No. 9720993, Official Public Records of Real Property, Jefferson County, Texas and also all of that certain tract of land as described in a "Warranty Deed" from Harold W. Gardenhire, Sr., et al. to John Earl Greene as recorded in Clerk's File No. 2003018965, Official Public Records of Real Property, Jefferson County, Texas and being all of those certain two tracts of land identified as TRACT II and TRACT Ili as described in a "Warranty Deed" from John Earl Greene and David L. Greene, Co-Independent Executors of the Estate of Luke Greene, Deceased, to the Greene Family Trust as recorded in Clerk's File No. 2001010571, Official Public Records of Real Property, Jefferson County, Texas, said 4.8047 acre tract being more particularly described as follows: NOTE: All bearings are based on the Southwesterly right-of~way line of El Paso Street as SOUTH 48o47'00" EAST. BEGINNING at a 1" iron pipe found for the most Northerly comer of the said Lot 8 and the most Easterly comer of Lot 7, Block 8 of the said Hillcrest Second Revised Addition and said comer also being in the Southwesterly right-of-way line of El Paso Street (based on a width of 50 feet); THENCE SOUTH 48047'00'' EAST, along and with the Southwesterly right-of-way line of El Paso Street and the Northeasterly line of the said Lots 8, 9 and 10, passing at a distance of 319.48 feet a 1" pinched pipe found for the most Easterly comer of the said Lot 10 and the most Northerly comer of the said Lot 11, and continuing along and with the Southwesterly right-of- way line of El Paso Street and the Northeasterly line of the said Lots 11, 12, 13 and 14 for a distance of 711.61 feet to a 5/8" iron rod set for comer, said comer being the intersection of the Southwesterly right-of-way line of E1 Paso Street and the Northwesterly right-of-way line of State Highway No. 365 (based on a width of 200 feet); TRACT 1II 4.8047 Acre Tract Page I of 2 MARK W. WHITELEY AND ASSOCIATES, INC. THENCE SOUTH 41°54'39'' WEST, along and with the Northwesterly right-of-way line of State Highway No. 365, for a distance of 275.44 feet to a 5/8" iron rod set for comer, said comer being the intersection of the Southwesterly line of the said Lot 14, the same being the Northeasterly line of Lot 17, Block 8 of Hillcrest Second Addition "Acres", a subdivision of the City of Nederland, Jefferson County, Texas, according to the plat thereof recorded in Volume 4, Page 106, Map Records, Jefferson County, Texas and the Northwesterly right-of-way line of State Highway No. 365; THENCE NORTH 48°46'38'' WEST, for the boundary between the tract herein described and the said Lot 17, Block 8 of Hillcrest Second Addition "Acres", the same being the Southwesterly line of the said Lots 8 -14, Block 8 of Hillcrest Second Revised Addition, passing at a distance of 708.46 feet a 40d nail in a cut off fence post found for the common comer of the Lots 2 and 17, Block 8 of the said Hillcrest Second Addition "Acres" and the said Lots 7 and 8, Block 8 of the Hillcrest Second Revised Addition and continuing for the boundary between the said Lot 2, Block 8 of the said Hillcrest Second Addition "Acres" and the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, for a total distance of 758.46 feet to a 5/8" iron rod set for comer, said comer being the most Westerly comer of the above referenced John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the most Southerly comer of that certain tract being called the Northwesterly 88-1/3 feet of Lot 7 of the above referenced Hiltcrest Second Revised Addition, said tract being identified as TRACT II, as described in a "Warranty Deed" from Luke Greene, et ux. to John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737, Official Public Records of Real Property, Jefferson County, Texas; THENCE NORTH 41°15'19'' EAST, over and across the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, the same being the boundary between the said John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the said John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737, for a distance of 275.34 feet to a 5/8" iron rod set for comer, said comer being in the Southwesterly right-of-way line of E1 Paso Street and being the most Northerly comer of the said John Earl Greene, Sr. tract as recorded in Clerk's File No. 9720993 and the most Easterly comer of the said John Earl Greene, Sr. as recorded in Clerk's File No. 2000005737; THENCE SOUTH 48o47'00'' EAST, along and with the Southwesterly right-of-way line of E1 Paso Street and the Northeasterly line of the said Lot 7, Block 8 of the Hillcrest Second Revised Addition, for a distance of 50.00 feet to the POINT OF BEGINNING and containing 4.8047 ACRES, more or less. Surveyed on December 8, 2005 by Thomas S. Rowe, RPLS No. 5728. This legal description is lat based on this survey. Thomas S.,Rowe, RPLS No. 572~ MARK W. WHITELEY AND ASSOCIATES, INC. EXHIBIT "D" TO THE AGREEMENT Feb 17 08 11 :S4a T. CPa~ Carne~ 4~9-443-08~3 p. 1 ~-17-06~13,o0A%',;S01 ~,=-,'~LTY ,7~3 892 ~052 ~ ~/ 2 PORT ARTHUR HOLDINGS HI, LTD. 712 Main Street 29'b Floor Houston, Texas 77002 713-892-$200 713-892-5032 (fax) February 16, 2006 HOnorable Mayor Oscar Ortiz City of Port Arthur 444 4th Street P.O. Box 1089 Port Arthur, Texas 77641-1089 RE: Sales Tax Rebate Request Retail Shopping Center U.S- Highway 69 & FM 365 Port Arthur, Texas Dear Mayor: We are pleased to announce our intex~tioas to develop the northwest comer of U.S- Highway 69 and FM 365 in Port Arthur, Texas. 'l]ae property we have under contract is approximately 10 acres. Our plans are to construct a minimum of 70,000 squaxc feet of' rcl~il under roof with possibly 3 pads along Highway 69 fromagc road. Depending on timelines for design and plan review, we would attticipate being under construction appron, imately .fuly or August of this year. We look forward to a cophnt~ed successful relationship with ~.e City of Port A.-lhur. EXHIBIT "E" TO THE AGREEMENT ASSIGNMENT OF /%ND ASSUMPTION OF OBLIGATIONS UNDER SALES TAX REFUND AGRE~MENT THIS ASSIGNMENT OF AND ASSUMPTION OF OBLIGATIONS UNDER SALES TAX REFt-RD AGREEMENT (hereinafter called this ~Assignment") being effective the __ day of , 2006 between Port Arthur Holdings III, Ltd., a limited partnership duly organized and existing under the laws of the State of Texas, with its principal place of business at (hereinafter called ~Assignor") and , a corporation duly organized and existing under the laws of the State of Texas, with its principal place of business at (hereinafter called "Assignee"), and the City of Port Arthur, a municipal corporation of the County of Jefferson and State of Texas, with its principal place of business at 444 4th Street, Port Arthur, Texas 77641 (hereinafter called the "City".) W I T N E S S E T H~ WHEREAS, the City and Assignor entered into a Sales Tax Refund Agreement (hereinafter called the "Agreement") dated , 2006, a copy of which is attached hereto as Exhibit "1", whereby Assignor became entitled to certain rights and privileges and subject to certain duties and obligations, all as more particularly described in the Agreement; and WHEREAS, the City is willing to consent to such an assignment on the terms set forth herein. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and No/100, and other good and valuable consideration exchanged among the parties hereto, the receipt and sufficiency of all which is hereby acknowledged and confessed, it is agreed: 1. Assignor by these presents does sell, grant, assign, and convey unto Assignee all of Assignor's right, title, and interest in and to the Agreement, and Assignor fully authorizes and empowers Assignee to exercise all rights as Assignor under the terms of said Agreement, and in the same manner as Assignor might or could do thereunder. z.Port Arthur Holdings III, Ltd._refund agreement 2. Assignee hereby expressly assumes all of the terms covenants, and conditions of the Agreement, and expressly agrees to be bound thereby and assumes full performance thereunder. 3. Nothing herein contained shall in any way operate to modify or abrogate any requirements in the Agreement respecting any further or future assignment of the Agreement, or the rights or obligations thereunder, in whole or in part. 4. The parties hereto do hereby expressly ratify and reaffirm the Agreement, and the terms, covenants, and conditions therein contained. 5. Expressly subject to the terms herein contained, the City does hereby consent to the within assignment of the Agreement. It is further agreed and understood between all parties to this Assignment, that upon the assumption of the obligations contained in the Agreement by Assignee, Assignor shall be relieved of all rights, privileges, duties, and obligations thereunder. SI~NED AND A~REED TO ON THIS the day of CITY OF PORT ART~u~ BY* Stephen Fitzgibbons, City Manager SI~NED AND A~REED TO ON THIS the __ day of PORT ARTHUR HOLDINGS III, LTD. BY: , President SI~NED AND A~REED TO ON THIS the day of ASSIGNEE BY: z.Port Arthur Holdings III, Ltd._refund agreement