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HomeMy WebLinkAboutPR 18204: AMENDED INDUSTRIAL DISTRICT AGREEMENT WITH OXBOW CALCINING, LLC P. R. No. 18204 4/16/14 gt RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDED INDUSTRIAL DISTRICT AGREEMENT WITH OXBOW CALCINING, LLC WHEREAS, on December 10, 2013, pursuant to Resolution No. 13- 617, the City entered into an Industrial District Agreement with with Oxbow Calcining, LLC pursuant to Sections 42.044 and 212.172 of the Texas Local Government Code, and Article 1, Sections 5 and 6, of the City's Charter; and WHEREAS, the City has offered to amend the Agreement to comply with Agreements entered into subsequent to the City's acceptance of the Industrial District Agreement with Oxbow Calcining, LLC. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby authorizes the execution of the Amended Industrial District Agreement between the City of Port Arthur and Oxbow Calcining, LLC, in substantially the same form as attached hereto as Exhibit "A ". Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. s.pr18204 READ, ADOPTED AND APPROVED on this day of A.D., 2014, at a Meeting of the City Council of the City of Port Arthur, by the following vote: AYES: Mayor Councilmembers NOES: MAYOR ATTEST: CITY SECRETARY APPROVED AS T. FORM: 17 2/ / Ad CITY ATTORR Y I_ APPROVED FOR ADMINISTRATION: JOHN A. COMEAUX, P.E., INTERIM CITY MANAGER s.pr18204 EXHIBIT "A" STATE OF TEXAS § § COUNTY OF JEFFERSON § AMENDED INDUSTRIAL DISTRICT AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND OXBOW CALCINING, LLC This AGREEMENT is made and entered into by and between the City of Port Arthur (hereinafter referred to as the "City "), a home rule municipality governed under the laws of the State of Texas and Oxbow Calcining, L.L.C. (hereinafter referred to as the "Property Owner "). Property Owner leases real estate from The Kansas City Southern Railway Company and owns tangible personal property, it operates a coke calcining plant, which is located in the City of Port Arthur's extraterritorial jurisdiction. WHEREAS, Oxbow Calcining subleases a portion of its facility to Port Arthur Steam Energy, LP., and will be responsible for its in lieu of tax payment to City pursuant to this agreement; and WHEREAS, pursuant to Section 42.001 of the Texas Local Government Code, the Legislature declares it the policy of the State of Texas to designate certain areas as the extraterritorial jurisdiction of municipalities to promote and protect the general health, safety, and welfare of persons residing in and adjacent to the municipalities; and s.ida_oxbow 2014 -2016 Page 1 WHEREAS, the extraterritorial jurisdiction (hereinafter referred to as the "ETJ ") of the City is the unincorporated area that is contiguous to the corporate boundaries of the City and that is located within 3 -1/2 miles of the boundaries of the City; and WHEREAS, pursuant to Section 42.044 of the Texas Local Government Code (the "TLGC "), the governing body of a municipality may designate any part of its extraterritorial jurisdiction as an industrial district and may treat the designated area in a manner considered by the governing body to be in the best interests of the municipality; and WHEREAS, the Property Owner owns and /or leases land that is located in the ETJ of the City, which was previously designated as an industrial district and Exhibit "A" represents a true, correct and complete legal description and /or map depiction of said land (hereinafter referred to as the "Affected Area "); and WHEREAS, pursuant to Section 42.044 of the Texas Local Government Code, the City may make written agreements with owners of land in an industrial district; and WHEREAS, this Agreement is authorized under Sections 42.044 and 212.172 of the Texas Local Government Code, Vernon's Texas Code Annotated and Article I, Sections 5 and 6 of the City's Charter, and the parties agree that the terms of this Agreement s.ida_oxbow 2014 -2016 Page 2 are reasonable, appropriate, and not unduly restrictive of business activities; and WHEREAS, this Agreement includes provisions concerning said real and tangible personal property owned and /or leased by the Property Owner in the Affected Area; and WHEREAS, the Property Owner and the City have previously entered into industrial district agreements related to the Affected Area; and WHEREAS, in previous industrial district agreements, the City has articulated its concern regarding the unemployment rate of Port Arthur residents in an effort to maximize job opportunities for Port Arthur residents and contracting opportunities for Port Arthur businesses and contractors; and WHEREAS, the City created the Port Arthur Business Enterprise (PABE) program, with a goal of improving opportunities for its residents and businesses; and WHEREAS, the City is interested in working with industry to obtain information on current hiring and procurement efforts, including results, and to increase employment opportunities for Port Arthur residents and procurement for Port Arthur businesses; and WHEREAS, the Property Owner agrees to provide written reports to the City regarding its hiring and procurement practices on a semi - annual basis; and s.ida_oxbow 2014 -2016 Page 3 WHEREAS, the City desires to offer an incentive to the Property Owner if it participates in an Employment and Training Roundtable Program and meets certain milestones based on increases in the hiring of Port Arthur residents and the contracting opportunities afforded Port Arthur businesses; and WHEREAS, this Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of all parties to this Agreement, and effective January 1, 2014, this Agreement supersedes any prior existing Industrial District Agreement between the Property Owner and the City relating to the subject matter hereof and governing City's contractual relationship with the Property Owner; and WHEREAS, the City finds that the provisions set forth in this Agreement are in the best interests of the City and beneficial to the general health, safety, and welfare of its residents; and WHEREAS, the Property Owner finds that this Agreement is beneficial to its business operations. NOW, THEREFORE, in consideration of the premises and the mutual agreements of the parties contained herein, the City and the Property Owner, agree with each other as follows: s.ida_oxbow 2014 -2016 Page 4 Section 1: ETJ Status, City Services and Code Enforcement (a) Pursuant to Section 42.044 of the TLGC, and subject to the terms and provisions of this Agreement, the City agrees and guarantees that during the term of this Agreement, the Affected Area shall be immune from annexation and shall continue to retain its status as part of the City's ETJ, except as otherwise expressly provided herein. (b) The Property Owner and the City agree that the City shall have no obligation to provide City services to the Property Owner in the Affected Area and that the City will not extend any services to Property Owner in the Affected Area (unless otherwise provided herein). The City will not require the Property Owner to adhere to City codes such as the regulation of plats and subdivisions of land, the imposition of building, electrical, or plumbing inspections, and related code requirements. The Property Owner agrees not to imprudently discharge storm water or contribute to flooding on adjacent property. Section 2. Description of Affected Area and Reports (a) The City hereby designates the portion of the City's ETJ described and depicted on Exhibit "A ", which contains all of the land owned and /or leased by the Property Owner in the City's ETJ, as an Industrial District. The Property Owner hereby s.ida_oxbow 2014 -2016 Page 5 certifies that Exhibit "A" represents a true, correct and complete legal description and map depiction of all of the land owned and /or leased by the Property Owner in the "Affected Area ". (b) On or before May 1 of each year during the term of this Agreement, the Property Owner shall furnish to the City a written report listing the names and addresses of all persons and entities who store any tangible personal property on the land in the Affected Area with the Property Owner (hereinafter referred to as "products in storage "), and are in the possession or under the management of Property Owner on January 1 of such year, and further giving a description of such products in storage. The Property Owner shall file all reports required by the chief appraiser of the Jefferson County Appraisal District ( "JCAD ") under Section 22.04 of the Texas Property Tax Code relating to (i) third parties' property that is in the Affected Area and in the Property Owner's possession or under the Property Owner's management by bailment, lease, consignment, or other arrangement, and (ii) storage space leased or otherwise provided to third parties for storage of personal property in the Affected Area. s.ida_oxbow 2014 -2016 Page 6 Section 3. Payments by the Property Owner (a) The City levies ad valorem taxes for general revenue purposes on the value of land, improvements, and certain personal property located within its corporate limits. If the Affected Area were located within the corporate limits of the City, it would be subject to such levy. As part of the consideration for the City's agreements contained herein, the Property Owner agrees to make a payment to the City in lieu of taxes (hereinafter referred to as "In Lieu of Payment ") for each "Tax Year" (as hereinafter defined) during the term of this Agreement as provided herein. As used herein, the term "Tax Year" has the meaning assigned to that term in Section 1.04 of the Texas Property Tax Code (i.e., the calendar year) . (b) On or before October 15 of each Tax Year during the term of this Agreement, and except as otherwise provided in Sections 4, 7 and 20, the Property Owner will remit to the City an "In Lieu of Payment" equal to eighty percent (80a) of the "Taxable Value" (as hereinafter defined) for such Tax Tear multiplied by the City's property tax rate for such Tax Year. (c) On or before October 1 st of each Tax Year during the term of this Agreement, the City will submit to the Property Owner a statement setting forth the calculation of the In Lieu of Payment due from the Property Owner for such Tax Year. s.ida_oxbow 2014 -2016 Page 7 (d) For the purposes of this Agreement, "Taxable Value" means, for any Tax Year, the appraised value of the Property Owner's real property, tangible personal property or mixed that is situated on the Affected Area as determined for such Tax Year by the chief appraiser of JCAD for the property tax purposes of Jefferson County, Texas as of January 1 of such Tax Year, less the exempt value of pollution control property as so determined. The appraised value also includes the appraised value of any property that is located in a foreign trade zone or any other type of federal, state or local zone. Additionally, the Property Owner's Taxable Value for the purposes of this Agreement for any such Tax Year will include the Taxable Value of all tangible personal property located and stored on the Affected Area that is owned by third parties and is in the possession or under the management of the Property Owner by bailment, lease, consignment, or any other arrangement with the Property Owner ( "products in storage ") on January 1 of such Tax Year. (e) For illustration purposes only, assume for a Tax Year during the term of this Agreement that the Taxable Value is $15,000,000 and that the City's property tax rate for such Tax Year is $.792 per $100 of Taxable Value. Subject to the s.ida_oxbow 2014 -2016 Page 8 provisions of Sections 4 and 7, the In Lieu of Payment for such Tax Year would be $95,040.00 calculated as follows: 80o X $15,000,000 X $.792/$100 = $95,040.00 Section 4. Treatment of Certain Fluctuations in Value In the event there are any fluctuations of 10a or more in the "Contract Value" (as hereinafter defined), the parties agree that there shall be a floor and ceiling applied in order to calculate the payment for each year. Therefore, the parties agree to place a cap on the variance in the amount of the payment from the previous year of plus or minus 10o based on the Property Owner's Contract Value for the previous year. The intent of the 10% provision is to limit fluctuations in payments to the City to no more than 10% up or 10o down each year. This is accomplished by specifically defining the Contract Value for the purpose of this contract each year (hereinafter referred to and defined as the "Contract Value "). Notwithstanding anything contained herein to the contrary, if for any Tax Year during the term of this Agreement, the Taxable Value for such current Tax Year is either ten percent (100) more or less than the "Contract Value" (as herein defined) for the immediately preceding Tax Year, then subject to the provisions of Section 7, the In Lieu of Payment for such current Tax Year shall be an amount equal to eighty percent (80%) of either: s.ida_oxbow 2014 -2016 Page 9 • 110% (if the Taxable Value for such current Tax Year is ten percent (10a) more than the Contract Value for the immediately preceding Tax Year), or • 90% (if the Taxable Value for such current Tax Year is ten percent (100) less than the Contract Value for the immediately preceding Tax Year) of the Contract Value for the immediately preceding Tax Year multiplied by the City's property tax rate for such current Tax Year. As used herein, the term "Contract Value" means: (i) for the Tax Year 2014, the Taxable Value for the Tax Year 2013; and (ii) for any Tax Year during the term of this Agreement after the Tax Year 2014, the Taxable Value or the Contract Value, as the case may be, used to calculate the In Lieu of Payment for the immediately preceding Tax Year. a. Calculation of the Contract Value if there is a Decrease in Value of More than 10% In the event there is a fluctuation which results in a decrease in the Taxable Value for 2014 of more than 100 of the Taxable Value for 2013, the Contact Value for 2014 will be an amount equal to minus 10% (i.e., 900 of the Taxable Value for the immediately preceding year [2013]). In the event there is a fluctuation which results in a decrease in the Taxable Value for 2015 of more than 100 of the Contract Value for 2014, the Contact Value for 2015 will be an s.ida_oxbow 2014 -2016 Page 10 amount equal to minus 10% (i.e., 90% of the Contract Value for the immediately preceding year [2014]). In the event there is a fluctuation which results in a decrease in the Taxable Value for 2016 of more than 100 of the Contract Value for 2015, the Contact Value for 2016 will be an amount equal to minus 10% (i.e., 90% of the Contract Value for the immediately preceding year [2015]). b. Calculation of the Contract Value if there is an Increase in Value of More than 10% In the event there is a fluctuation which results in an increase in the Taxable Value for 2014 of more than 10% of the Taxable Value for 2013, the Contact Value for 2014 will be an amount equal to plus 10% (i.e., 110% of the Taxable Value for the immediately preceding year [2013]). In the event there is a fluctuation which results in an increase in the Taxable Value for 2015 of more than 10% of the Contract Value for 2014, the Contact Value for 2015 will be an amount equal to plus 10% (i.e., 110% of the Contract Value for the immediately preceding year [2014]). In the event there is a fluctuation which results in an increase in the Taxable Value for 2016 of more than 10% of the Contract Value for 2015, the Contact Value for 2016 will be an amount equal to plus 10% (i.e., 1100 of the Contract Value for the immediately preceding year [2014]). s.ida_oxbow 2014 -2016 Page 11 c. Chart The following chart further illustrates the treatment of various fluctuations: Subject to Contract Contract City Tax Value Value Contract Property Year Taxable Value % Change % Limitation Value Applicable %* Tax Rate 2013 100.00 N/A N/A 100.00 N/A N/A 2014 80.00 -20% -10% 90.00 80% 72.00 2015 80.00 -11% -10% 81.00 80% 64.80 2016 110.00 36% 10% 89.10 80% 71.28 2017 ** 110.00 23% 10% 98.01 80% 78.41 2018 ** 90.00 -8% 0% 90.00 80% 72.00 * Subject to potential reduction for performance based incentives under Section 7. ** Assumes this Agreement is extended under Section 30. Section 5. Port Arthur Local Business Enterprise Program The City recognizes that proactive steps must be taken to help ensure that Port Arthur local business enterprises thrive and continue to benefit our community economically and socially. Therefore, the City created the Port Arthur Local Business Enterprise Program (the "PABE Program ") which is designed to promote spending with qualified Port Arthur local business enterprises (each an "LBE" as such term is defined below) by companies that have industrial district agreements with the City, as well as to increase the diversity of Port Arthur businesses from which such companies procure goods and services s.ida_oxbow 2014 -2016 Page 12 so that the pool of such businesses is representative of the business community at large. The Property Owner agrees to participate in the PABE Program. As used herein, "LBE" means a Port Arthur business (including, but not limited to, a Port Arthur minority and /or women owned business enterprise ( "MWBE "), a Port Arthur historically underutilized business ( "HUB "), and a Port Arthur disadvantaged business enterprise ( "DBE ")) that has been certified as a LBE under the procedures and criteria specified in the PABE Program as determined by the City Council of the City, but such term shall not include any Port Arthur business that has ceased to be so certified. The City and the Property Owner agree, in conjunction with other companies that have entered into industrial district agreements with the City, to set up an advisory board to implement the goals and objectives for the PABE program. The advisory board will meet as needed and will be facilitated by an outside source (Lamar State College of Port Arthur or other mutually agreeable party) (referred to herein as the "PABE Facilitator "). The PABE Facilitator will be paid a stipend which shall be prorated equally among the parties to the industrial district agreements, and the Property Owner agrees to pay its prorated share of such stipend, provided that the s.ida_oxbow 2014 -2016 Page 13 Property Owner's prorated share of such stipend shall not exceed $250.00 per year. Notwithstanding anything contained in this Agreement to the contrary, the Property Owner shall in no event be obligated under any provision of this Agreement (i) to amend or otherwise change, or attempt to amend or otherwise change, any agreement to which the Property Owner is a party as of the date hereof, or (ii) to hire or retain any person, or to award any contract for materials, supplies, equipment or services to any vendor, supplier, professional, contractor or subcontractor, unless, in the Property Owner's sole discretion, (A) such person is qualified, is willing to perform the work, and satisfies all of the Property Owner's normal standards for employment, and (B) such vendor, supplier, professional, contractor or subcontractor is qualified, financially sound, has an adequate safety record, is willing to perform the work, or provide the materials or services, in the time required and in a competitive manner, and is the lowest qualified responsive bidder who meets all the applicable bid specifications. The Property Owner agrees that it will participate in the PABE Program during the term of this Agreement and strongly consider the use of certified Port Arthur businesses to facilitate the goals of the PABE Program. The terms and s.ida_oxbow 2014 -2016 Page 14 conditions of the PABE Program are delineated on the City's official website. The Property Owner, together with the City's staff, will also participate in a Quarterly Employment Roundtable Program facilitated by the City. The goal of the Quarterly Employment Roundtable Program is to address employment and training issues that are essential to the hiring of Port Arthur residents as employees of the Property Owner and it's Nested Contractors (as hereinafter defined). The Quarterly Employment Roundtable Program will also address issues related to improving the workforce within the City to meet the needs of industry. As used herein, the term "Nested Contractor" means an employer that regularly operates full time at the Affected Area providing personnel or services under contract with the Property Owner. Section 6. Reporting Requirements (a) For each of the Tax Years 2014 through 2016 (and, if this Agreement is extended under Section 30, each of the Tax Years 2017 and 2018), the Property Owner agrees to submit on a semi - annual basis a report (each, a "Report ") in accordance with the procedures, and providing the information specified, herein with respect to the hiring of qualified Port Arthur residents by s.ida_oxbow 2014 -2016 Page 15 the Property Owner and its Nested Contractors, and the retention of LBE's by the Property Owner, as the same relate to the Affected Area. (b) The Report due for the six -month period ending on June 30 of each of such Tax Years shall be submitted on or before the July 31 immediately following the end of such six -month period, and the Report due for the six -month period ending on December 31st of each of such Tax Years shall be submitted on or before the January 31 immediately following the end of such six -month period; provided, however, that upon the written request of the Property Owner, the deadline for submitting a Report shall be extended for thirty (30) days. The six -month period covered by any Report is referred to herein as the "Report Period." (c) The Reports shall be sent to the Office of the City Manager and copied to the City Attorney substantially in the format delineated in Exhibit "B ". Each of the Reports will be reviewed for compliance by the City or its representative as to the following: (i) With respect to the hiring of qualified Port Arthur residents by the Property Owner at the Facility, such Report shall set forth the following information for the Report Period covered by such Report: s.ida_oxbow 2014 -2016 Page 16 (A) Total number of employees employed by the Property Owner at the Facility on the last day of such Report Period who were Port Arthur residents on such date; (B) Total number of employees employed by the Property Owner at the Facility on the last day of such Report Period; (C) Total number of new hires employed by the Property Owner at the Facility during such Report Period who were Port Arthur residents on their first day of employment with the Property Owner; (D) Total number of new hires employed by the Property Owner at the Facility during such Report Period; and (E) Total number of applicants completing the interview process for employment with the Property Owner at the Facility during such Report Period. (ii) With respect to the hiring of qualified Port Arthur residents by the Property Owner's Nested Contractors for projects at the Facility, the Property Owner will use commercially reasonable efforts to obtain the information set forth below for inclusion in such Report for the Report Period covered thereby: (A) Total number of employees employed by the Property Owner's Nested Contractors for projects at the Facility on the last day of such Report Period who were Port Arthur residents on such date; (B) Total number of employees employed by the Property Owner's Nested Contractors for projects at the Facility on the last day of such Report Period; s.ida_oxbow 2014 -2016 Page 17 (0) Total number of new hires employed by the Property Owner's Nested Contractors for projects at the Facility during such Report Period who were Port Arthur residents on their first day of employment with the Property Owner's Nested Contractors; (D) Total number of new hires employed by the Property Owner's Nested Contractors for projects at the Facility during such Report Period; and (E) Total number of applicants completing the interview process for employment with Property Owner's Nested Contractors for projects at the Facility during such Report Period. (iii) With respect to the retention of "Designated LBE's" (as defined in Section 7(e)), such Report shall set forth the following information for the Report Period covered by such Report: (A) Total number of Designated LBE's that: (i) were on the approved vendor list of the Property Owner at any time during such Report Period, and /or (ii) were invited by the Property Owner during such Report Period to bid on contracts for goods and /or services; (B) Total number and dollar amount of contracts awarded by the Property Owner during such Report Period for goods and /or services that the Property Owner determines could have potentially been obtained from Designated LBE's; and (0) Total number and dollar amount of the contracts described in Section 6(c)(iii)(B) immediately above that were awarded to Designated LBE's during such Report Period. s.ida_oxbow 2014 -2016 Page 18 (d) The information provided by the Property Owner to the City in any Report shall be held confidential by the City to the fullest extent permitted under applicable law. If the City receives a request for such information, the City will notify the Property Owner, and the Property Owner will be afforded an opportunity to file a brief with the Texas Attorney General setting forth the reasons for exclusion of all or any portion of such information from the requirement to be released pursuant to the Texas Public Information Act. Section 7. Performance Based Incentives for Discounts as an Economic Incentive Program pursuant to Chapter 380 of the Texas Local Government Code In General (a) The calculation of the In Lieu of Payment under Sections 3 and 4 is based in part upon the application of a percentage equal to eighty percent (800) (the "Discounted Rate "). For any Tax Year during the term of this Agreement, the Discounted Rate may be reduced as provided in this Section 7 upon verification and approval by the governing body of the City that one or more of the performance -based milestones described in this Section 7 were reached for the Report Period or Report Periods covered by the Report or Reports applicable for such Tax Year as designated below (such period or periods for any Tax s.ida_oxbow 2014 -2016 Page 19 Year being referred to herein as the "Milestone Period" as designated below): Tax Report Period or Report Periods Year Ending on the following: Milestone Period 2014 June 30, 2014 01/01/2014 - 06/30/2014 2015 December 31, 2014, and June 30, 2015 07/01/2014 - 06/30/2015 2016 December 31, 2015, and June 30, 2016 07/01/2015 - 06/30/2016 2017* December 31, 2016, and June 30, 2017 07/01/2016 - 06/30/2017 2018* December 31, 2017, and June 30, 2018 07/01/2017 - 06/30/2018 * If this Agreement is extended under Section 30. Hiring Milestones (b) For purposes of this Agreement, the term "Report Period Hiring Percentage" means, for any Report Period during the term of this Agreement, a percentage equal to the quotient determined by dividing (X) by (Y) where: (X) = an amount equal to the sum of: (i) the total number of employees employed by the Property Owner at the Facility on the last day of such Report Period who were Port Arthur residents on such date; plus (ii) the total number of employees employed by the Property Owner's Nested Contractors for projects at the Facility on the last day of such Report Period who were Port Arthur residents on such date; and (Y) = an amount equal to the sum of: (i) the total number of employees employed by the Property Owner at the Facility on the last day of such Report Period; plus (ii) the total number of employees employed by the Property Owner's Nested Contractors for s.ida_oxbow 2014 -2016 Page 20 projects at the Facility on the last day of such Report Period. (c) For purposes of this Agreement, the term "Milestone Hiring Percentage" means: (i) for the Milestone Period applicable to the Tax Year 2014, the Report Period Hiring Percentage for the Report Period ending June 30, 2014; and (ii) for the Milestone Period applicable to any of the Tax Years 2015, 2016, 2017 and 2018, the sum of the Report Period Hiring Percentages for the Report Periods included in such Milestone Period divided by two (2). (d) Upon verification and approval by the governing body of the City that one of the Hiring Milestones (as hereinafter defined) was reached for the Milestone Period applicable to a Tax Year, the Discounted Rate for such Tax Year shall be reduced by up to five (5) percentage points (50) based upon the following schedule (the "Hiring Milestones "): Milestone Hiring Percentage Point Percentage for the Reduction* Milestone Period applicable to such Tax Year 10 % -20% 2% 21%-35% 3% 36 % -49% 4% 50% or greater 5% *For example, a percentage point reduction of 2% reduces the Discounted Rate to 78% (i.e., 80% minus 2% = 78%). s.ida_oxbow 2014 -2016 Page 21 LBE Milestones (e) Prior to the first day of each Report Period, the City shall cause the PABE Facilitator to provide the Property Owner with a list of certain LBE's for such Report Period selected and compiled by the PABE Facilitator in accordance with the next sentence (such LBE's for any such Report Period being referred to herein as the "Designated LBE's"). In preparing the list of the Designated LBE's for any Report Period, the City shall cause the PABE Facilitator: (i) to categorize the LBE's on such list as either commercial, industrial, or both commercial and industrial; (ii) in the case of LBE's categorized as commercial, to only include LBE's that specialize in retail trade, service, professional, office or similar goods and /or services that can be utilized by the Property Owner at the Facility; and (iii) in the case of LBE's categorized as industrial, to only include LBE's whose primary business activity is classified under the North American Industry Classification System (NAICS) to an industry that provides goods and /or services that can be utilized by the Property Owner at the Facility. (f) For purposes of this Agreement, the term "Report Period LBE Percentage" means, for any Report Period during the term of this Agreement, a percentage equal to the quotient determined by dividing (X) by (Y) where: s.ida_oxbow 2014 -2016 Page 22 (X) = an amount equal to the total number of Designated LBE's for such Report Period that: (i) were on the approved vendor list of the Property Owner at any time during such Report Period, and /or (ii) were invited by the Property Owner during such Report Period to bid on contracts for goods and /or services; and (Y) = an amount equal to the total number of Designated LBE's on the list of Designated LBE's provided by the PABE Facilitator to the Property Owner for such Report Period under Section 7(e). (g) For purposes of this Agreement, the term "Milestone LBE Percentage" means: (i) for the Milestone Period applicable to the Tax Year 2014, the Report Period LBE Percentage for the Report Period ending June 30, 2014; and (ii) for the Milestone Period applicable to any of the Tax Years 2015, 2016, 2017 and 2018, the sum of the Report Period LBE Percentages for the Report Periods included in such Milestone Period divided by two (2) . (h) Upon verification and approval by the governing body of the City that one of the LBE Milestones (as hereinafter defined) was reached for the Milestone Period applicable to a Tax Year, the Discounted Rate for such Tax Year shall be reduced by up to five (5) percentage points (5%) based upon the following schedule (the "LBE Milestones "): s.ida_oxbow 2014 -2016 Page 23 Milestone LBE Percentage Percentage Point for the Milestone Period Reduction* applicable to such Tax Year 10 % -20% 2% 21 % -35% 3% 36 % -49% 4% 50% or greater 5% *For example, a percentage point reduction of 2% reduces the Discounted Rate to 78% (i.e., 80% minus 2% = 78 %). Notifications (i) For each Tax Year during the term of this Agreement, the City will verify the Report or Reports (as applicable) submitted by the Property Owner for the Report Period or Report Periods (as applicable) included in the Milestone Period applicable to such Tax Year. If for any such Tax Year the City determines that such Report or Reports fail to substantially comply with the reporting obligations under Section 6, then the City shall provide the Property Owner with a written notice of the facts which the City believes have caused such Report or Reports to fail to substantially comply with such reporting obligations, and the Property Owner shall have thirty (30) days to cure such failure. If the City does not provide any such written notice with respect to the Report or the Reports for the Report Period or Report Periods included in a Milestone Period within ninety (90) days after the last day of such Milestone s.ida_oxbow 2014 -2016 Page 24 Period, then for purposes of this Agreement (including Section 30), such Report or Reports shall be deemed to be in substantial compliance with the reporting obligations under Section 6. On or before October 1 of each such Tax Year, the City shall notify the Property Owner whether it met any of the Hiring Milestones and LBE Milestones. The information compiled by the City in connection with any such verification shall be made available to the Property Owner upon request. Section 8. Back -up Fire and Police Assistance If requested orally or in writing by the Property Owner, the City's Fire Department may provide back -up Fire Suppression Support as determined by the City's Fire Chief, and the City's Police Department may assist in providing an evacuation route and traffic control, in the case of a fire or a chemical release at the Property Owner's facilities located in the Affected Area, at no cost or expense to the Property Owner. Nevertheless, the Property Owner agrees to abide by and shall take such precautions as to prevent (1) fires, explosions and chemical releases and (2) the imprudent discharge of storm water that contributes to flooding on adjacent property. The Property Owner shall have in place an evacuation plan for the Property Owner's facilities located in the Affected Area that is consistent with industry standards and /or is required by s.ida_oxbow 2014 -2016 Page 25 applicable federal and state laws, and the health and safety laws of the City of which the Companies have been notified by the City. The Property Owner shall employ or provide sufficient primary fire suppression response, as well as control and abate chemical releases. The Property Owner shall provide the City's Fire Chief and Police Chief with Emergency Response Plans for any plants, refineries, chemical operations or other hazardous operations that take place in the Affected Area. If there is a fire and the City is requested to provide initial and primary (as opposed to back -up) fire suppression services or if a cleanup is required of the City, the Property Owner agrees to pay to the City the costs and expenses incurred by the City and any of its departments or of any of its affiliated providers, i.e., ambulance companies that are called to the scene. The Property Owner shall immediately notify the central dispatch office which serves the City's Fire Chief, Police Chief, and the City's Emergency Management Coordinator of all incidents involving fires, serious injuries, deaths, chemical releases and flooding that create a health and safety hazard to the community or that exceed permissible exposure limits under applicable state or federal laws. s.ida_oxbow 2014 -2016 Page 26 Section 9. Annexation for Health, Safety and Welfare Reasons It is specifically stipulated that nothing in this Agreement will in any manner limit or restrict the authority of the City to annex all or part of said lands and facilities during the period of this Agreement if the City should determine that such annexation is reasonably necessary to promote and protect the general health, safety, and welfare of the persons residing within or adjacent to the City, provided however, that the City agrees that any annexation of the land in the Affected Area will not be made for revenue purposes only. Section 10. Annexation Due to Legislative Action Notwithstanding any other provision in this Agreement, the parties agree and consent that the City may annex the Affected Area if a bill is enacted by the Texas Legislature which limits or restricts the authority of the City to annex all or part of the land and improvements in the Affected Area. In the event of annexation under this Section 10 or Section 9, (i) the Property Owner will not be required to make further payments under this Agreement for any Tax Year commencing after annexation with respect to the property so annexed, but shall nevertheless be obligated to make full payments for the Tax Year during which such annexation becomes effective if the annexation becomes effective after January 1 st of such Tax Year, and (ii) the s.ida_oxbow 2014 -2016 Page 27 Property Owner shall not be required to pay ad valorem taxes to the City for the same period of time they have already paid an In Lieu of Payment with respect to the Affected Area. If for any reason the City is prevented from annexing the Affected Area and if the parties cannot reach an agreement on a new payment schedule or on a new "in lieu of tax" agreement, then unless the City has extended this Agreement under the circumstances described in the last sentence of this Section 10, the Property Owner agrees that it will continue to pay to the City the In Lieu of Payments delineated in this Agreement until December 31, 2016 (and, if this Agreement is extended under Section 30, until December 31, 2018), and will, for each Tax Year thereafter, otinue to annually pay the City an "in lieu of tax" payment equal to eighty percent (800) of the Taxable Value of the Property Owner's real and tangible personal property located in the Affected Area as determined by JCAD for such Tax Year multiplied by the City's property tax rate for such Tax Year for so long as the Property Owner or its assignees and successors or affiliates own such property. Payments will be due on October 15th of each year. In the event the City is prevented from annexing the Affected Area in the legislative circumstances described in the first sentence of this Section 10, then pursuant to Sections 42.044 and 212.172 Local Government Code, the Property Owner agrees and consents that the City has the s.ida_oxbow 2014 -2016 Page 28 option, in the City's sole discretion, to extend this Agreement and that the Property Owner will continue to annually pay the City "in lieu of tax" payments at the eighty (80%) rate, as denoted above, for successive periods, for a total duration not to exceed 45 years, or the maximum period allowed by law, whichever is longer. Section 11. Electrical Usage The Property Owner will provide the City with information as to the Property Owner's electrical consumption at the Affected Area from Entergy or from any other electric utilities, transmission and distribution utility, municipally owned utility, electric cooperative, or from any other source, as well as all metering locations that service the Affected Area. The information provided by the Property Owner to the City regarding such electrical consumption and metering locations shall be held confidential by the City to the fullest extent permitted under applicable law. If the City receives a request for such information, the City will notify the Property Owner and the Property Owner will be afforded an opportunity to file a brief with the Texas Attorney General setting forth the reasons for exclusion of all or any portion of such information from the requirement to be released pursuant to the Texas Public Information Act. s.ida_oxbow 2014 -2016 Page 29 Section 12. Right to Annexation at the Expiration of this Agreement The parties agree that the City has the sole discretion, after October 1, 2016 (or, if this Agreement is extended under Section 30, after October 1, 2018), to annex the property in the Affected Area or to enter into negotiations with the Property Owner regarding an industrial district agreement covering periods after the expiration of this Agreement. If for any reason any portion of the Affected Area is annexed prior to December 31, 2016 (or, if this Agreement is extended under Section 30, prior to December 31, 2018), and as an economic incentive program as allowed under Chapter 380 of the Texas Local Government Code, the City will promptly remit to the Property Owner the portion of the property taxes paid to the City with respect to such annexed property that are in excess of the In Lieu of Payment that would have been paid to the City with respect to such annexed property if such annexation had not occurred. This partial remission of taxes (Chapter 380 Economic Incentive Program) will only be applicable until December 31, 2016 (or, if this Agreement is extended under Section 30, until December 31, 2018). s.ida_oxbow 2014 -2016 Page 30 Section 13. Right to Annexation pursuant to Chapter 43 of the Texas Local Government Code The City reserves the right to annex any tract or parcel with the minimum required adjacent area, as per Chapter 43 of the Texas Local Government Code, if any of such owners or lessees other than the Excluded Persons do not pay an In Lieu of Payment for its interest in such land, improvements, units, equipment, inventory, and all other property located in the Affected Area and pertaining to the Facility. Nothing contained herein shall be construed to prohibit or prevent the Property Owner from paying the other owners' or lessees' In Lieu of Payment required by this Agreement to prevent annexation by the City. If the City annexes a tract or tracts, such annexed tract or tracts shall be deleted from the description of the Affected Area set forth on Exhibit "A" for all purposes of this Agreement, and the total In Lieu of Payment will be reduced accordingly to accurately reflect such annexation. Section 14. Assignment If the Property Owner desires to assign all or a portion of this Agreement to any person, the Property Owner shall provide written notice of such assignment to the City and shall receive the written consent of the City Council, by a duly adopted Resolution, which will not be unreasonably withheld, delayed or conditioned. The Property Owner shall provide a description of s.ida_oxbow 2014 -2016 Page 31 the assignee and such other information as is reasonably requested by the City to indicate that the assignee will operate the Facility as a reasonably prudent operator, act as a good corporate citizen, and will fully abide by the terms of this Agreement. If the assignment is approved by the City Council, the Property Owner shall be relieved of its obligations under this Agreement to the extent that an assignee expressly assumes the Property Owner's obligations hereunder. Subject to the preceding, this Agreement shall inure to the benefit of and be binding upon the parties hereto and its respective successors and assigns. Section 15. Other Relief Granted It is agreed by the parties to this Agreement that the Property Owner and the City have the right to seek equitable relief, including specific performance of this Agreement. Section 16. Inspections The Property Owner shall allow a reasonable number of authorized employees and /or representatives of the City who have been designated and approved by the governing body of the City to have access to the Affected Area during the term of this Agreement to inspect the property and any improvements thereon to determine compliance with the terms and conditions of this Agreement. All such inspections will be made at mutually agreeable times and will only be conducted in such manner as s.ida_oxbow 2014 -2016 Page 32 complies with the Property Owner's safety and security standards and rules. All such inspections will be made with one or more representatives of the Property Owner. The Property Owner may require any person conducting such an inspection to execute a confidentiality agreement before entering the Affected Area. The information provided by the Property Owner to the City or otherwise obtained by the City in connection with any such inspection shall be held confidential by the City to the fullest extent permitted under applicable law. If the City receives a request for such information, the City will notify the Property Owner and the Property Owner will be afforded an opportunity to file a brief with the Texas Attorney General setting forth the reasons for exclusion of all or any portion of such information from the requirement to be released pursuant to the Texas Public Information Act. Section 17. Port Arthur Industrial Group The Property Owner agrees that it will participate in the Port Arthur Industrial Group during the term of this Agreement and for so long as the Port Arthur Industrial Group is a viable organization in order to assist in the establishment of apprenticeship, internship, mentoring and /or educational programs and projects for the training of Port Arthur residents for permanent jobs in the Port Arthur area. The Property Owner further agrees to request and encourage its Nested Contractors s.ida_oxbow 2014 -2016 Page 33 to establish and fund their own apprenticeship, internship, mentorship and /or education programs and projects for the training of Port Arthur residents for permanent jobs in the Port Arthur area. Section 18. Inspection of Records The City reserves the right to review the Property Owner's records to ascertain the accuracy of reports filed by the Property Owner in accordance with this Agreement. Section 19. Undocumented Workers The Property Owner certifies that it has not, and will not, knowingly employ an "undocumented worker," which means an individual who, at the time of employment, is not (i) lawfully admitted for permanent residence to the United States, (ii) a temporary resident lawfully permitted to be employed in the United States or (iii) or authorized under law to be employed in that manner in the United States. The Property Owner acknowledges that it has reviewed Chapter 2264, Texas Government Code, and hereby affirmatively agrees to repay the amount of any incentive with interest at the rate of ten percent (10a) per annum, not later than the 120 day after the date the City notifies the Property Owner of a violation. The Property Owner acknowledges the City may bring a civil action as to recover any amounts owed under this Chapter, and further acknowledges that the City may recover court costs and reasonable attorney's fees s.ida_oxbow 2014 -2016 Page 34 incurred in bringing an action under Section 2264.101, Texas Government Code. The Property Owner will also promptly report to the City any "undocumented worker" that is improperly retained by its contractors or subcontractors at the Facility. Section 20. Property Tax Information, Credits and Refunds With respect to the land, improvements, units, equipment and all other property located in the Affected Area for each of the Tax Years 2014 through 2016 (and, if this Agreement is extended under Section 30, for each of the Tax Years 2017 and 2018), the Property Owner will, to the extent such property has not been annexed by the City, provide to the Director of Finance of the City, at the address specified in Section 28, no later than September 15 of such Tax Year, a copy of the non - privileged /non- confidential rendition which the Property Owner filed with the Jefferson County Appraisal District. The Property Owner shall also provide the following to the Director of Finance of the City at such address with respect to such Tax Years: • each notice of appraised value received by the Property Owner from the Jefferson County Appraisal District with respect to such property; • any notice of protest filed by the Property Owner with the Jefferson County Appraisal Review Board ( "ARB ") with respect to such property within thirty (30) days after such filing; s.ida_oxbow 2014 -2016 Page 35 • any informal settlement or final ARB order determining protest with respect to such property; • any pleadings filed by the Property Owner as a petition for review of an order determining protest of the ARB with respect to such property; and • any settlement, final judgment or other final disposition on appeal or otherwise of any such lawsuit. Pending final determination of any tax protest filed by the Property Owner with the ARB, or appeal thereof, with respect to any Tax Year during the term of this Agreement, the Property Owner shall pay to the City, on or before October 15 of such Tax Year, an amount equal to the In Lieu of Payment paid to the City for the immediately preceding Tax Year. Upon the final determination of such protest or appeal thereof, the Property Owner's In Lieu of Payment liability hereunder for such Tax Year shall be calculated based on the Taxable Value for such Tax Year that reflects such final determination. If the In Lieu of Payment so calculated for such Tax Year exceeds the In Lieu of Payment previously paid by the Property Owner for such Tax Year, then the City shall submit to the Property Owner a statement setting forth the calculation of such excess, and the Property Owner shall pay the amount of such excess, without interest or penalty, to the City within thirty (30) days after the Property Owner's receipt of such statement. If the In Lieu of Payment so s.ida_oxbow 2014 -2016 Page 36 calculated for such Tax Year is less than the In Lieu of Payment previously paid by the Property Owner for such Tax Year, then the City shall credit dollar - for - dollar toward future In Lieu of Payments the difference between the amount actually paid hereunder and the amount for which the Property Owner is determined to be liable, without interest, it being understood and agreed that to the extent there are insufficient future In Lieu of Payments under this Agreement against which to credit such difference, the remaining balance of such difference shall be carried forward and credited dollar - for - dollar against any in lieu of tax payments and other amounts due to the City under any industrial district agreement between the Property Owner and the City covering a period or periods after the expiration of this Agreement until utilized in full. Section 21. Notice of Default Notwithstanding anything to the contrary contained in this Agreement, in the event of any breach by the Property Owner of any of the terms or conditions of this Agreement, the City shall give the Property Owner not less than five (5) business days' written notice, specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. Thereafter, the Property Owner will be afforded a reasonable time (but in no event less than 60 days) within which to cure the alleged default. Nevertheless, time is of the s.ida_oxbow 2014 -2016 Page 37 essence on the payment schedule for the In Lieu of Payments on October 15 of each year. If the Property Owner does not pay the In Lieu of Payment on October 15 of each year, the City can immediately commence annexation proceedings and sue for all damages provided for herein. In the case of litigation for breach of this Agreement and to encourage timely payments, the City can seek 1000 of all monies that the City would have received from the Property Owner if it been within the corporate limits, which include 1000 of all taxes, building permit fees, sales or use taxes, and all franchise fees on cable and electrical usage, interest and penalty thereon, attorney's fees, and court costs. Section 22. Entire Agreement This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior understandings or oral or written agreements between the parties respecting such subject matter, except as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. Section 23. Severability If any term or provision in this Agreement, or the application thereof to any person or circumstance, shall to any extent be held to be invalid or unenforceable by a court of s.ida_oxbow 2014 -2016 Page 38 competent jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Agreement or the application thereof, which can be given effect without the invalid or unenforceable provision or application, and the parties agree that the provisions of this Agreement are and shall be severable; provided however, that for the avoidance of doubt, payment of the In Lieu of Payments, the provisions of Section 1(a) of this Agreement, and the confidentiality provisions of this Agreement are essential parts of this Agreement. Section 24. Remedies Cumulative Except as otherwise expressly provided herein, all rights, privileges, and remedies afforded the parties by this Agreement shall be deemed cumulative and not exclusive, and the exercise of any or more of such remedies shall not be deemed to be a waiver of any other right, remedy, or privilege provided for herein or available at law or in equity. Section 25. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is to be performed in Jefferson County, Texas. s.ida_oxbow 2014 -2016 Page 39 Section 26. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together, shall constitute but one and the same instrument. Section 27. Authority By acceptance of this Agreement and /or benefits conferred hereunder, the Property Owner represents and warrants that its undersigned agent has complete and unrestricted authority to enter into this Agreement and to obligate and bind the Property Owner to all of the terms, covenants and conditions contained herein. Section 28. Notice Any notice provided in connection with this Agreement shall be given in writing to the parties hereto by certified mail, return receipt requested, addressed as follows: TO CITY: TO PROPERTY OWNER: City Manager Plant Manager City of Port Arthur OXBOW CALCINING LLC 444 4 th St. 3901 Coke Dock Road Port Arthur, TX 77640 Port Arthur, Texas 77641 Telephone: 409 - 983 -8458 WITH A COPY TO: WITH A COPY TO: City Attorney Oxbow Calcining LLC CITY OF PORT ARTHUR 1601 Forum Place, Suite 1400 444 4 th St. West Palm Beach, FL 33401 Port Arthur, TX 77640 Attn.: Legal Department (409) 983 -8126 Telephone: 561- 697 -4300 (409) 983 -8124 Facsimile: 561- 640 -8812 s.ida_oxbow 2014 -2016 Page 40 Section 29. Cancellation If the Property Owner permanently ceases operation of the Facility during the term of this Agreement, then the Property Owner shall have the right, at is sole option, to cancel this Agreement with ninety (90) days written notice in which case the Property Owner shall be relieved of all its obligations under this Agreement, except as to payment of the In Lieu of Payment for the year of such cancellation. Section 30. Term This Agreement is effective the 1st day of January, 2014, and shall expire on the 31 day of December, 2016; provided, however, that this Agreement may be extended until December 31, 2018 (thereby extending this Agreement to cover the Tax Years 2017 and 2018) at the City's option if the City determines there has been improvement in the hiring of Port Arthur residents, and the contracting opportunities afforded Port Arthur businesses, by the Property Owner and its Nested Contractors. The City's option shall be exercised by the City giving written notice of such exercise and extension to the Property Owner before December 31, 2016. In addition to the foregoing, this Agreement may be extended by the City as delineated in Section 10. s.ida_oxbow 2014 -2016 Page 41 Section 31. Favored Nations If after the date this Agreement is signed by the Property Owner and while this Agreement is in effect, the City enters into a new agreement with any other person with respect to an existing facility on land in an industrial district, and such new agreement contains terms and provisions more favorable to such person than those in this Agreement, then the Property Owner shall have the right to amend this Agreement, and the City agrees to amend this Agreement, to embrace such more favorable terms of such agreement. This provision does not apply to agreements related to expansions or new projects or to any automatic renewal or extension of an existing agreement on substantially the same terms and conditions. [SIGNATURE PAGES FOLLOW] s.ida_oxbow 2014 -2016 Page 42 SIGNED AND AGREED to on the day of 20134. OXBOW CALCINING, L.L.C. BY: NAME: TITLE: ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF JEFFERSON § BEFORE ME, the undersigned Notary Public, on this day personally appeared known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of Oxbow Calcining, Inc. for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of , A.D., 2014. NOTARY PUBLIC, STATE OF TEXAS s.ida_oxbow 2014 -2016 Page 43 SIGNED AND AGREED to on the day of , 2014. CITY OF PORT ARTHUR, TEXAS BY: John A. Comeaux, P.E., Interim City Manager ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF JEFFERSON § BEFORE ME, the undersigned Notary Public, on this day personally appeared John A. Comeaux, Interim City Manager of the City of Port Arthur, known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Port Arthur, for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE day of , A.D., 2014. NOTARY PUBLIC, STATE OF TEXAS Approved as to form and substance: Valecia R. Tizeno, City Attorney s.ida_oxbow 2014 -2016 Page 44 Exhibit "A" Legal Description and Map Depiction of the Affected Area (Attached as the next pages of this Exhibit "A ") s.ida_oxbow 2014 -2016 Page 45 EXHIBIT "A" EXHIBIT "A" r oL the B.C. Arthur and W•H more or less out o 5 acres being the same a T axt n4 .u5 Survey in Jefferson fers, Texas; , ordinance e . a t ha t de cri ey in Jefferson county, Arthur certain lands fr 6 described in Exhibit " of the City c port Ar lusiontzial certain 1a.2 a annex, said ordinance providing landshaseanlundus of annexation and designating basin and a h] acre tract; said 9 4. 1 5 as of water in the Wdesc turning described by metes and bounds in tracts A, ac being ter more fully follows: TUACT "A" - 65.22 ACMES OF 1'laela point of intersection oe the mast waterline of the WE at the po projection of turning s frly project0`) turning g t o•of line of Dock Road, f r y P 1 wide North right-of-way line Jefferson County road: right-of-way line the North rig to line of t' saiTHENCE in a Northeasterly direction along the right more or less, to a point 1n the said county road, road projected and along a t Warren Y th e county road, a distance a 2000 feet, more %.c.S. Southwesterly line of the property Company; line of said westerl direction along the westerly line more said les Warren Petroleum a North an y Lease, a distance of 502.4 warren Petroleum Com? Y to a point for corner: the Northerly line of said direction along eft, more o less, Warren in a le Company s Lease, a distance of 300 f Warren Petroleum Company said a point for corner: the westerly line of T}igNCn in a Northwesterly mp direction istance of es feet, more or a e d s, warren Petroleum Company Lease, a point tor corner: the Northerly line of said direction along 471 2 feet, more or le: THENCE in a Northeasterly Com yLease, a distance of warren Petroleum p oint being located on the northeast corner of said to a point, said P point for corner: Warren Petroleum Company Lease, p fe t THENCE in a Northwesterly direction fora ra distance of 75 feeet, , m mar f less along the easterly boundary of Warren Petroloo eeum um Co pa Lea the to a point which is 25 feet Southeasterly Kansas City Southern main line: and Southeasterly direction ai westerly, and 25 feet South oz0smi following L n a Southwesterly ara11e1 to ain le along a a yne Which is P and around a curve of 11 deg. along 'feeler's Bayou, 26 min, to a point on the East sir main line, angle of 119 deg t S Wiu an basin Taylor's Bayou at the end of said curve:: . o the West turning along the west turning basin, a THENCE e a Southwesterly direction g basin, distance of basin for a total distance of 60( 25 feet to the waterline of'gaid Nest turning across the west turning basin; Corer or l East bank of said West turning to the Moore or less along the West waterline of saes direction long rightsof-way line of th THENCE in a Southeasterly on the Northerly Westerly- -way line said basin, rp tr turning county road projected in a � the herein described tract; said being and being further said being the POINT r r less, BEGINNING of o containing 40 acres of land, herein. Exhibit "A -l" attached hereto and incorporate Save and except those certain six( 1 Hated by C Port Arthur Ordinance No- 88-44 6 tracts of land designated as described by 44 as an Industrial District Zone, the following metes and bounds, to wit: p TR,1cT "o" _ 20.5 ACRES OF LA,W of the Warren corner number 5 of Tract "A Petroleum Company a p located es the Northeast petroleum Company Lease, as described in call above; e asterly line of Said :HENCE in a Southeasterly direction along the feet, more or less, warren Petroleum Company Lease, a distance a point for corner: the Northerly line of said a distance he or feet, more or less, Warren in a Northeasterly Company direction along warren Petroleum Company Lease, said a point tor corner; the easterly line of direction along he 4 s feet, line of s centerli o f the the aforementioned county d THENCE in ea Petroleum a Southeasterly ease a distance feet North 30 f feet, warren Petroleum Company oint� being 100 fee a paint for corner: said trued; t line parallel a l o and 100 THENCE in a Northeasterly direction along a distance l 1 8 a0 feet' North of the centerline of said county road' oint being5 100 100h feet 87 Southern south tracts basin more or lesss,. to o a a point t nor r corner dKansas City the centerline of the main tracts of the leading the West turning parallel to the tracts in a general THENCE along a line Kansas is yOSouthernomain line p a general of casterly of said to a point is on the Northeasterly F rune f Lease said point being the POINT acres of land, Westerly direction to a p o tainLng, titherh petroleum Company the h s said on Exhibit "A -1" attached f tract more or less and incorporated herein. TrtACT " - .43 AC0LS or tmo the B.C. Arthur Survey more or less out of that described in Jefferson . Cores of land, n 3 acre tract being 6t said Exhib t " he City of Port Arthur Ordinance County, Texas: said from said ti "A" of the No. .43 o x d ibit The aforesaid providing for the exclusion of certain lands to -tit: ordinance P „ e. follows and designation such r ands h e lasuTractl zon acres of land is described herein waterline of the at the point of intersection of Westerly of the right-of-way line cf Coke Dock Road, Commencing Taylor's Bayou with the West ly (a0' ) wide sef f he c turning basin of County road; ht-of"��ay l�r y direction right-of-way of projected and along the South right-of-way THENCE in a Northeasterl tion along the South or less, to the POINT OF said county road county road, a distance of 420 described tract; BEGINNING of the hereinafter direction along the South f rly dire county a road, a distance o1 less, to a point f THENCE continuing in a Northeaste right-of-way line of said LortY'or corner. more or , more of feet, a distance of 125 feet, THENCE in a Southeasterly direction, less, to a point for corner: parallel to and 1 direction, along a line p road, a di 1 THENCE in a the South right-of-Way line of said county to a point for corner: 1 0t feet, more south 5, o a 125 feet to a po 150 feet, more or less, direction, a distance of 125 fee BEGINNING of mo THENCE in a Northwesterly fsa d road and the POINT Of of land, the Sou described h ° ( t ra c t ; saidytracto containing "•4 a s of hereto herein dbeng further described less, and being incorporated herein. • SITE • : . r ,, art o f and a p• acre 'tract as described in ale+; aGrecr�ent Oeine 3,5170 acres of land. more or less, out of Corporation that Rice C 90.9 t Co Il, attion from Ricc Carden Coh U. C. Ar ;Nndrbhe land Seine situated in the U. G) tracts of said si`� � ollorlsr bt,rvcy, Jeffullyndescribcd and bounds 05 f b•�ir�G more fully • TttAC•f t1� • 1- %uif Oil bras disle•set in concrete banclgGa).fth s om m ncpno era pa.e 76 of the Aced QU Corporatio n property ; a ( between in iC Volume 219. a ;, 1 11 e Oil Corporation :t:, n Cou , cr,as; said disIt icetnftom the iol 1 ecord. of sec. Co1uc istance of,2. we min. h sec. yc.�. Pcxas► Y es. race 192 of thlnDeed Records Y of Jefferson in a ar 112. Pare 142 of t 12 min. . 23 ace. West, for a distance of 1.29 Liar 1' South to th Point of DeGxn�tine of the 1..9745. acre 1.291.7 of land here in described' • parallel to anal 75 TlO=HCE, South 5) dec. 0) tnin• ItO sec. East, boundary of the ►iarrcn Petroleum Comp:+ feet from the is ahc feet to it point for corner: lease, for a distance of 000.57 asallcl to and 00 �' South )1 der. 10 min. 00 scc. %•lest P T:U.tII: rlestorly bolandtirY of the Wzter ert Pe ) for corner co P" feet from the 279.06 feet to a• point lease. for a distance 'of 274• h0 scc. Etst, alone .. ^�rd with •t•hc • TI(£cCE. South 5) de c. 0) my boundsry of the Warren Petroleum fence line of the Southerly f to a point for et TWICE.' South 3 • Comp:;nY lease, for a d is lance of 1Q 5 - �•n11e1 with the 1. deg.' 10 min. 00 see. hest, Y ; die O 1 .111 feat to f r1N111 _t to a p Sou ht of way line of the count road. for t• i1h1 r point for corner; said point also G o most Southerly corner of Tract .110. 1; Ito sec. treat, for a distance of • Tltl:IICC• . itoetl: 5) JeG• 0) min. feet to a point for corners • deg• mi.n. 20 sec T,a;t• for a �t:t:'t:ancr. n1 qfor corner' cc L o a Point f t to an d 1 } % „i, % , h0 scc. East, >>ara).lc.. tu+c c r the 5G U a dis '. feet from the Southerly orLCOt:�crTt act llo • 1 , for 50, 5!> ice's to a point • fXGLlbx N row.. .. • IIAC'1' 110. 1 ' . �,s p,rallcl to.nnd )0 . e r 10 m!n. 00 sec. of y e lg o.an of T eet f. North 31 d'r line of Tract No. 1. f feet from the easterly 152.00 Cect.to a point [or corner( T:tC:ICC, North 5) deg. 0) min. Ito sec. ucst..for a distancr, of 00.59 feet to a po int for corner( din Woe of TIICtICC. North 36 d.-,G. 56 min. 20 sec. fast, for a point for to and 50 170.00 feet to o p corner' .. parallel e, 0 n+in. 110 sec . West. p� o f the tt 5 . Tees from North fc dc�• } boundary to n rot f the Southerly +( 0•�5 feet fe lrom Co any lease, 'e for a distance of Petroleum Company for corner► . . • parallel to and )0 sec. East, i 'ClOi1 f north 31 zter• 1-0 mite • 00 for a distance of • Sect from the Lasterly.•line of 'tract No. 1. 299.15 foot to a point for corncrI. to and 30. Ito sec'. ►1cst, parallel do 0) min. 40 Mo. 1, for a distance of '[eL•ttf No 5) a' point also being on "the from the I.ta p + r.orner; said p 41 +e pice Cards common prOPcrty line of Gulf Oil 7 feet to. a P Corporation and co(nn+o Corporation; • the comet 1 min. East. a1.onr den Corp' Vane, North 6C dual o oration and 'the Rice Carden C r . property for o Gulf 0 C O. 0 feet to a point for a dt,tv of 1 ration. for til.on the common see, r a sa, G 1•roper North 66 clot;• 21 min. 00 �+, Carden con lire of co.': 011 Corporation and tile Rice Cs.rden Corp n a distance t' o: 25.79 fe et to the Point of ne for a res • more or less. • • 1.9 295 acres of t ni. mpACa T NQ Z 0.83. 2 i O • .x.49 • L. OR E 0• O . 1r • VFY Jam' • C• J! Commencing at the most Southerly Corner of Tract No. 1 as herein ', described; • along and With the Din' sec. West, 92.66 feet, P 53 deg for a distance of • so deg. 03 min. 40 5 th , North R Tract No- 1, Souths+esterly line o. for corner: distance of 0].OA f min. 7.0 sec. West f o r pa distance of the .04 f THENCE, a p South 16 deg. SG ame being the po to a point tor corner; Last for a distance of 30.00 fe acre tract eE.land herein described; THENCE, South 53 deg. 03 min. 40 sec• Vest for a distance of 41.01 fe paint for corner; South 36 deg. 56 min- 20 sec. to the Southwest corner of THENCE, S point also being Co a point -for corner: said P Gulf States Utilities Sub - Station; along the southern boundz 40 sec. East, 20 25 feet to a point foe l THENCE, of s outh u te 03 mfo of a Gulf States for a distance of corner co n e r: said Sub -station, the Southeast corner; said point also being Utilities Sub Last, along and With said d� 56 min. 20 sec. 6.70 feet to a point for core Sub-Station North 36 9 of 6. Sub- Station boundary, for a dista distance of 54.96 feet to the Southern bound 03 min. 40 sec. ,Cast, along a Dint fo for a P THENCE, South 53 deg. line of said Sub distance of 136' cornet; west, for a THENCE, South 31 deg. 40 min. AA sec. to a p Dint for corner; THENCE, North 53 West, for a distance of 47.12 deg• 0] min. 40 sec. to a point for corner: for a distance Of 0.15 f THENCE, South 36 deg. 56 min. 20 sec.S•test to a p Dint for corner; for a distance of 5,0 T1lENCE, North 53 deg. 01 min. 40 sec. West, point or 0.15 3 to a p for corner; sec. Last, for a distance THENCE. North 36 deg. 56 min. 20 Din distance of 55. to a P t for corner: n0 sec• nest, for a THL•NCC, North 53 deg. 03 min• to a point Cor corner; THENCE, South 35 deg. 56 min. 20 sec. Nest, for a distance of 0.75 Din 5.00 to a P t for cornet; sec. West, for a distance of THENCE, North '.i3 deg. 03 min. AO in 0.75 to a Pa t for corner; Last, for a distance o deg. 56 min. 20 sec. THENCE, North 36 to a point for corner; THENCE, North 53 deg. 03 min. 40 sec. West, for a distance of 5.27 to a point for corner: P Two Tract No. 2 THENCE, South 35 deg. 56 min. 20 sec. west, for a distance of 6.80 fee to a point for corner; 91 fe • THENCE, ,North 'S1 deg. 03 min. 40 sec. West, for a distance of 31. to a point tor corner: a distance of 6,80 fee THENCE, North 36 deg. 56 min. 20 sec. East, for • to a point for corner; for a distance of 36.00 fE THENCE, North.53 deg- 03 min. 40 sec. West, to a point for corner; for a distance of 70.00 £f THENCE, North 36 deg. 56 min. 20 sec. East, to a point for corner for a distance of 35.00 fl THENCE, North 53 deg. 03 min. 40 sec. West, to a point for corner; 00 f' THENCE, North 36 deg. 56 min. 20 sec. East, for a distance of 65.00 a point for corner; THENCE, North 53 deg. 03 min: 40 sec. Nest, for a distance of 35.0 to a point for corner; 75.00 f THENCE, North 36 deq. 56 min. 20 sec. Cast, tor a distance of to a point for corner: for a distance of 98.00 f 0 for acres of land, 8.0e c to the, South 51 deg. 07 man• c sec. .L 0, to the PoXNT OF BEGINNING and containing }.ens. • • • �rnncr t�0. caOnGCn 4F5'��� or ?.11 non s. 0 LIMO mone •Ln5 C;U11 �-- TIIE= � �ItLIt StlitVt:'( ' Ilo • 1 cis heroin • at t1,c most: Southerly corner o Tract Commencing �nrl with the • descriUedt Ito sec Nest, ..LonP.of 92.66 feet th ) deg. 0) min• distance t of Land here- •f)(LI Nor iifc of Tr) L for a dorc tr� •, C Ho• Southwesterly 11c inning of tltc 0.1211 _o the Point oC C a distance °f in dcscribcdl h0 sec. Nest, for dc�. 0) min. . 19111115. f1ettttosa point for cornort �t;v,cc of .b min. 20 sec. nest, for a dim Tll'0.7 South )6 d corner; - tv�cc of 170 .90 feet to a point for , cI i . T1{LtLC,E. South 5) 3cg• 0) min. 110 ccc• East, point for corner; tuncc of 0 1 - 1 5.'75 feet to a p � Vest. for a di:'• d c � • 56 min. 7.0 16,15 to .a p °' South 7 t f corner; X11 feet point West, for a distance of liVI UO 5ec, T}�NCE; Itorth 53 dc[;• 03 +nir• to a point for cornet-1 distance of 10.0 test 56.min. 20 sec, East• for a d•is `1 _,iC�. t ►oTth )G dcq cocncrt ' 96 su feet to a point for for a distance of Ti�tICS, Iloctt 57 deg. 0) utin• 1t0 see. West, 115.75 feet to a point for corner; a d i of G min. 20 sec, East, for T9Q..9O north )6 60G.. } t for s corner ;' . • a distance of •190..0 feet to p IIO scc .•fast, for C • South S3 deg. 0) lain. 20EHF15 feet to a poIn't for corncrl a distance of ticst, Col' c ontaining a istan1 acre South G min. 20 sec. �h'r.11CL'. Sou G� deg. 1p,0 Stet to the Point DC Beginning and co of lard more • • c ^ T RAC T 122. �'t O t1T OP TIO's 0.216i Acnes LAND, I.10RF OR 1,tSS, 1 011 7 F T. 2! --57—C: Afl'litJfl 5UIiYI T • Jt1 F1'Il i01 . • most Northerly corner of 'tract Ilo. 3.• na Cotnmcncing of the ' herein de sot ibed: w ith the 56 min. 20 see., ~lest' tanco o d with feet ToENCf•„ South I d, o• 5 for a di:• .7 hf line of 'fritict Ilo• 3� tract of 1, northwesterly of the 0.2365 acr to the Point of Dc�i ;inL�� described) seG 41cst', for a distance of h0 7 3 . )O C f e l et r to a)paint, for corner; 73.3 a distance of T}ILNCC, North )6 deg. 56 min• 20 scc. East'. 4+1 feet •to a point for cornet; distance of THENCE, north 53 dec. 0) min. AO sec. Yes t. for to a point for corner: c of S�,OG feet test for a distant 6 min. 20 scc. T5.50 South )6 dint f distance of 55 50 feet to a povnt for eocn;rt ,cc Ncst, for 1 di.'� . TVICItCf., North 5) deg 0) min. t0 . 1)2.00 feet to a point for corner: disltncc o[ 56 20 scc • East: for a ^}� IICi;. North )6 dcC• 5 -min. 10.80 feet to a point for corner., distance of 5 scc• West. for ' VOICE, North CC deg. O6 min. � 9.71 feet to a point for corner: th )6 der,•• 5) min• ltt sec• Last. for a distance of TIIEt•lC£. Nor ) 11.70 feet to a point for corner; distance of north 82 deg. 19 min• 14 scc. East, for a TII point 9.60 feet to a for corners 20 sec. fast, for a distance of T1lfHCt. North )t deg- 56 min. 29 35 feet to a point for corner; for a distance of THENCC. South 5) d,0) min • Ito sec. East, 197 feet to ,a point for corner; distance of 56 in In. 20 scc. 'test. for a Tlltil10 South aG oi. cot- corner; a distance of • 19th,.; Sect to p l,0 sec., Fast, for '►1tL•IICF;' South 5) dr.G: 0) ,n in. 60.)0 fcct to a poin.t for corner t• , • i TRACT 110 ACnCs or t.nttfl 15 - Oft l 0.12 --�" �'i 'ff1U1l SU RVF�Y t;FF li_Di COUi +f ( 1 • corner of Trae No• )] Beginning at the most Southerly , tar.ce of T1 ICL• , South 21 dec. 31 min. 12 sec . Gast, for a distance 24.135 feet .to a for corner] T1{CI {Cf„ South 36 deg. G min, 20 sec . VIe3t, for a distance of t 5 for corner: 129.00 feet to a P o = , 'f1t�..t•tCE, North 5) ecC• U) min. 1]0 scc. Hest, for a distance of 111.10 fact to a point for corner] 111(tICE. North )6 deg. 56 min. �0 ;cc. FuSL'. fcr'a distance of 1)2.00 feet to a point for corner' Gast, for a Ji�tanco of TilF.tl(;F,. North 41 point , lor n corncr;scc. 11:.1 feet to a t' 03 loin. , 0 sec. East. stance of • 11 for a distance acrd T South th d 10.00 feet to t1]c Point of Beginning and containing of land, more or less. • • . • TRACT �__ _t10. 6 • 4 ncntS_ 0f 1,MID. MORE OR LES OUT OF TJ2 o . D 6t it , nvveY , i i� 1 it . cou ll D �nnftt:� �� - ttcginnine at the most Southerly cornet of 'fCact tlo• ); 0) min. Is0 sec • Fs;t, for a,di-s'tance of • 1'IfL•;ICE. South 5) d o i :r,t ) for corner; 3.2D .70 acct to .a p di.!:tancc of TI VICE. South 3G deg. 56 min. 20 sec. West, for a •1.5.0 feet to a point.fot' corned • min. 110 sec. West, for a distance of 7'I�NCF„ north S3 point 0•.) fcr corner: 83.50 sect to a p distance of TI South )6 deg. 56 min. 20 sec, West,• for a 117.0 feet. to a point for corner: West. for ;t distance of 'I I(CIICE , South 41 de„ • • 5 o min. 20 soc• • • }9.10 feet to a point for corner: distance of TIUIICE, South 36 deg. 56 mild. 20 sec. Vest. for a dis 65.75 feet to a point for corners • �� distance of ' TI�IICE 03 min. . South 5} de g. 40 sec. Cast, for 9:.105 feet to a point for corned .. ,;Ilf1ICE, South 06 dog. 02,min• 20 sec East, for a distance of 14.61 Sect to a P • point for corner; Cast. for a distance of VOICE, South 5) dct,. 17 min • 5) +c c '13.5) feet to a point for corner: distance of • 1). 19 min. 07 sec. Last, for a dis :. . South OC deg.. t for corner; • . 7� feet to a P 1 19 min. 30 sec. tie,l, for a distance o Tll>rtICC. South 3 s ou :t for corner; • .).69 feet to a P West; for distance of TItF,ItCC. South 02 deg. Oil min. '41 sec. 1),27 feet to a p for corner% TIx1ICC , North 53 dee.. 2) min • lit sec. West. for a distance o f 14.11 feet to 0 point for corner: 'fltLtlCC. Ilorth 87 deg. 57 min. 50 'cc' West.. for + distance of 11.91 feet to a point for .cornett Ia0 :cc • Test, - for a distance of Tllf,lll:ti, {%pest., 5) deg., 07 min. 11).0 feet to a point for corner: - C • •,Tfin(1 East.. for a d� of . 56 rein. 20 sec .t: North }b deg ?1C. D int for. corner% 50.0 et to a p Ta;t, for a distance o • 0) min. 1%0 Se c TIUI south S) deg. 10.90 feet to a point .for corner% or a d l�t a ncc of deg. 56 m in. 20 sec• E t, f TI(Etl0fe. tto 36 po it corner% . p) 7o f.c for a c1i tanec of 0) t 5 p ) 1.6n• 110 sec. F.as 21.?) to a feet to Co r corner: a distance of 21..7 };ast, for T1QItCE. North }6 dcG• 56 min. 20 sec. c 0 feet t for a di:tnncc of 12�• et to a point for corner; 12 sec. 'Wes 0.261.4 acre tlorth 21 deC• t o fa�ocairnina and containk T1Q %tC�• t•to •thc•f'ois 2%f land• more or fee less. •of { • • ,. --•------. ._.—•—•—...-•-•------• .// 1.." . 4 .. . .. .00 l• / .." . " c %. / i.A-- . _ l'_'.... . . ..*:„/ ri- - -:-.1: - . ,.? - 1 (c4f „,0----,/ • 5 c'''''t. ........=:zuzi-.. . • ,4 . . .../ e oe, .1 htio. \ a. sorp 1 CO un . lit.- ----...• eA s t• ' . . . . PL.. . • ....------1:0 • .i ;' . t. • • • • . vreimirr .fit•IP . 1 • . • / . • • . . ... , . . .. . :.... .. .' . • cncir I, t.A.rs cAnccp, • . • NO I o" o. lsal ., . [....■.7..............—..-...- .. '. c ....__,(0rn.AIF,r.N,.o.S .• r Att xa...7 r ,,,,,..n.,,,...,. \ j , Pt:fn .. . . ... ' I* • - 7- • " .. ' \ • 0 ersj A • . . . L ................. j MACY' APO.; • '1 ti Ii. I ......-..................--•••-'- -------'--'-..---r--.....-...-..--.-.--■ . — . --..---....-......-....—.---...--......--................-. ----__:::::____--,._..-------------- ------------------c0"---gr--DOCK•110A0------1---- • , • . . - • • • , • .... • . . :.; . , . • co-( or PORT MI' • . F- -1ING °NIS •• _ . . . - . . co-cem r0.1174. (tic. •. rnAcEs ' ivi.pteti /Pl`fiCv . -----.--_---- ----- t xi.. tn:r. 13 1904 0-nr.. t . . • ..-......---. .... ........ .... • . . • . 1Z N. : O d c> o --. i • w 1 02 Z � u } Fr.-w • u , \ • • - \ \ J J fpr 11 'r. 0 ; - \ BAs• ' dd�F (7at! 4 d r pp :,or t d s • .',:: ' \ L •0 1 r - C Y U 1 "- uu aoV o o y J - r < a — a (6P " a S O 1. O 1.8\ � OQi 'N � :. e'LO y 0 .7 � � N O 0 , IJ iii a n � 2 IN W .. y ) 1.7 Z w �, m . a ,os :, R ;� o �ti • v I d tt ' a a: 1 a' d a 4 r c, I N T ''�" - -- --__. g ,i u^ d \l� • d s _ O N 6 ji ` t1 • d \ r L1 N . 0. 0.1 l n iNznl J-S3M \ .. l ATTACHMENT "A" Area of Land leased by Great Lakes Carbon from KCS Legal Description: 104.22 Acre Tract or Parcel of Land D. • rthur urvc Abstra • No • 1 John Bennet Sarin Abstract No. 70 W. 14. Thaxton Susvey.flbstract No. 831 Jefferson County. Texas BE NG a 104.22 •cre tract or .arcel • land situated in the B. • hur Surve Abs :ct •. I le so • s exas e •1 : ennet rvc • b .ct N. 70 J ffe on ou Te a an. the W. H. Thaxto Surve Abs .ct o. 8 l no ou t • a and als • befit: t •fa d art . 1 • t c rta' call 2 9 12 acre tract o 1 • d ide t • ed as 'and "C" a d cr'b • in a "S • eciai W; itt t ! eed • S. s 41 fie d stet to • ' e _ r•en C. •ore ion : e, ded in Volume ' Pare ' 5 r o Records e e • t • e Texas : d o be' : o t • and •a of that ai • .ed . 4 04 descried in a "S.ecial W: seed" fr• ''•n e W step Co •• do t• e e Re rve Li e As u • ce •. of O io as r or.ed ", Vo , 2 Pa a 253 Dee. ; •rds le' or of sun Te is : d a s • belly! all • that ert ,' 1 a e• 104.36 acre t .ct • f l. ed. identi , • : act • descr' .ed in e a "Mei •ra dun • a e" betwee Wes ern ; Lf As.urance Co •f 6 io s c s•r to • ce • Co • •r. tion as Le sot • d reat .. es ar. • Co •orati • as Le see es recorded ' i n Code o. 100 - ' 3 -154 Offi ial ' u •lie • • rds • f Real Pro. Jefferso, .un Texas said 04 2 ac e tract bein more particularly described as follows: • NOT . .11 .carin:s are b• d .n the .rthwesterl ri_ t -. -1 line • a 50 ..t road asenrent as d cribed ' Film de No. PI 48 975: • Octal Public ' ecords o • al Pr..er Jcie .n .unc Texa as • l Q 0 37 1 50 W.. . •s h.wn on r•vi.iIS survey prepared by Mark W. Whiteley. RPLS No. 3636. dated February 28, 1985. BEGINNIN t a 5 :" iro rod found for the ost •rther c. ••r • he tract he en de edtls as c • . e also • 1 • : the in ersec s • • f e • th stem ' • ht -. -wa inc .,e • as C' Com.an r•: t •f -wa eased on a wi• •f 121 e •_. d t c 0 westerl - of. -wa • •f a 50 f.o road • emeet a •escribcd in an "_: semen" •m Kat : i out e ' :i • o •an • Rice Carden C. ,oration = re • •e• in. ilm C•de o. • I • ;1758 Offi is 'u•lic Rec•r• -of R: 'roe Jefferson Countv. Texas; THENCE SO . 1° 7' 0" WEST alo : and wit e Nort we terl i:ht -o -w. line o tle said 0 fo. roam ._ e •n sr a d'stan if ; 7 eet to a It" iro• red ound for • to co er bei : a angle point in the said 50 foot road easement; TH CE SOU 31 °16 T o tinuin: a on: • • .'th the Northweste :ht -wa li • . the said 0 foot ro.d eas me t • a dis • cc o. 13...7' f- et . • 5/8" i o red found or o ,e a d corn e b iin _ th u • t • ter • Ile •f the oc u•ied lease area o he on Chemical of •an fo r Warren Petroleum Company lease area); • T ENC 1.00 eet outside • d •aratl CI to � chain en Petroleum a om•a�, area fo area acalls:f Che Ch rn'cal Come an former) th NCR 14 53 °4 ' " WE 'T fo ad' tance. 4 •.•7 feet to a 5/8 "' .1 r.• found or co e • SOUTH 31 °35'16" WEST, for a distance of 107. feet to a 5/81' iron rod found for comer; NORTH 53 WEST. for a distance of 358.47 feet to a 5/8" iron rod set for corner; • • SOU H ° •' 9" WEST or a distance of 40•.60 fe • /8'' ir' • d e • co r SOOT °0:'52" 6 • ST for a i to ce o •..30 to a 3/4" i • i rod • nd f•r corner SOU 1° 4'0•" WE T fo adi anceof 4.87 eet • a /8" iron od found o comer S• „ °I '13" 6 • for a ._t• ce of d53 . • feet to . 5t :" ' on od found fir co a a'd corner • • in 'n the N t wes e ri_ht•of - -wa line of e aid 50 foil road e. c env THE CE •UTH 310 728" E T Mon_ and with the Nothw steri ri_ht -of -wa • line of the said 0 foot read easement o a distance of 927. 9 feet to a 5 :" iro od ' asphalt found f. .mer• T _ NCE SO T 58 ° 40'45" EAST a .n_ and w'th the Southw• terl ri•ht- •f - -wa li e o t e said 5$ foil road ase e t f. a • istance of 24 98 eet to a /8' rod se fir cs e sa'd c•rncr • i : that certai :lied ' pint " " as de cri. d in e a• •v• reference. •i m od' • I *1-48-0 8 ri tcial P blic • ecords •f Real Pro er Jeffe .n Coun Texas a+ d als• bcin: an teri.r 11 c•iner of that certai called 11.4. :ere tract of and ',willed as r•et I :s . escribed 1 a ". • uorandui 'of Lease" between W s e Re rve Li .c • ssu .nce C. if 0 to successor t. ' ice- arde o •oratio, as sor and rea Lae Caro ot.orat'an as _ ssee as corded in Ft i C. •e No. 100 -' -1 4 Offtc'• Public Re ords of Real Property, Jefferson County. Texas _HE CE SO H 30 ° 33' 7" S o the b.- da be een the _• t erei de cibed nn the .id • ,c cat Lakes .rbo Co •' . tion ract 11 for a distance o • . • feet Q�ec: T .. •NC SO T, 3.1453 " WE T c• ti u• : fir the da betwee i t act to ein described an• he a'• 1 1 • • •cre G eat .ke :rb.i pro .lion act 1 1 f o r . _ e and 9e7ou r w t st a r •o ln t eof .rner a'd e bei , tie o caste ine o t oW pa r ct : •d tie nost Westerl c• e o the th said • l • s • 1 Western • eserve L'fe • ss : ice said 11.46 acre Great Lakes Carbon Corporation Tract 11; THE Ni ' H53 °03'SL" WE T Mon_ : wit, the o eas rl 'n oft e Wes : B. i and e Sou weste line of the aid . 4.0.1 Western Re erve _ 'fe Ass .nce Co. if • i• a t for a distance of 1645.54 feet to a point for corner; THEN E Wes n •es rve i Assurance t .n • + f •riot . t di e ce of 218.411 of .. 214.041 int for mot; THE C • ' TH 1+ °25'20" W _ ontin in! :1. and 't th o th ester i e of d a -i• 214.041 Western Reserve Life Assurance Co. of O�1 io tract, for a distance of 355.20 feet to a point for corner: THENCE NORTH 0$ °5 •" EAST continui _ alot: and with the Southwe to •ne o the said 2 4 141 Weste Res e ife • ssurance C.. of •hi• tra for a dist. ice • 42. • f t to a .oint fo corn • r: • TH N E for the bow.. • ween the ' . ct here n de ib d and ti . t certa" . I led .$3.224 a re tract o land 'den if' • : Tract 5 as c.nve ed b Chevron .S.A. o t: ' .r - n: aid arke in: Inc as re *reed ' : t Fr' hw • terl line o the 214.041 ords W stem l escrve t 'fee Texas • s urance C.. o•hi• he sam ben: t tract for the following calls: NORT 48° •'0." E • T for a dist. nce of 11' 4 feet to a •.int for o er• NORTH 69 °20'00" EAST, for a distance of 199.30 feet to a point for comer; • • , :0 °4: 0 ". EA T for : distance .1'79 $ f t t. a 1/2" ir.n rod bent ound for corner N • • , 6. • • :' T fir a di Lance of 206.10 feet t. a 5/8" iro rod f. d for corner N•• 61°17'51" EA T •r.dis. e •f20190 feet to a 1: "•.n •d o d or co, r• •R H 4" 9'53" EA T f• a .ista c• •f 198.10 feet to 5 /: "'ron rod d'stu bed fo ,d for comer; NI 7 ° EA T for distance • " 8 fee to . /8" iron •d found for o i r ORT 20°26' 3" F • T for a di tanc of .0.0 feet • 8" ir• od o i• • o ler: N • RT 5 °11'0 " EAST for a distance of 64.31 fee to a 5/8" . r. rod fou d fo come • THEN E al.n? with and :e sera 1 30.00 feet normal to centerline of a siu tra k fro n the Ka sa Cit Southe t •Iw: • main line to the reat kes Carbon loadin_ docks the f.l owi : ca Is: NOR H 18 °63' 2" EA for adistance of 92.08 e- tto - 1/2" it. rod .ent found for .mer OR 23 °4s' 4" EAS for adista eof 103. 7 fee t• a /:" iris od .undf. comer N•RTH 2" •4." _ • ST o a .i a c• of 103 90 feet to a railroad ai fou • for comer NORT •° 11 ' 4" EAST f. r a distance of 10 .• 8 feet to a 5 /:" i •n rod fo id for corner N •RTH 46°11'08" EAST f. a di tance of 1$ .79 eet to a railroad .1.1 o • a corner NORTH 53 °56'09" . • fo a di lance of 03.'8 eet to a 5/8" iro od fou d for co er• NOR , 6 ° 5'• :" EA T or a dis a c• of 4.20 feet to . 6" .nc:ete •ost sta teed "L" found for •rner said corn bei : 'n the Southeaster r' •ht -o.•wa line • e aid an as • Southern Railway Company rizht-of -way; E CE aI•n• with and :enerall 51.,0 eet nor al to t e ce terlin o e sa'• o as C Sou rn Raih • •m.an a' 'sea d .lo : • d with t .utheaster : -o -w. 1 of the sa'• , ansa i Southern Railway Company right- of -wav the folloWipg ca11s� SOU 4 86 °3 '51" EA T for :. is A e of 64.26 fe t to a /8" iron r. d toe t. for d for outer ORTH 8. °58'14" A T .. a distal e of 106 72 fe- to a 6" concre .os tam•ed "P_ " ou d for corner; N • • T 78°50'17" AS f. r • • istance of 107.40 feet to a 3/4" 'r. rod found or • er 0•TH7.° 7 s" AS fo a.distanceo 13 .1 feet to a 5 /8 "'on •• f.0 d for .s r H "N E • • T 72°31'10" • ST co tinuii alo, it and • ene a ' 1.00 feet nort a to e e centerli e o e aid a as C ou. ern • a'hva Coin an Da i'ne and alo t and with he S•uthe• terl i_ht -of -wa 1is .f t e aid Kai s. it outhem • :i wa Co , distance of 5 .13 fe- t to the POT. OF t EGINNI a d containin: 1422 acres more •r ess. • Attached hereto are • descriptions, drawings or maps, as to the portions of land leased by Port Arthur Steam. Energy LP-from Great Lakes Carbon. Belo • a • a . f that certain '3.9 acre tract . • escri • cd.in a lea e a • r ement fro t Rice arden Co rati t• Great Lakes Carbon LL rve •f at Lakes es Gu bon Co County ,ra s d h vein herein tatbclowhe 13. C. - cth r surve •and the W H , axty u described by metes and bounds as follows to wit: Tract No. e CO M$NCI G at a Gul Oil •r• s disk set in concrete •ei inthe • 76 v thee eed ce o d Car n • •oration and u f a'l Co •oration as de ribed Volm e 21' Jeffer o r • un exas said d's bein • sout 4 de . 13 i we t a • istane of ..4. feet • • a ulf Oilcan etem•nus e t ie eel 2 aa:e1 O •fthedeedrecordsofJe�essoyt5oun t••fexas:It1 0 a cou �asdescri•edinV u CE south 25 de . 47 'I east 300.00 eet • a _ o t • in or co HE CE south 1. de . 4 Ili . east 230. eet to an i on •'n for comer - E south 14 d _. 4 tnin. w _ t 64.0 feet to an 'ro • in fir corner T EN E south 0 de_ .. i . west 200. e t to an.iro tin or cortte • • er TH. NCE outh 37 de . 07 ini • West 20 0 feet an iron • in • r o er' THENCE outh 49 de!. . S THENCE so th 60 de:. 51 m'n. west 201.1 eet to an iron • in for comer T - C • so tl 66 dc:. 21 ni r . wet .75..6 feet to to Poi t of B :'n in THENCE south 3 de:. 0 t i..40 se . ea alon: of alt n arCorta 7 ) tase 3S ou hwesterl fro t a ence alon: the souther fcetto oin a pt for comer• THENCE r , t da t o Warre net oleum Com (Inc a ,yl i ease 2 feet o a •O int for c or er en a on: thew ster b • u an d with he fc ce line of. t e we tern T ENCE south 53 de.. 03 m'n. 40 sec. eas alon: bottndarY of Warren Petroleum Gorman se 502.55 feet w a ins for corner T3:ENCE south 3l deg. 1 4 feet to a l wit o nt for corner said bein: the most souther It corner he coup__ road s^ "th of said Itne 414.1 0 ofTrac Tract THE C orth 53 de . 031 M. 40 sec. west 92.66 feet • a •• int for co era t for co T ENCE north 36 + 6 it 21 sec. cast 40.00 feet tie 4 00 feet e from the souther) I t e THE CE south 5 de :. 03 in. 40 sec. east bein ofT ctNo. 1 58.56 feett a Dint fo c er' •arat el and 30.01 eet ensured •era nd'cular to the T ENCE north 1 d _. 8 rni .cast bein_ east rI • line of Tract No. t 52.88 feet to a oint for corner' in f 4r comer T CE north 53 • de.. mil. 20 ec. east 1 74.59 feet 70.00 feet a • nt for comer T ENCE no ' + arallel an' 50.10 feet from the fence line of THENCE to h 5 de-. 0 i . 40 sec. west bein _ the Warren • err • leum Com• an. weste t bounds 444.75 feet to a point for cot r • T ENCE non' 31 de_. 18 min. east bein _ wallet and 0.00 feet fro .n . ter) line of Tract N l 29 t 5 f e a Dint for corner THEN E north 53 de:. 13 mi . 40 sec. west non bein: ,aranlc l a an oin0t for feet from t to norther' rite Tract No. 1 94.5: f et to the Gulf Oil o }{ • E no 80 dc:. 51 mi ast• 12,22 feet alon_ said Gulf Oil r • •ert tine to an iron +in or NENC orth .6 • .. 21 min. cas' 24.34 fcct aton aid Gulf O'I ro•e line to the +ointof be inn. + containin 1 897 acres more or less. -.x•+ .i :wYti:' : ;.� ?.. - ;:: = � i . �' . :' ^ v y 'y y':V�:i;R,o.,. „gym' e';fi'V^f :1 �;r;iw'�:a» ' �v =.r�.1 r.�LaF::.•) }" ...n= �3. <.c "" :,;� i, J }r 1 S j : in 41Fy� a +i .� ,v >'� ,dt �7i!A'L { f .��'� "!•: r) �i:'� t�"i~�:.` 1 ?� 1C� +ri7�.� : Y , �,�g '3�'�i � � ,r �. e�� � r._rtt�••�•,irv;�;. �yler ' S`t• S y;" . _ r z r a 'S i � � . ' J J T �. 1 '- L, • . • - v. Q`t �` d'�f', J ! Iy 1 ` Y 1 1 1 k.t JT • r . �'5 • + a "�r r r ;v ac N t• 1 • c- r :.' 3 �• C �,. y , r s' r r -sL ti - i � a• J S j r A + - fi '' S WrX J. • F- J 1 , y , • a vt' it a te a bd{ + • , n r -� � .t - Rt� 1 i rac OM E CI at the most souther corner • act o. as herein describest T N to h 3 de .. . 1 u i L. 4 • ec. west alon. and with t e outhwe terl I'ne of Tract No. I a distance of 62.66 feet to the Point of Beg.innins;; _ south • de _. 6 min. 21 e west 164.07 feet t• the outhwe t corner of a ulf States Utilities Sub - Station; 1' •n' and with s 'd Sub - Station southe •ounda south 5 de *. 1 min. 40 sec east 20.25 feet to the southeast comer of said Sub- Station; T EN no h 3 • de:. • min. 20 sec. east a10 : and with said ub- tation b•unda 6.70 feet to a corner of said Sub - Station; HEN E .o th •. :. 03 min. 40 sec. eas .1. • e outhcm bounda of said Sub•S,tation, 74.90 feet to a point for corner; T _N E south 31 •e:. • : iiin. 44 sec. wes 1 6 2 fe to a .oint for corner; THE C_ nort 53 de :. 03 min. 40 ec. w st 65. 2 feet to a • •I t for co no '6 de:. 56 lei . 1 sec eat 70.01 t t• • • int or cor e TH NCE t • • e: 0 tin. • 0 sec. w 3 .00 feet to a • o'nt or •rner• orth 3. de:. 6 ' 1.21 e e . t .5 11 ee t. • • • i air er• N _ • 5 • e: • m' . 40 ec. we 00 et o a • int • • 1 er • oz 6 •e: 56 thin. _ • . as 750• eetto : t 0 CO ter i, N E o_ 3 •e:. • fin 1 e .e: •. 11 ee o : •o' tforcoe T, • . h 36 de: 6 ttin. 21 ec • t 83,14 eet t• a ...'i t for co r: T E s. th 53 de_ 0 tt' . 41 s c. ea t 30.01 e a on _ e soutl wes e • ine o Tract N 1 to the Point of Beginning, containing 0.822 acres more or less. Tract No. 3 COM 1 0 at the nest •uthe co r of . r•ct o. 1 as ie in de cr'bed• T C . north 53 d : •3 mi . 40 ec west a o ' • d with to • th ester in of Tract ► • I a distance of'2.6 eettoa.•' •r corner s•id.oi t •ei :ac•rnerif. act N•.1 and e'n:t eel int •f [3cginninO THENCE. north p dgg. 03 min. 40 sec: west, 194.45 feet to a point for corner; THENCE, souther deg 56 min. 21sec. west, L70.90 feet to a point for corner; THENCE, south 53 deg. 03 min, 40 sec. east, 45,75 feet to a point for confer; H C o th3. •e: • mi 1 . wet ••..• f: o •r one' T. N Es. .t 3 I. :. 1 n i . 40 ec. .s 1 70 ee t. t enort , es line of ract No. 2 a mintmint fo.,- corng T C south 6 . e: . in. 20 sec. est : 01: aid no west l' fe o ract No. 2 a dis 'n e of 15.00 feet. a point for comer; THENCE, north 53 deg. 03 min. 40 sec. west. 83,50 feet to a point for corner; THENCE. south 36 deg. 56 into, 20 sec. west. 117.00 feet to a point for corner; THENCE. south 81 dog. 56 min. 20 sec. west,39.53 feet to a Point for comer; THENCE, south 36 deg. 56 min, 20 sec. west. 65.75 feet to a Point for comer; T En. E outh •e_.03 t in.41 ee '2 10 • • tfo • er THENCE; south 11 ddg,�2 min. 31 sec. oast, 16.21 feet to a point for comer, said point beim on the perimeter of a circle whose center bears south 15 deg. 50 min, 27 sec, west, 17,50 feet; THENCE. clockwise along said1erimeter with radius of 17,50 feet an arc distance of 69.73 feet Ce r al ; n_1e = 2 8 • e :. 1: it' : ec. t. • • int of termination of the circle; THENCE, north 88 deg., 22 min. 20 sec, west. 12.86 feet to a point for corner; THENCE. north 53 deg. 03 non. 40 sec. west, 113.00 feet to a point for corner; THE C n • 3. • _ 5 • min. 20 ec. e• t, 50,00 feet to a point for corner; THEN E south 5 • _. 03 i . 40 sec. east 10.' 1 eef o a • • •n1 for corner THE north 6 de: 5 . min. 2 i . : t 8 .70 feet t • a .int for o ter THENCE, north 53 dee. 03 min. 40 sec. west, 22.55 feet to a point for comer; THENCE.. north 36 deg. 56 min. 20 sec. cast. 132.00 feet to a point for corner, THENCE, south 53 deg. 03 min. 40 sec. east, 13.30 feet to a point for corner; THENCE, north 36 deg 56 min. 20 sec. east. 106.54 feet to a point for corner; TH tCE, north 53 deg 03 min. 40 sec. west, 45.75 feet to a point for comer; TR NC _ nortl 6 • e: . m' 20 e . ea _7 21 fe t to a ..int o corn r• • T EN ort 1 53 de', 1 mil 40 s c. w • st 78.30 feet o a . • int or comer' T E CE orih 36 de2. 6 ' . ec. as 9.44 feet to : •1 int or corner T F north 5 de_. 03 mi . 40 ec. west 55 06 feet o a Joint for or. er• ENCE sou . dery_. 56 r in. 21 ec. wes 55.5i feet to a Joint f• corner T, • N . no de . 03 min. 40 sec. west 1 2.01 ee to a •oi or co er• THEN no 36 dc . 56 uin.20 ec. east 8.80 f et to a •.1 o corner said in b in: on the •erimeter of a circle w1 e en e bears no 6' de?.. 4' tin. 12 ec. ea 17.51 feet ENCE clockwise alon , said .erimeter w•th r . ius of 17.50 eet .n arc distance of 34. :9 feet • central an -le = 114 de:. 14 i . . cc. to a poi t of to unatio o he c cle' T •N E o 36 de:. 56 min. 20 s . cast 27 • feet to a of t f. me" ENCE sou 53 de:. 03 min. 40 s c eat ' .06 feet to a .oi t for corner T •N E so tit 6 de:. 56 min. 20 sec. • s 1'.44 ee o a Joint for comer CE soul 3 de:. 0 niin. 40 sec. •a . 6. 30 feet o a poi t f.r comer THENCE north36 de :. 56 min. 21 .ec eat 15 .71 fe t to a Joint or comer Ti NC south 53 de:. 03 min. 40 ec. east 204.4 feet to th no west r e of Tract o. 1 . point for corner; THE C ou 1 6 de:. 5 • min. 20 sec. west .lo :. d w' .1 the orthwest ine of Trac No. 1 a di tang• • 11 00 feet to the Point of :e•inn'n: co tail : 0. 46 acre more. less. : in: a tart of iat ce :•t 2 2 acre trac as describe• in a ease a:reem nt o e :rde • Co ...ratio to eat :kes C. bon Co .orati.n •ein• ituat • in a B. C. Arthur curve of effe on C•un T xas said trac b • mor 11' oescibed b etes and pound asfollov o- - t: 'Tract No.4 CO N 1NGat_le nost outher Corner • T act •. as • eindescrib•d• THEs. E i .rth 3 d _. : min, e. . alo _ :. • with toe outhea erl I'ne if said Tract 1 a distance of 414 4 feet to a point for comer se'. • • int bin _ a corner o io Tract • T C' sou h 53 •ems. 0 min. 40 sec. eas 81 f - .o e or loss to a y.intbein in the southeasterly right -of -way line of a county road; THEN . E south 31 . 1: min. west aloft: an. wit th south tell ri:h -of-wa line of aid county road 410.77 feet to the Paint of Beginning; T B south 31 • :. 1: loin. west alon : ands 11 the south . steri ri ht -o -wa line of sai• county road 117.00 feet to a point for comer; L•N E •uth 58 de:. • ,ti ast 5•.0 f• - to . •o'nt f• • co er• THENC ort 1 de:. 18 min. e. . 1 7 40 eet to a Joint for co e THENCE north 58 de .. . 42 min. west. 5 feet t • the southeaster) ri ! ht -of -wa line of said coun road to the Point of Be' innint containin_ 0.153 acres more or less. • • —. . 1 / - ' . -----41: i 1 .•' ___. . f.......).....1 . ,. ' I 1 1 1 , 11\ j I ' ma"' I T.. . i \i' if , ^ - ' 1 �� . - ��~~~~-_ ��*� - � | °�~~" � « ��um � �-----� F-- ~~�~- "*°/ _--__� ' ----+ v o — �' S ' \ ����� � ' � � [' _= \` i - \ ` � r 77 4 n .-......_-- :Mt ' - L -- . ' . � 1 \ ___,,,0„, .., _ . i 7 7 \ ,, .., ;iii , \ i 1 i i i r -i 71 I ) ) \ , i ,iil 01 osnil \ \ \ \ ..0 / / i x not cars ....2,1111111e1...,Si". I r t 3.•11111 insti....„:: ,...„....„,........„• .4,, , `-_^ � - .. ..___. / 1: \ __/ ..........,.." It :, cn i [ \... \ ` t044. a -. _- � -� " �00 ---- ^ ----�-'~' ^ =,=^ \ __---`~-'---- . . , 1 • , __ ______ EXHIBIT "B" Exhibit "B" Form of Industrial District Agreement Report Industrial District Agreement Report Property Owner's Name Date of this Report Report Period (semi - annual period covered by this Report) From / /201 To / /201 7 {+ y * 'S 7 i , �p" 7 • i+9',��. qy v'"� r ��& � ,.. � �z.; ; Property Nested Owner Contractors (A) Total number of employees employed on the last day of the Report Period who were Port Arthur residents on the last day of the Report Period (B) Total number of all employees employed on the last day of the Report Period (C) Total number of new hires employed during the Report Period who were Port Arthur residents on their first day of employment (D) Total number of all new hires employed during the Report Period (E) Total number of applicants completing the interview process during the Report Period ti °w -c '� as i*f-r W71M_ ?F ' se 2. >f1�- ,i.'?` .u,3 3�,f �^w p. 4 �+ n /y �`�� E • (A) Total number of Designated LBE's that: • were on the approved vendor list of the Property Owner at any time during the Report Period, and /or • were invited by the Property Owner during the Report Period to bid on contracts for goods and /or services (B) Total number and dollar amount of contracts awarded by the Property Owner during the Report Period for goods and /or services that the Property Owner determines could have potentially been obtained from Designated LBE's: Total Number of Contracts: Total Dollar Amount of Contacts: $ (C) Total number and dollar amount of contracts described immediately (above in II (B) that were awarded to Designated LBE's during the Reporting Period: Total Number of Contracts: Total Dollar Amount of Contacts: $ This Report contains confidential or privileged information. Unauthorized use of this communication is strictly prohibited. This Report is to be submitted to the Office of the City Manager and copied to the City Attorney during the months of January and July for the immediately preceding 6 months. The due date (January 31 or July 31 for submitting a Report may be extended for thirty (30) days upon the written request of the Property Owner. s.ida_oxbow 2014 -2016 Page 46