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HomeMy WebLinkAboutPR 18592: INDUSTRIAL DISTRICT AGREEMENT WITH GT LOGISTICS LLC AND GOLDEN TRIANGLE PROPERTIES P. R. NO. 18592 10/01/14 gt RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN INDUSTRIAL DISTRICT AGREEMENT WITH GT LOGISTICS LLC AND GOLDEN TRIANGLE PROPERTIES WHEREAS, the City Council of the City of Port Arthur deems it in the best interests of the citizens of Port Arthur to enter into an Industrial District Agreement with GT Logistics LLC and Golden Triangle Properties 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. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1 . That the facts and opinions in the preamble are true and correct . Section 2 . That the City Council hereby authorizes the City Manager to execute an Industrial District Agreement with GT Logistics LLC and Golden Triangle Properties, in substantially the same form as attached hereto as Exhibit "A" . Section 3 . That GT Logistics LLC and Golden Triangle Properties shall sign and return the Agreement by the close of business on Thursday, October 16, 2014, or this Resolution is null and void and the property described herein is annexed, effective December 31, 2014 at 11 : 59 p.m. s.pr18592 Section 4 . That a copy of the caption of this Resolution be spread upon the Minutes of the City Council . READ, ADOPTED AND APPROVED on this day of A.D. , 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 TO FORM: /Ad 72) C rTY ATTOR I EY, APPROVED FOR ADMINISTRATION: CITY MANAGER s.pr18592 EXHIBIT "A" s.pr18592 STATE OF TEXAS § § COUNTY OF JEFFERSON § INDUSTRIAL DISTRICT AGREEMENT This INDUSTRIAL DISTRICT AGREEMENT (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 . GT Logistics LLC and Golden Triangle Properties (hereinafter referred to as the "Property Owner" ) . The Property Owner owns and/or leases real and tangible personal property and operates a terminal facility (the "Facility" ) that is located in the City' s extraterritorial jurisdiction. 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 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 s.ida_gt logistics_2015-2016 Page 1 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 the 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 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 . s.ida_gt logistics_2015-2016 Page 2 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 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 s.ida_gt logistics_2015-2016 Page 3 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, 2015, 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 : 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 s.ida_gt logistics_2015-2016 Page 4 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 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 s.ida_gt logistics_2015-2016 Page 5 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. 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) . s.ida_gt logistics_2015-2016 Page 6 (b) On or before October 15th 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 (800) 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 1st 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. (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 s.ida_gt logistics_2015-2016 Page 7 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 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 l00 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 loo based on the Property Owner' s Contract Value for the previous year. The intent of the 10o provision is to limit fluctuations in payments to the City to no more than 10o 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" ) . s.ida_gt logistics_2015-2016 Page 8 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 (10%) 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: • 110% (if the Taxable Value for such current Tax Year is ten percent (10%) 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 (10%) 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 2015, the Taxable Value for the Tax Year 2014 ; and (ii) for any Tax Year during the term of this Agreement after the Tax Year 2015, 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 2015 of more than 10% of the s.ida_gt logistics_2015-2016 Page 9 Taxable Value for 2014 , the Contact Value for 2015 will be an amount equal to minus 10% (i . e . , 90% of the Taxable 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 10% 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] ) . In the event there is a fluctuation which results in a decrease in the Taxable Value for 2017 of more than 10% of the Contract Value for 2016 , the Contact Value for 2017 will be an amount equal to minus 10% (i . e . , 90% of the Contract Value for the immediately preceding year [2016] ) . 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 2015 of more than 10% of the Taxable Value for 2014 , the Contact Value for 2015 will be an amount equal to plus 10% (i . e . , 110% of the Taxable 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. , 110% of the Contract Value for the immediately preceding year [2015] ) . s.ida_gt logistics_2015-2016 Page 10 In the event there is a fluctuation which results in an increase in the Taxable Value for 2017 of more than 1096 of the Contract Value for 2016, the Contact Value for 2017 will be an amount equal to plus 10%- (i . e . , 1100 of the Contract Value for the immediately preceding year [2015] ) . c. Chart The following chart further illustrates the treatment of various fluctuations : 1 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 s.ida_gt logistics_2015-2016 Page 11 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 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 s.ida_gt logistics_2015-2016 Page 12 industrial district agreements, and the Property Owner agrees to pay its prorated share of such stipend, provided that the 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 - s.ida_gt logistics_2015-2016 Page 13 facilitate the goals of the PABE Program. The terms and 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 2015 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 the Property Owner and its Nested Contractors, and the retention s.ida_gt logistics_2015-2016 Page 14 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 30th of each of such Tax Years shall be submitted on or before the July 31st 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 31st 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 : (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; s.ida_gt logistics_2015-2016 Page 15 • (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; (C) 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; s.ida_gt logistics_2015-2016 Page 16 (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 (C) 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. (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 s.ida_gt logistics_2015-2016 Page 17 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 (80%) (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 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 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. s.ida_gt logistics_2015-2016 Page 18 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 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 2015, the Report Period Hiring Percentage for the Report Period ending June 30, 2015 ; and (ii) for the Milestone Period applicable to any of the Tax Years 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) . s.ida_gt logistics_2015-2016 Page 19 (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 (5%-) 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%) . 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 LSE' s" ) . In preparing the list of the Designated LBE' s for any Report Period, the City shall cause the PABE Facilitator: s.ida_gt logistics_2015-2016 Page 20 (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 LSE' 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 LSE' 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 : (X) = an amount equal to the total number of Designated • LSE' 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 2015 , the Report Period LBE Percentage for the Report Period ending June 30, 2015 ; and s.ida_gt logistics_2015-2016 Page 21 (ii) for the Milestone Period applicable to any of the Tax Years 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" ) : 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 s.ida_gt logistics_2015-2016 Page 22 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 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 s.ida_gt logistics_2015-2016 Page 23 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 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 . s.ida_gt logistics_2015-2016 Page 24 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 . 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 s.ida_gt logistics_2015-2016 Page 25 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 1st of such Tax Year, and (ii) the 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, continue 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 s.ida_gt logistics_2015-2016 Page 26 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 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 s.ida_gt logistics_2015-2016 Page 27 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 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 s.ida_gt logistics_2015-2016 Page 28 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) . Section 13 . Right to Annexation pursuant to Chapter 43 of the Texas Local Government Code The present owners and lessees of the land, improvements, units, equipment, inventory, and all other property located in the Affected Area and pertaining to the Facility are described in Exhibit "C" , except for any owner or lessee of such property the aggregate Taxable Value of which is not reasonably expected as of the date of this Agreement to exceed $250, 000 . 00 (the "Excluded Persons" ) . 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 s.ida_gt logistics_2015-2016 Page 29 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 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 . s.ida_gt logistics_2015-2016 Page 30 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 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 s.ida_gt logistics_2015-2016 Page 31 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 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 . s.ida_gt logistics_2015-2016 Page 32 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 (10%) per annum, not later than the 120th 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 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 s.ida_gt logistics_2015-2016 Page 33 the Tax Years 2015 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 15th 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; • 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 . s.ida_gt logistics_2015-2016 Page 34 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 15th 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 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 s.ida_gt logistics_2015-2016 Page 35 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 essence on the payment schedule for the In Lieu of Payments on October 15th of each year. If the Property Owner does not pay the In Lieu of Payment on October 15th of each year, the City can immediately commence annexation proceedings and sue for all damages provided for herein. In the case of litigation for s.ida_gt logistics_2015-2016 Page 36 breach of this Agreement and to encourage timely payments, the City can seek 100% of all monies that the City would have received from the Property Owner if it been within the corporate limits, which include 100% 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 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 s.ida_gt logistics_2015-2016 Page 37 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 . 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 . s.ida_gt logistics_2015-2016 Page 38 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 Bart Owens CITY OF PORT ARTHUR Vice-President/General Manager 444 4th St . GT LOGISTICS LLC Port Arthur, TX 77640 1998 Hwy 73 West Port Arthur, TX 77640 Steve Birdwell GOLDEN TRIANGLE PROPERTIES President 10 Oaklawn Drive Houston, Texas 77024 WITH A COPY TO: WITH A COPY TO: City Attorney Hubert Oxford III CITY OF PORT ARTHUR BENCKENSTEIN & OXFORD, LLP 444 4th St . 3535 Calder, Ste 300 Port Arthur, TX 77640 Beaumont, TX 77706 (409) 983-8126 (409) 983-8124 s.ida_gt logistics_2015-2016 Page 39 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, 2015, and shall expire on the 31st 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_gt logistics_2015-2016 Page 40 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_gt logistics_2015-2016 Page 41 SIGNED AND AGREED to on the day of 2014 . Property Owner BY: Steve Birdwell Golden Triangle Properties ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF JEFFERSON § BEFORE ME, the undersigned Notary Public, on this day personally appeared Steve Birdwell, 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 Golden Triangle Properties 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_gt logistics_2015-2016 Page 42 SIGNED AND AGREED to on the day of 2014 . Property Owner BY: Bart Owens GT Logistics LLC ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF JEFFERSON § BEFORE ME, the undersigned Notary Public, on this day personally appeared Bart Owens, 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 GT Logistics LLC 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_gt logistics_2015-2016 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, P.E. , 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 RETURN TO: VAL TIZENO, CITY ATTORNEY CITY OF PORT ARTHUR P. O. BOX 1089 PORT ARTHUR, TX 77641-1089 s.ida_gt logistics_2015-2016 Page 44 Exhibit "A" Legal Description and Map Depiction of the Affected Area (Attached as the next pages of this Exhibit "A" ) s.idat logistics_2015-2016 Page 45 April 30, 2008 METES AND BOUNDS DESCRIPTION OF A 1,116.39 ACRE TRACT OF LAND IN THE T & NO RAILROAD SURVEY, SECTION 276, ABSTRACT 414, THE T& NO RAILROAD SURVEY, SECTION 275,ABSTRACT 316, THE BBB & C RAILROAD CO. SURVEY, SECTION 390, ABSTRACT 93, THE W. KYLE SURVEY, ABSTRACT 414, THE WILLIAM H. VORIS SURVEY, ABSTRACT 382, AND THE R. A. GREER SURVEY, ABSTRACT 666 PORT ARTHUR, JEFFERSON COUNTY, TEXAS A 1,116.39 acre (48,630,066 square feet) tract of land In the T & NO Railroad Survey, Section 276, Abstract 414, the T & NO Railroad Survey, Section 275, Abstract 316, the BBB & C Railroad Co. Survey, Section 390, Abstract 93, the W. Kyle Survey, Abstract 414, the William H. Voris Survey, Abstract 382, and the R. A. Greer Survey, Abstract 666, Port Arthur, Jefferson County, Texas, and being comprised of a called 1101.94 acre tract of land (called Parcel 1) conveyed to'Equistar Chemicals, LP and described in a deed to National Distillers and Chemical Corporation, as recorded under Jefferson County Clerk's File Number 8403467, a called 2.02 acre tract of land (called Parcel N) described in a deed to National Distillers and Chemical Corporation, as recorded under Jefferson County Clerk's File Number 8403467, and a called 9.49 acre tract of land described in a deed to National Distillers and Chemical Corporation, as recorded under Jefferson County Clerk's File Number 8414481, said 1,116.39 acre tract being more particularly described as follows (bearings based on the Texas State Plane Coordinate System, South Central Zone, derived by GPS observations from TXBM, TXCN, and TXGA (TXDOT COR Stations)): COMMENCING at a 3/8-inch iron rod found at the northwest corner of a called 1.345 acre tract of land described in a deed from Equistar Chemicals, LP to Lakeside Palomar Community Development, Inc., as recorded under Jefferson County Clerk's File Number 2001004526, the intersection of the southerly right-of-way line of State Highway 73 (width varies), and the easterly right-of-way line of Lakeside Plaza: THENCE, South 85 degrees 12 minutes 34 seconds East, along the southerly right-of- way line of said State Highway 73, a distance of 139.60 feet, to a 3/8-inch iron rod found at the northeast corner of said called 1.345 acre tract, the most northerly corner of said called 1101.94 acre tract, and the most northerly corner and POINT OF BEGINNING of the herein described tract of land; THENCE, South 75 degrees 27 minutes 26 seconds East, along the southerly right-of- way line of said State Highway 73, a distance',of 636.46 feet, to a 5/8-inch iron rod with "CLR" cap set at a northeasterly corner of the herein described tract, the intersection of the southerly right-of-way line of said State Highway 73 and the westerly right-of-way line of F.M. 823 (100 feet wide); F:lsurvey107043001DOCSIM&1116.doc 1116 Ac Page 1 of 10 THENCE, South 34 degrees 49 minutes 10 seconds East, along the westerly right-of- way line of said F.M. 823, a distance of 846.39 feet, to a 5/8-inch iron rod with "CLR„ cap set at a point of curvature; THENCE, Southeasterly, along said curve to the left, through a central angle of 10 degrees 25 minutes 43 seconds, to a 5/8-inch iron rod with "CLR" cap set at a point of tangency, said curve having a radius of 1,687.07 feet, an arc length of 307.07 feet, and a chord which bears South 40 degrees 02 minutes 02 seconds East, a distance of 306.65 feet; THENCE, South 45 degrees 06 minutes 25 seconds East, a distance of 59.59 feet, to a 5/8-inch iron rod with "CLR" cap set at an interior corner of the herein described tract; THENCE, North 47 degrees 31 minutes 22 seconds East, a distance of 100.11 feet, to a 1-inch iron pipe found at an interior corner of the herein described tract, and lying in the easterly right-of-way line of said F.M. 823; THENCE, North 45 degrees 06 minutes 25 seconds West, along the easterly right-of- way line of said F.M. 823, a distance of 64.31 feet, to a 5/8-inch iron rod with "CLR" cap set at a point of curvature; THENCE, Northwesterly, along a curve to the right, through a central angle of 10 degrees 25 minutes 59 seconds, to a 5/8-inch iron rod with "CLR" cap set at a point of tangency, said curve having a radius of 1,587.07 feet, an arc length of 288.99 feet, and a chord which bears North 40 degrees 02 minutes 10 seconds West, a distance of 288.59 feet; THENCE, North 34 degrees 49 minutes 10 seconds West, a distance of 742.18 feet, to a 1-inch iron pipe found at a northwesterly corner of the herein described tract; THENCE, North 29 degrees 49 minutes 53 seconds East, a distance of 61.31 feet, to a 1-inch iron pipe found at a northwesterly corner of the herein described tract, and lying in the southerly right-of-way line of said State Highway 73; THENCE, South 85 degrees 05 minutes 29 seconds East, along the southerly right-of- way line of said State Highway 73, a distance of 75.01 feet, to a 5/8-inch iron rod with "CLR" cap set at a northeasterly corner of the herein described tract; THENCE, South 30 degrees 56 minutes 15 seconds East, a distance of 1,073.07 feet, to a 1-inch iron pipe found at an interior corner of the herein described tract; THENCE, North 43 degrees 45 minutes 45 seconds East, a distance of 123.97 feet, to a 5/8-inch iron rod with "CLR" cap set at a northeasterly corner of the herein described tract; F:\survey\07043001DOCS\M13-1116.doc 1116 Ac Page 2 of 10 f THENCE. South 30 degrees 54 minutes 24 seconds East, a distance of 4,363.53 feet, to a 5/8-inch iron rod with "CLR" cap set at an angle point in the easterly line of the herein described tract; THENCE, South 32 degrees 16 minutes 49 seconds East, a distance of 400.39 feet, to a broken concrete monument found at the most northerly corner of the aforementioned called 9.49 acre tract; THENCE, Southeasterly along a non-tangent curve to the left through a central angle.of 01 degrees 34 minutes 14 seconds, to a 5-inch concrete monument found at the most easterly corner of said called 9.49 acre tract,said curve having a radius of 5,779.65 feet, an arc length of 158.43 faat, and a chord which bears South 34 degrees 37 minutes 50 seconds East, a distance of 158.40 feet; l[HEN|CE. South 36 degrees 37 minutes 44 seconds West, a distance of 2,716.64 feet, to a 1-inch iron pipe found at the most southerly corner of said called 9.49 acre tract and an interior corner of the herein described tract; THENCE, South 64 degrees 42 minutes 06 seconds East, a distance of 1,434.17 feet, to a 5-inch concrete monument found at an easterly corner of the herein described tract, and lying in the in an easterly line of the herein described tract; THENCE, South 14 degrees 26 minutes 02 seconds E8st, a distance of 389.11 feet, to a point in the northerly bank of Taylor Bayou, at the southeasterly corner of the herein described tract; . THENCE, North 89 degrees 54 minutes 00 seconds West, along the northerly bank of Taylor Bayou, a distance of 88.44 feet, to a point for corner; 7[HENCE, North 76 degrees 03 minutes 49 seconds West, along the northerly bank of Taylor Bayou, a distance of 88.58 feet, to a point for corner; THENCE, North 84 degrees 22 minutes 39 seconds West, along the northerly bank of Taylor Bayou, a distance of 59.83 fant, to a point for corner; 7[HENCE. South 88 degrees 58 minutes 36 seconds West, along the northerly bank of Taylor Bayou, a distance of 59.73 feet, to a point for corner; l[HENCE. South 86 degrees 45 minutes 53 seconds West, along the northerly bank of Taylor Bayou, a distance of 38.1 3 feet, to a point for corner; THENCE, North 13 degrees 41 minutes 30 seconds East, a distance of 11.39 feet, to a point for corner; FAnunmy\070*300\oocS\Me'111e.uv: 1116 Ac Page 3 of 10 THENCE, North 01 degrees 38 minutes 12 seconds East, a distance of 23.09 feet, to a point for corner; THENCE, North 07 degrees 36 minutes 37 seconds West, a distance of 14.64 feet, to a point for corner; THENCE, North 57 degrees 12 minutes 26 seconds West, a distance of 30.60 feet,to a point for corner; THENCE, South 65 degrees 32 minutes 21 seconds West, a distance of 29.18 feet,to a point for corner; THENCE, South 22 degrees 23 minutes 51 seconds West, a distance of 48.68 feet,to a point for corner; THENCE, North 88 degrees 16 minutes 09 seconds West, along the northerly bank of Taylor Bayou, a distance of 286.98 feet, to a point for corner; THENCE, North 89 degrees 45 minutes 37 seconds West, along the northerly bank of Taylor Bayou, a distance of 182.99 feet, to a point for corner; THENCE, South 68 degrees 20 minutes 56 seconds West, along the northerly bank of Taylor Bayou, a distance of 223.09 feet, to a point for corner; THENCE, North 15 degrees 55 minutes 19 seconds West, a distance of 32.56 feet, to a point for corner; THENCE, South 79 degrees 59 minutes 40 seconds West, a distance of 43.90 feet,to a point for corner; THENCE, South 19 degrees 20 minutes 41 seconds West, a distance of 64.42 feet,to a point for corner; THENCE, South 62 degrees 40 minutes 57 seconds West, along the northerly bank of Taylor Bayou, a distance of 337.26 feet, to a point for corner, THENCE, South 85 degrees 56 minutes 10 seconds West, a distance of 1,098.26 feet, to a point for corner; THENCE, North 36 degrees 37 minutes 44 seconds East, a distance of 49.73 feet, to a point for corner; THENCE, South 85 degrees 24 minutes 44 seconds West, a distance of 545.00 feet, to a point for corner, F:\survey\07043001DOCS\MB-1116.doc 1116 Ac Page 4 of 10 THENCE, North 06 degrees 30 minutes 08 seconds West, a distance of 53.66 feet, to a point for corner; THENCE, North 76 degrees 15 minutes 31 seconds West, a distance of 48.62 feet, to a point for corner; THENCE, North 22 degrees 38 minutes 15 seconds West, a distance of 140.59 feet, along the northeasterly bank of Taylor Bayou, to a point for corner; THENCE, North 33 degrees 05 minutes 13 seconds West, along the northeasterly bank of Taylor Bayou, a distance of 96.41 feet,to a point for comer, THENCE, North 60 degrees 35 minutes 09 seconds West, along the northerly bank of Taylor Bayou, a distance of 281.92 feet, to a point for corner; THENCE, North 78 degrees 00 minutes 48 seconds West, along the northerly bank of Taylor Bayou, a distance of 123.30 feet, to a point for corner; THENCE, South 82 degrees 22 minutes 05 seconds West, along the northerly bank of Taylor Bayou, a distance of 112.91 feet, to a point for corner; THENCE, South 54 degrees 28 minutes 06 seconds West, along the northerly bank of Taylor Bayou, a distance of 157.98 feet, to a point for corner; THENCE, South 76 degrees 30 minutes 13 seconds West, along the northerly bank of Taylor Bayou, a distance of 76.71 feet, to a point for corner; THENCE, South 46 degrees 35 minutes 51 seconds West, along the northerly bank of Taylor Bayou, a distance of 402.96 feet, to a point for corner; THENCE, South 38 degrees 51 minutes 09 seconds West, along the northerly bank of Taylor Bayou, a distance of 65.50 feet, to a point for corner, THENCE, South 16 degrees 59 minutes 01 seconds West, along the northerly bank of Taylor Bayou, a distance of 80.03 feet, to a point for corner; THENCE, South 16 degrees 35 minutes 00 seconds West, along the northerly bank of Taylor Bayou, a distance of 132.26 feet, to a point for corner, THENCE, South 27 degrees 14 minutes 01 seconds West, along the northerly bank of Taylor Bayou, a distance of 468.77 feet, to a point for corner; THENCE, South 40 degrees 46 minutes 37 seconds West, along the northerly bank of Taylor Bayou, a distance of 350.04 feet, to a point for corner; F:\survey10704300\DOCS\M8-1116.doc 1116 Ac Page 5 of 10 THENCE, South 46 degrees 28 minutes 54 seconds West, along the northerly bank of Taylor Bayou, a distance of 237.05 feet, to a point for corner; THENCE, South 62 degrees 42 minutes 00 seconds West, along the northerly bank of Taylor Bayou, a distance of 196.52 feet,to a point for corner; THENCE, South 79 degrees 33 minutes 00 seconds West, along the northerly bank of Taylor Bayou, a distance of 105.88 feet,to a point for corner; THENCE, North 08 degrees 41 minutes 43 seconds West, along the northerly bank of Taylor Bayou, a distance of 59.02 feet, to a point for corner; THENCE, North 89 degrees 24 minutes 01 seconds West, along the northerly bank of Taylor Bayou, a distance of 123.82 feet, to a point for corner; THENCE, South 04 degrees 20 minutes 03 seconds East, along the northerly bank of Taylor Bayou, a distance of 33.27 feet, to a point for corner; THENCE, North 87 degrees 33 minutes 19 seconds West, along the northerly bank of Taylor Bayou, a distance of 107.49 feet, to a point for corner; THENCE, North 81 degrees 22 minutes 14 seconds West, along the northerly bank of Taylor Bayou, a distance of 167.37 feet, to a point for corner; THENCE, North 58 degrees 34 minutes 35 seconds West, along the northeasterly bank of Taylor Bayou, a distance of 233.42 feet, to a point for corner; THENCE, North 52 degrees 36 minutes 32 seconds West, along the northeasterly bank of Taylor Bayou, a distance of 416.40 feet, to a point for corner; THENCE, North 45 degrees 04 minutes 29 seconds West, along the northeasterly bank of Taylor Bayou, a distance of 334.26 feet, to a point for corner; THENCE, North 41 degrees 12 minutes 18 seconds West, along the northeasterly bank of Taylor Bayou, a distance of 279.62 feet, to a point for corner; THENCE, North 38 degrees 01 minutes 24 seconds West, along the easterly bank of Taylor Bayou, a distance of 338.36 feet,to a point for corner; THENCE, North 29 degrees 27 minutes 09 seconds West, along the easterly bank of Taylor Bayou, a distance of 425.91 feet, to a point for corner; THENCE, North 15 degrees 26 minutes 41 seconds West, along the easterly bank of Taylor Bayou, a distance of 338.77 feet, to a point for corner; F:lsurvey107043001DOCSIMB-1116.doc . 1116 Ac Page 6 of 10 THENCE, North 11 degrees 04 minutes 11 seconds West, along the easterly bank of Taylor Bayou, a distance of 341.81 feet,to a point for corner; THENCE, North 05 degrees 50 minutes 15 seconds West, along the easterly bank of Taylor Bayou, a distance of 471.18 feet,to a point for corner; THENCE, North 12 degrees 00 minutes 33 seconds West, along the easterly bank of Taylor Bayou, a distance of 249.38 feet, to a point for corner; THENCE, North 19 degrees 47 minutes 46 seconds West, along the easterly bank of Taylor Bayou, a distance of 118.89 feet, to a point for corner; THENCE, North 19 degrees 25 minutes 05 seconds West, along the easterly bank of Taylor Bayou, a distance of 172.13 feet,to a point for corner; THENCE, North 35 degrees 29 minutes 15 seconds West, along the easterly bank of Taylor Bayou, a distance of 314.01 feet, to a point for corner; THENCE, North 38 degrees 03 minutes 21 seconds West, along the easterly bank of Taylor Bayou, a distance of 348.90 feet, to a point for corner; THENCE, North 12 degrees 31 minutes 53 seconds West, along the easterly bank of Taylor Bayou, a distance of 120.92 feet, to a point for corner; THENCE, North 00 degrees 45 minutes 58 seconds East, along the easterly bank of Taylor Bayou, a distance of 157.80 feet, to a point for corner; THENCE, North 14 degrees 11 minutes 10 seconds East, along the easterly bank of Taylor Bayou, a distance of 281.70 feet,to a point for corner; THENCE, North 28 degrees 59 minutes 24 seconds East, along the easterly bank of Taylor Bayou, a distance of 582.04 feet, to a point for corner; THENCE, North 43 degrees 40 minutes 13 seconds East, along the easterly bank of Taylor Bayou, a distance of 389.34 feet, to a point for corner; THENCE, North 25 degrees 34 minutes 14 seconds East, along the easterly bank of Taylor Bayou, a distance of 336.16 feet, to a point for corner; THENCE, North 08 degrees 04 minutes 22 seconds East, along the easterly bank of Taylor Bayou, a distance of 220.47 feet, to a point for corner; THENCE, North 14 degrees 38 minutes 23 seconds West, along the easterly bank of Taylor Bayou, a distance of 273.06 feet, to a point for corner; F:\su vey10704300\DOCS\MB-1116.doc 1116 Ac Page 7 of 10 1 ' THENCE, North 27 degrees 28 minutes 48 seconds West, along the easterly bank of Taylor Bayou, a distance of 465.55 feet, to a point for comer; THENCE, North 28 degrees 46 minutes 03 seconds West, along the easterly bank of Taylor Bayou, a distance of 417.94 feet, to a point for corner; THENCE, North 04 degrees 24 minutes 55 seconds West, along the easterly bank of Taylor Bayou, a distance of 125.95 feet, to a point for corner; THENCE, North 52 degrees 02 minutes 00 seconds West, along the easterly bank of Taylor Bayou, a distance of 67.85 feet, to a point at the northwest corner of the herein described tract, and lying in the southerly bank of Tiger Bayou; THENCE, leaving the easterly bank of Taylor Bayou, and along the southerly bank of Tiger Bayou, as follows; THENCE, North 54 degrees 32 minutes 23 seconds East, a distance of 251.63 feet,to a 5/8-inch iron rod with"CLR" cap set at a northerly corner of the herein described tract; THENCE, North 51 degrees 22 minutes 50 seconds East, a distance of 242.28 feet,to a 5/8-inch iron rod found at a northerly corner of the herein described tract; THENCE, North 24 degrees 29 minutes 19 seconds East, a distance of 395.65 feet,to a 5/8-inch iron rod with "CLR" cap set at a northerly comer of the herein described tract; THENCE, North 52 degrees 35 minutes 33 seconds East, a distance of 603.19 feet,to a 5/8-inch iron rod found at a northerly corner of the herein described tract; THENCE, North 68 degrees 18 minutes 18 seconds East, a distance of 273.23 feet,to a 5/8-inch iron rod with "CLR" cap set at a northerly corner of the herein described tract; THENCE, North 78 degrees 40 minutes 42 seconds East, a distance of 196.73 feet,to a 5/8-inch iron rod found at a northerly corner of the herein described tract; THENCE, South 80 degrees 02 minutes 00 seconds East, a distance of 151.51 feet, to a 5/8-inch iron rod found at a northerly corner of the herein described tract; THENCE, North 82 degrees 58 minutes 03 seconds East, a distance of 584.69 feet,to a 5/8-inch iron rod found at a northerly corner of the herein described tract; THENCE, North 77 degrees 22 minutes 04 seconds East, a distance of 236.38 feet,to a 5/8-inch iron rod with "CLR" cap set at a northerly corner of the herein described tract; F:lsurvey107043001DOCS\MB-1116.doc 1116!Ac Page 8 of 10 THENCE, North 83 degrees 54 minutes 58 seconds East, a distance of 928.06 feet,to a 5/3-inch iron rod with "CLR" cap set at a northerly re-entrant corner of the herein described tract; THENCE, leaving the southerly bank of Tiger Bayou, North 08 degrees 36 minutes 40 seconds West, a distance of 933.50 feet, to a 3/8-inch iron rod in concrete found at a northwesterly corner of the herein described tract; THENCE, North 87 degrees 08 minutes 10 seconds East, a distance of 114.31 feet,to a 1/2-inch iron rod found at a northerly re-entrant corner of the herein described tract; THENCE, North 09 degrees 21 minutes 06 seconds West, a distance of 227.73 feet, to a 1/2-inch iron rod found at a northwesterly corner of the herein described tract; THENCE, South 85 degrees 30 minutes 28 seconds East, a distance of 124.46 feet, to a 1/2-inch iron rod found at a northerly re-entrant corner of the herein described tract; THENCE, along a non-tangent curve to the left, dbrouQh a central angle of 12 degrees 16 minutes 36 seconds, to a 1/2-inch iron rod found at a northwesterly corner of the herein described tract, lying in the westerly right-of-way line of Lakeside Plaza Dhve, said curve having a radius of 258.42 feet, an arc length of 55.37 f8e1, and a chord which bears North 01 degrees 06 minutes 08 seconds West, a distance of 55.27 feet,; THENCE, South 85 degrees 09 minutes 10 seconds East, a distance of 59.76 feet, to a 5/8-inch iron rod with ^CLR" cap set at a northerly re-entrant corner of the herein described tract, and lying the easterly right-of-way line of said Lakeside Plaza Drive; THENCE, with the easterly right-of-way line of said Lakeside Plaza Drive, North 04 degrees 48 minutes 08 seconds East, a distance of 114.86 feet, to a 1/2-inch iron rod found at the southwest corner of the aforementioned called 1.345 acre tnuct, and a northwesterly corner of the herein described tract; T8ENCE. South 85 degrees 13 minutes 23 seconds East, a distance of 139.54 feet, to a 1/2-inch iron rod found at the southeast corner of said called 1.345 acre tract, and a northerly re-entrant corner of the herein described tract; 1110.doc 1116 Ac Page 9 of 10 } THENCE, North 04 degrees 48 minutes 39 seconds East, a distance of 420.04 feet, to the POINT OF BEGINNING and containing a computed area of 1,116.39 acres (48,630,066 square feet) of land. $ 4: \, o4i('V ' PAUL Raita t'0. .•.4646 t .r \Pp stOY Paul R. Smith, RPLS • SURVti� Registered Professional Land Surveyor Texas Registration Number 4646 A separate survey map was prepared in conjunction with this description. Revised February 2, 2010 F.\survey\07043001DOCSIMB-1116.doc 1116 Ac Page 10 of 10 GT OmniPort AFC.. l y. ..-• ,G' '2,• • ' \ " ,� :d:. .• P � . ! ra �q Ica t4._. 4.,_ . . v,.„ �. w�•-•- 4?. � .. - -• +• ontdair Q �4 sc trw4 f • / .\\ J.. / . . ,• • l •-.. \:,,',..,",•C 1� y • -- ' •.e...... x • • • • I. '. .. . e i • . \. - \ • A , (000255833 .1) ....: � '... } 000074506 ,; .. . ; • • :/ egen • i �-g i ,:4,1 , i ' - GT OmnPort T 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_ a st* w^s & '� ` z 4' y�! �+Y` at r�yn .n *�;ic.+Yaa='*�"`�+'c a ' d4 .P: g talk � 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 (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 3ft or July 31St)for submitting a Report may be extended for thirty(30)days upon the written request of the Property Owner. s.ida_gt logistics_2015-2016 Page 46 Exhibit "C" List of Present Owners and Lessees of Property Located in the Affected Area and Pertaining to the Facility, Except for Excluded Persons s.ida_gt logistics_2015-2016 Page 47