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HomeMy WebLinkAbout2007-IDA-42 Linde Gas, IncORDINANCE NO. 2007-IDA-42 AN ORDINANCE AUTHORIZING THE EXECUTION BY THE CITY OF LA PORTE OF AN INDUSTRIAL DISTRICT AGREEMENT WITH LINDE GAS NORTH AMERICA, LLC, A DELAWARE CORPORATION FOR THE TERM COMMENCING JANUARY 1, 2008, AND ENDING DECEMBER 31, 20'19, MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT, FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW, AND PROVIDING AN EFFECTIVE DATE HEROF. BE IT ORDAINED BY THE CITY COUNCIL OF THE C1TY OF LA PORTE: Section 1. Linde Gas North America, LLC, a Delaware Corporation has executed an industrial district agreement with the City of La Porte, for the term commencing January 1, 2008, and ending December 31, 2019, a copy of which is attached hereto, incorporated by reference herein, and made a part hereof for all purposes. Section 2. The Mayor, the Assistant City Manager, the City Secretary, and the City attorney of the City of La Porte, be and they are hereby, authorized and empowered to execute and deliver on behalf of the City of La Porte, the industrial district agreement with the corporation named in Section 1 hereof. Section 3. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the city for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by faw at all times during which this ordinance and the subject matter thereof has been discussed, con$lrlcrcrYl anr~ formally acted :.upon Th° fity Co~,~nc,l #u~rther r~. tifi.~.~, uppr~v°Cs c'sitd iviili riii$ such written notice and the contents and posting thereof. Section ~. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. 1 PASSED and APPROVED, this 3'~ day at December, 2007. CI OF LA PORTS Alton Porter, Mayor ATTEST: Martha Gillett, City Secretary APPROVED: Knox Askins, City Attorney 2 By DHL November 20, 2007 Mr. John Joerns, Assistant City Manager City of La Porte 604 West Fairmont Parkway La Porte, TX 77571 RECEEVEQ Linde Gas North America, LLC Industrial District Agreement -- La Porte Facility Dear Mr. Joerns: Attached are two copies of the executed industrial district agreement between the City of La Porte and Linde Gas North America, LLC. Please note that Exhibit 13 is not attached, but will be furnished to the City as soon as reasonably possible. If you should have any questions regarding the signed agreements, please do not hesitate to contact me at 908-508-3722. Very truly yours, j~,,~~.: 1~~- Robbie Woods State and Local Tax Manager Enclosures 575 Mountain Avenue R08-464-8100 Murray Hlll rvJ 07974 USA N0. 2007-IDA- "f~ § STATE OF TEXAS § ~~QY ~ ~ ~~~ COUNTY OF HARRIS ~ ~~ INDUSTRIAL DISTRICT AGREEMENT This AGREEMENT made and entered into by and between the CITY OF LA FORTE, TEXAS, a municipal corporation of Harris County, Texas, hereinafter called "CITY", and ~--i~+de. ~~s ~~~,~ c~, ~.LG a ~~~Gt~1~~ corporation, hereznar called "COMPANY", W I T N E S S E T H: WHEREAS, it is the established policy of the City Council of the City of La Porte, Texas, to adopt such reasonable measures from time to time as are permitted by law and which will tend to enhance the economic stability and growth of the City and its environs by attracting the location of new and the expansion of existing industries therein, and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the City and its citizens; and WHEREAS, pursuant to its policy, City has enacted Ordinance No. 729, designating portions of the area located in its extraterritorial jurisdiction as the "Battleground Industrial District of La Porte, Texas", and Ordinance No. 842A, designating portions of the area located in its extraterritorial jurisdiction as the "Bayport Industrial District of La Porte, Texas", hereinafter collectively called "District'", such Ordinances being in compliance with the Municipal Annexation Act of Texas, codified as Section 42.044, Texas Local Government Code; and WHEREAS, Company is the owner of land within a designated Industrial District of the City of La Porte, said land being legally described on the attached Exhibit "A" {hereinafter nT.~„rl n } ~,,,~ c~ 7 ~ T.~r,ri }yci nn mnrA riar~ i rail arl v ~'hnum nn a nl ~~ s.,uaa..a ! , ,.,.~~,..,, ....~ ~..~~...~ ...» ~~ .....~.. i...... .. ~,. .~.....,.~.~j ..«.. .. ~~ ...~~ ... ~, ~,.. ,. attached as Exhibit "B", which plat describes the ownership boundary lines; a site layout, showing all improvements, including pipelines and railroads, and also showing areas of the Land previously annexed by the City of La Porte; and WHEREAS, City desires to encourage the expansion and growth of industrial plants within said Districts and for such purpose desires to enter into this Agreement with Company pursuant to Ordinance adopted by the City Council of said City and recorded in the official minutes of said City: FINAL DRAFT: November 1, 2007 1 NOW, THEREFORE, in consideration of the premises and the mutual agreements of the parties contained herein and pursuant to the authority granted under the Municipal Annexation Act and the Ordinances of City referred to above, City and Company hereby agree with each other as follows: I. City covenants, agrees and guarantees that during the term of this Agreement, provided below, and subject to the terms and provisions of this Agreement, said District shall continue to retain its extraterritorial status as. an industrial. district, at least to the extent that the same covers the Land belonging to Company and its assigns, unless and until the .status of said Land, or a portion or portions thereof, as an industrial district may be changed pursuant to the terms of this Agreement. Subject to the foregoing and to the later provisions of this Agreement, City does further covenant, agree and guarantee that such industrial district, to the extent that it covers said Land lying within said District and not now within the corporate limits of City, shall be immune from annexation by City during the term hereof (except as hereinafter provided} and shall have no right to have extended to it any services by City, and that all Land, including that which has been heretofore annexed, shall not have extended to it by ordinance any rules and regulations {a} governing plats and subdivisions of land, {b} prescribing any building, electrical, plumbing or inspection code or codes, or (c} attempting to exercise in any manner whatever control over the conduct of business thereon; provided, however, any portion of Land constituting a strip of land 100' wide and contiguous to either Fairmont Parkway, State Highway 225, or State Highway 1.46, shall be subject to the rules and regulations attached hereto as Exhibit °C° and made a. part hereof; and provided, however, it is agreed that City shall have the right to institute or intervene in any administrative and/or judicial proceeding authorized by the Texas Water Code, the Texas Clean Air Act, the Texas Health & Safety Code, or other federal or state environmental laws, rules or regulations, to the same extent and to the same intent and effect as if all Land covered by this Agreement were not subject to the Agreement. rY 1 1 . Tn the event that any portion of the Land has heretofore been annexed by City, Company agrees to render and pay full City ad valorem taxes on such annexed Land and improvements, and tangible personal property. Under the terms of the Texas Property Tax Code {S.B. 621, Acts of the 65th Texas Legislature, Regular Session, 1979, as amended), the appraised value for tax purposes of the annexed portion of Land, improvements, and- tangible personal property shall be determined by the Harris County Appraisal District. The parties hereto recognize that said Appraisal District has no authority to appraise the Land, improvements, and tangible personal property in the unannexed area for the purpose of computing the "in lieu" 2 payments hereunder. Therefore, the parties agree that the appraisal of the Land, improvements, and tangible personal property in the unannexed area shall be conducted by City, at City's expense, by an independent appraiser of City's selection. The parties recognize that in making such appraisal far "in lieu" payment purposes, such appraiser must of necessity appraise the entire (annexed and unannexed} Land, improvements, and tangible personal property. Nothing herein contained shall ever be interpreted as lessening the authority of the Harris County Appraisal District to establish the appraised value of Land, improvements, and tangible personal property in the annexed pardon, far ad valorem tax purposes. III. A. The properties upon which the "in lieu of" taxes are assessed are more fully described in subsections 1, 2, and 3 of subsection C, of this Paragraph III (sometimes collectively called the "Property'"}; provided, however, pollution control equipment installed on the Land which is exempt from ad valorem taxation pursuant to the provisions of sec. 11.31 of the Texas Property Tax Code is exempt from ad valorem taxation and "in lieu of taxes" hereunder. Property included in this Agreement shall not be entitled to an agricultural use exemption for purposes of computing "in lieu of taxes" hereunder. B. On or before the later of December 31, 2008, or 34 days from mailing of tax bill and in like manner an or before each December 31st thereafter, through and including December 31, 2019, Company shall pay to City an amount of "in lieu of taxes" on Company's Property as of January. 1st of the current calendar year ("Value Yaar"}. C. Company and City agree that the following percentages ("Percentage Amount"} shah. apply during each of the Value Years: Value Year 2008: 52% Value Year 2009: 62% Value Year 2010: 62% Value Year 2011: 52•°s Value Year 2012:- b2% Value Year 2013: 52% Value Year 2014: &3% Value Year 2015: b3% Value Year 2015: 63% Value Year 2017: b3% Value Year 2018: 63% Value Year 2419: 53% Company agrees to gay to City an amount of "in lieu of taxes" on Company's land, improvements and tangible personal property in the unannexed area equal to the sum of . 3 1. Percentage Amount of the amount of ad valorem taxes which would be payable to City if all of the Company's Land and improvements which existed on January 1, 2008, and each January ]. thereafter of the applicable Value Year during the term of this Agreement, (excluding amounts which would be so payable with respect to any Substantial .Increase in value of such Land and improvements to which subparagraph 2, below applies), had been within the corporate limits of City and appraised each year by City's independent appraiser, in accordance with the applicable provisions of the Texas Property Tax Code; and Z. {a) On any Substantial Increase in value of the Land, improvements, and tangible personal property (excluding inventory) dedicated to new construction, in excess of the appraised value of same on January 1, 2007, resulting from new construction (exclusive of construction in progress, which shall be exempt from taxation), for each Value Years following completion of construction in progress, an amount equal to Twenty-five percent (250), if construction is completed in Value years 2008 through 2013; and Twenty percent (20%), if construction is completed in Value years 2014 through 2019, of the amount of ad valorem taxes which would be payable to City if all of said new construction had been within the corporate limits of City and appraised by City's independent appraiser, in accordance with the applicable provisions of the Texas Property Tax Code. In the case of new construction which is completed in Value Year 2016 or .later, .and provided, further, that City and Company enter into- an Industrial District Agreement .after the expiration of this Industrial District Agreement, then, and in such events, such new construction sha11 be entitled to additional Value Years under the new Agreement at a •i•wenty percent (a0%) valuation under this subparagraph (a), for a fatal of six (6} Value Years, but not extending beyond Value Year 2022. {b) A Substantial Increase in value of the Land, improvements, and tangible personal property {excluding inventory} as used in subparagraph 2(a} above, is defined as an increase in value that is the lesser of either: i. at least Five percent {5%) of the total appraised value of Land and improvements, on January ~., 2047; or ii. a cumulative value of at least X3,500,000.40. 4 For the purposes of this Agreement, multiple projects that are completed in a Value Year can be cumulated to arrive at the amount for the increase in value. (c} If existing Property values have depreciated below the Property value established on January 1, 2007, an amount equal to the amount of the depreciation will be removed from the calculation under this subparagraph 2 to restore the value to the January 1, 2007, value; and 3. Percentage Amount of the amount of ad valorem taxes which would be payable to City on all of the Company's tangible personal property of every description, located in an industrial district of City, including, without limitation, inventory, (including inventory in a federal Foreign Trade Zone and including Freeport exempted inventory), oil, gas, and mineral interests, items of leased equipment, railroads, pipelines, and products in storage located on the Land, if all of said tangible personal property which existed on January 1, 2008, and each January 1 thereafter of the applicable Value Year during the term of this Agreement, {excluding amounts which would be so payable with respect to any Substantial Increase in value of such tangible personal property to which subparagraph 2, above applies), had been within the corporate limits of City and appraised each year by the City's independent appraiser, in accordance with the applicable provisions of the Texas Property Tax Code. with the sum of ~, 2 and 3 reduced by the amount of City's ad valorem taxes on the annexed portion thereof as determined by appraisal by the Harris County Appraisal District. 4. Notwithstanding the above, should City elect to grant the freeport inventory exemption authorized by Article VIII, Section 1-j of the Texas Constitution and Section 11.251 of the Texas Property Tax Code to taxpayers within the City limits, then the freeport inventory exemption shall apply to parties to this Agreement. Further, should inventory or any other class or type of property become exempt from taxation by constitutional amendment or act of the Texas Legislature (including, but not limited ta, Article VTTT, Section 1-n, of the Texas Constitution and Section 11.253 of the Texas Property Tax Code), such class or type of property shall be exempt for purposes of this Agreement, unless the City Council of the City of La Porte shall by Ordinance provide for the continued taxation of such property under the authority of any applicable provisions of the Texas Constitution and Texas Statutes. 5 5. City and Company acknowledge circumstances might require the City to provide emergency services to Company's Property described on Exhibit "A" attached hereto. Emergency services are limited to fire, police, and public works emergency services. If Company is not a member of Channel Industries Mutual Aid Association (LIMA), Company agrees to reimburse City for its costs arising out of any emergency response requested by Company to Company's property, and to which City agrees to respond. If Company is a member of LIMA, the obligations of Company and City shall be governed by the LIMA agreement, to which agreement City is a party. IV. This Agreement shall extend far a period beginning on the 1st day of January, 2008, and continuing thereafter until December 31, 2019, unless extended for an additional period or periods of time upon mutual consent of Company and City as provided by the Municipal Annexation Act; provided, however, that in the event this Agreement is not so extended for an additional period or periods of time on or before August 31, 201.9, the agreement of City not to annex property of Company within the District shall terminate. In that event, City sha11 have the right to commence immediate annexation proceedings as to all of Company's property covered by this Agreement, notwithstanding any of the terms and provisions of this Agreement. Company agrees that if the Texas Municipal Act, Section 42.044, Texas Local Government Code, is amended after January i, ].994, or any new legislation is thereafter enacted by the Legislature of the State of Texas which imposes greater restrictions on the right of City to annex land belonging to Company or imposes further obligations an City in connection therewith after the annexation of such land, Company will waive the right to require City to comply with any such additional restrictions or obligations and the rights of the parties shall be then determined in accordance with the provisions of said Texas Municipal Annexation Act as the same existed January 1, 1x994. V. This Agreement may be extended for an additional period or periods by agreement between City and Company and/or its assigns even though it is not extended by agreement between City and all of the owners of all land within the District of which it is a part. VI. A. In the event Company elects to protest the valuation for tax purposes set on its said properties by City or by the Harris County Appraisal District for any year or years during the terms hereof. nothing in this Agreement sha11 preclude such protest and 6 Company shall have the right to take all legal steps desired by it to reduce the same. Notwithstanding such protest by Company, and except as otherwise provided in Article VI(B}, Company agrees to pay to City on or before the date therefor hereinabove provided, at least the total. of (a} the total amount of ad valorem taxes on the annexed portions, plus (b) the total amount of the "in lieu of taxes" on the unannexed portions of Company's hereinabove described property which would be due to City in accordance with the foregoing provisions of this Agreement on the basis of renditions which shall be filed by Company. When the City or Harris County Appraisal District (a5 .the case may be} valuation on said property of Company has been. so finally determined, either as the result of final judgment of a court of competent jurisdiction or as the result of other final conclusion of the controversy, then within thirty (30) days thereafter Company shall make payment to City of any additional payment due hereunder, or City shall make payment to Company of any refund due, as the case may be, based on such final valuation, together with applicable penalties, interests, and costs. B. Should Company disagree with any appraisal made by the independent appraiser selected by City pursuant to Article 7r above (which shall be given in writing to Company}, Company shall, within twenty (2 D) calendar days of receiving City's invoice, give written notice to the City of such disagreement. In the event Company does not give such written notice of disagreement within such time period, the appraisal made by said independent appraiser shall be final and controlling for purposes of the determination of "in lieu of taxes" payments to be made under this Agreement. Should Company give such notice of disagreement, Company shall also submit to the City with such notice a written statement setting forth what Company believes to be the market value of Company's hereinabove described property. Both parties agree to thereupon enter into good faith negotiations in an attempt to reach an agreement as to the market value of Company's property for "in lieu" purposes hereunder. If, after the expiration of thirty (3D) days from the date the notice of disagreement was received by City, the parties have not reached agreement as to such market value, the parties agree to submit the dispute to final arbitration as provided in subparagraph 1 of this Article vI (B} . Notwithstanding any such disagreement by Company, Company agrees to pay to City on or before December 31 of each year during the term hereof, at least the total of (a} the ad valorem taxes on the annexed portions, plus (b) the total amount of the "in lieu" payments which would be due hereunder on the basis of Company's written valuations statement submitted to City by Company hereunder, or the total assessment and "in lieu of taxes" thereon for the last preceding year, whichever is higher. 7 1. A Board of Arbitrators shall be created composed of ane person named by Company, one by City, and a third to be named by those two. Tn case of no agreement on this arbitrator in 10 days, the parties will join in a written request that the Chief Judge of the U.S. District Caurt for the Southern District of Texas appoint the third arbitrator who, (as the "Impartial Arbitrator") shall preside over the arbitration proceeding. The sole issue to be determined in the arbitration shall be resolution of the difference between the parties as to the fair market value of Company's property for calculation of the "in lieu" payment and total payment hereunder for the year in question. The Board shall hear and consider all relevant and material evidence on that issue including expert opinion, and shall render its written decision as promptly as practicable. That decision shall then be final and binding upon the parties, subject only to judicial review as may be available under the Texas General Arbitration Act (Chapter 171, "General Arbitration", Texas Civil Practice and Remedies Code). Costs of the arbitration shall be shared equally by the Company and the city, provided that each party shall bear its own attorneys fees. VII. City shall be entitled to a tax lien an Company's above described property, all improvements thereon, and all tangible personal property therean, in the event of default in payment of "in lieu of taxes" payments hereunder, which shall accrue penalty and interest in like manner- as delinquent taxes, and which shall be collectible by City in the same manner as provided by law for delinquent taxes.- VIII. This Agreement shall- inure to the benefit of and be binding upon City and Company, and upon Company's successors and assigns, affiliates and subsidiaries, and shall remain in force whether Company sells, assigns, or in any other manner disposes of, either voluntarily or by operation of law, all or any part of the property belonging to it within the territory hereinabove described, and the agreements herein contained shall be held to be covenants running with the land owned by Company situated within said territory, for so long as this Agreement or any extension thereof remains in force. Company shall give City written notice within ninety {90) days, with full particulars as to property assigned and identity of assignee, of any disposition of the Land, and assignment of this Agreement. IX. If City enters into an Agreement with any other landowner with respect to an industrial district or enters into a renewal of any 8 existing industrial district agreements after the effective date hereof and while this Agreement is in effect, which contains terms and provisions more favorable to the landowner than those in this Agreement, Company and its assigns shall have the right to amend this Agreement and City agrees to amend same to embrace the more favorable terms of such agreement or renewal agreement. x. The parties-agree that this Agreement complies with existing laws pertaining to the subject and that all terms, considerations and conditions set forth herein are lawful, .reasonable, appropriate, and not unduly restrictive of Company's business activities. Without such agreement neither party hereto would enter into this Agreement. Tn the event any one or more words, phrases, clauses, sentences, paragraphs, sections, articles or other parts of this Agreement or the application thereof to any person, firm, corporation or circumstances shall be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of such wards, phrase, clause, sentence, paragraph, section, article or other part of the Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. XI. Upon the commencement of the term of this Agreement, all other previously existing industrial district agreements with respect to said Land shall terminate. xzz. Notices by a party to the other party hereto, shall be mailed or delivered as follows: To the City of La Porte: City Manager City of La Porte 6d4 West Fairmont Parkway La Porte, Tx 77571 To Company: ~.inr~~ G-~s ~or~~ ~-~~,ri Cc , l ~ l'- (COMP ) Attention: ~c~~r Department ~ ~ J C3 ~' `f Company shall promptly notify City of any change of ownership of Property, any assignment of this Agreement, and of any change of billing address. Company shall notify City annually, on or before June 1, of any changes to the following information: Plant Manager Name : ~os Address: I l ~(~ c~,c ta~~e~ Phone : ~ - ~ ~ Fax: Email: ~~~sl.. urn C~? ~s~~. Ceo+, Tax Agent/Bil~.ing Contact Name• Address: Phone: Fax: Email: S~ ENTERED INTO effective the 1st day of January, 2008. { C~ ~ PANY ) gy ; . -~ ,~ .. Name: ~ ~~ ~ , ~'. ~ Title : S s e"~'~"~ s.c'T '~-~_~4 ~~1~ ~ Address : ,~-~ S r~t ~ ~ ~•r ti `~ ,~ <.: t~ . r~ ~ ~. rz €~ :r ~ C : f 1 ~ . ~ ATTEST: .City Secreta TY OF LA FO~RT~E Alton E. Porter Mayor APPRO D: Knox W. Askins City Attorney City of La Porte P.Q. Box 1218 La Porte, TX 77572-1218 281.71.1886 281.471.2047 fax knoxaskinsQcomcast.net By: Jo Jo s A ista City Manager CITY OF LA FORTE 604 West Fairmont Parkway La Porte, TX 77571 10 STATE OF COUNTY OF T~ § ~S~§ ~,, This instrument was acknowledged before me on the ~~day of __ of ~,~.,~. .!~~„ d7~ : LAC corporati n, a ta~i~~~~,~~ corporation, on behalf of said entity. . ~U ~.-~~--, /~ Notary Public, State of was. ~"? (~ SHARON G. SpiRIT4 A notary Pubiie, State of NewJersey My Commission Expires Uet 4, 2ppg STATE OF TEXAS § COUNTY OF HARRIS § This instrument C~Ac~t 200, Porte, a municipal 4s ~~ps© ~ ~~',? ~~~R Y pGm ~(1 ~'~ cZn ~ m ~~`~ QF S~~'PT~ ~ 2 zy Q `F~'AlRES .•• 3 was acknowledged before me on the 1~ day of by Alton E. Porter, Mayor of the City of La corporation, o ehalf of said entity. N Lary Public, State of Texas ~~ "EXHIBIT An (Metes and Bounds Description of Land) 12 PARCEL 1 FIELD NOTES of a 28.6903 acre tract of land situated in the Enoch Bnnsoa Survey, Abstract 5, Harris County, Texas and being out of and a part of that certain 23.2845 acre tract conveyed by Syngas Company to National Distillers & Chemical Corporation by deed dated December 31, 1985, and recorded in County Cleric's File No. K905990 of the Official Public Records of Real Property, Harris County, Texas; out of and a part of that certain 20.9426 acre tract called Parcel No. 2 described in deed from E. I. DuPont De Nemours & Company to National Distillers & Chemical Corporation dated December 31, 1986, and recorded in County Clerk's File No. K9U5991 of the Official Public Records of Real Property, Harris County, Texas; out of and a part of Lots 1, 2 and 3 of the A. 0. Blackwell Subdivision according to the map of record in Volume 83 at Page 343 of the Decd Records of Harris County, Texas; and out of and a part of Lots 4$, 49 and 50 of the Strang Subdivision according to the map of record in.Volume 75 at Page 22 of the Decd Records of Harris County. Texas. This 28.6903 acre tract of land is more particularly dZSCribed by the following metes and bounds, to-wit: NOTE: ALL BEARINGS AND COORDINATES REFER TO THE QUANT[1M PLANT' COORDINATES AND BEARNGS. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING 'T`HIS METES AND BOUNDS DESCRIPTION. BEGINNING at a 1 inch imn rod found in concrete for the Westernmost Northwest corner of the heretofore mentioned 23.2845 acre tract and the East line of that certain 10.43 acre tract conveyed by Natianai Distillers & Chemical Corporation to Coastal Industrial Water Authority by deed dated October 29, 1976, and recorded in County Clerk's File No. F014215 of the Official Public Records of Real Property, Harris County, Texas, at the Southwest comer of that certain 32.6510 acre tract of land conveyed by Millennium Petrochemicals, I~nc. to Etlrristar Chemicals, L.P. by deed recorded in County Clerk's File No. 5933609 of the Official Public Records of Real Property, Hams County, Texas. Said 1 inch iron, rod being the Westernmost Northwest corner and POINT OF BEGINNING of said 28.6903 acres herein descn~bed. From this BEGINNING comer a l inch iron rod found in concr~e at the intersection of the North right-of--way line of Strang Raad (60 feet wide right~f--way) and the East right-af--way line of Miller Cut-Off Road (50 fcef wide right-of-way) beazs South 53 deg. 53 min.. 10 sec. West a distance of 314b.92 feed. This BEGINNING comer has a Quanttun Coordinate Value of South 910.05 and East 454437. THENCE: North 41 deg. 25 min. 22 sec. East along the West line of said 28.6903 acres herein d~nbcd (same being the West line of said 23.2845 acres and the South line of said 32.6510 acres} for a di.;,,a;,,;,~ of o`a0.7 i ieet is a i~~ inch iron rod found for the Northernmost Northwest corner of this tract, the Northernmost Northwest comer of said 23.2845 acres and as angle point in the South line of said 32.6510 acres. ttoc~v~.~am~ PAGE 2 - 28<6903 ACRES. THENCE: South 89 dcg. 59 min. 25 sec. East along the North tine of said 28.6943 sorts herein described (same being the Narth tint of said 23.2845 acres and the South line of said 32.6510 acres} far a distance of 450.77 feet t4 a point in the East line of said Lot 3 of said Blackwell Subdivision at the short line of San }acinto Bay for the Northeast carver of said 2$.6903 acres heroin described; the Southeast corner of said 32.6514 acres and the Northeast corner of said 23.2845 acres. THENCE: Along and with the mt~dcrs of the shore line of said San Jacinto Bay (same being the East lznc of said 23.2845 acres, the East line of said 28.6903 acres herein described and the East line of Lois 3 and 2 of said Blaclcwcll Subdivision) the following courses and distances: South 14 dcg. 22 min. 22 sec. East - 25.05 feet. Sauih 30 deg. 4b min 36 sec. East - 144.18 feet. North 86 deg. 59 rain. 29 sx. East - 33.88 feet. South 44 dcg. 44 min, 06 sec. East - 61.43 feet. South 22 dcg. 58 min. 54 sec. East - 20.64 feet. South 41 deg. 23 min 39 sec. West - 22.89 feet. South 48 deg. 31 min. 53 sec. East - 9.69 feet. North 47 deg. 11 min 13 sec. East - 10.99 feet. South 32 deg. 29 min. 48 sec. East - 188.08 feet. '1`l'iENCE: Along and with the meanders of the shore lint of said San 1~acinto Bay (same being the East lint of said 23.2845 acres, the East line of said 28.6903 a~cras herein described and the East line of said I,ot 2 of said Blackwell Subdivision) South 46 deg. 24 min. 09 sec, East a distance of 24.10 feet to a point for an exterior corner of said 28.6903 acres herein described and the Northernmost corner of that certain 12.1206 acre tract surveyed this date. 'T`HENCE: South 40 deg. 37 min. 28 sec. West along an interior line of said 2$.6903 acres herein described (same being the Northernmost West line of said 12.1206 acres surveyed this date} and at 78.90 feet pass a lr2 inch iron rod set far reference, and at a total distance of 132.58 feet seta 1R inch iron rod for an interior corner of said 28.6903 acres herein described; same bring an exterior Northwest corner of said 12.1206 acres surveyed this date. `T'HENCE: South 46 deg. 51 min. 43 sec. East along an interior lino of said 28.6903 acres herein described (same being an exterior line of said 12.1206 acres surveyed this dale} for a distaace of 79.85 feet to a 1r1 inch iron rod set far an interior corner of said 28.6943 acres herein described and an interior comer of said 12.1206 acres surveyed this dais. THENCE: North 85 dcg. 48 min. 16 sec. East along an interior line of said 28.6903 acres herein described (same being an exterior line of said 12.1206. acres surveyed this date) far a distance of 27.97 fcet to a 112 inch ir+an rod set for arr exterior comer of said 28.6903 aces herran described and an interior comer of said 12.1206 acres surveyed this date. : ~,~r,~ ~. PAGE 3 - 28.5903 ACRES. THENCE: South 45 deg. 33 min. 16 sec. East along an exterior line of said 28.5903 acres herein described {same being an interior line of said 12.1206 acres surveyed this dais} for a distance of 253.68 feet to a 112 inch iron rod set for an exterior comer of said 28.5903 acres herein described and an interior corner of said 12.1206 acres surveyed this date. THENCE: South OS deg. 34 min. 29 sa. West along an exterior line of said 28.5903 acres herein described (same being an interior lint of said 12..1206 acres surveyed this date} for a distance of 60.12 feet to a 1C1 inch iron rvd set for an exterior comer of said 28.5903 acres heriint described and an interior comer of said 12.1206 acres surveyed this date. THENCE: South 40 deg. 53 min. S6 sec. West along an exterior line of said 28.5903 acres herein described (same being an interior line of said 12.1206 acres surveyed ties daft} far a distance of 159.81 feet to a 112 inch ima rod set for an exterior comer.af said 28.6903 acres herein described and an interior coiner of said 12.1206 acres surveyed this data TI~NCE: North 49 deg., 21 min. 00 sec. West along an exterior line of said 28.4903 acres herein described (same being an interior line of said 12.1206 acres surveyed this date} for a distance of 64.04 feet Eo a lf2 inch iron rod set for an interior tamer of said 28.6903 acres heroin descrbed and an exterior comer of said 12.1206 acres surveyed this date. T1~NCE: South 43 deg. 1 S min. 47 sec. West along an interior line of said 28.6903 acres herein described (same being an exterior line of said 12.1206 acres surveyed this date) for a distance of 93.31 feet to a 1!2 inch iron rod set for an exterior comer of said 28.6903 acres herein described and an interior comer of said 12.1206 acres surveyed this date. 'I~~NCE: North 48 deg. 53 min. 14 sec. West along as exterior line of sand 28.5903 acres herein described {same being art interior lice of said 12.1206 acres surveyed this date) for a distance of 193.93 feet to a 112 inch iron rod set for an interior comer of said 28.6903 acres herein descabed and an interior comer of said 12.1206 acres surveyed this date. THENCE: South 41 deg. 42 min. 31 sec. West along an interior line of said 28.6903 acres herein described (same being as exterior line of said 12.1106 acres surveyed this date) for a distance of 344.09 feet to a lf2 inch imn rod set for as interior corms of said 28.6903 acres herein descmbed and the Westernmost exterior coma of said 12.1206 acres surveyed this date. THENCE: South 48 deg. 03 min. S3 sec. East along an interior line of said 28.6903 ears herein described (same being an exterior line of said 12.1206 acres surveyed this date) for a distance of 117.35 feet to a point for ear exterior corner of said 28.6903 acres herein described and an interior comer of said 12.1206 acres surveyed this date. xouoa:~sa4n.z PAGE 4 - 28.6903 ACRES. THENCE: South 42 deg. 43 min. 57 sec. West along an exterior Line of said 28.6903 acres herein described {same being an interior Line of said 12.1205 acres surveyed this date} for a distance of 23.43 feet to a point for an interior corner of said 28.6903 acres herein described and an exterior comer of said 12.1206 a,cres surveyed this date. 'T`HENCE: South 47 deg. 57 min. 24 sec. East along an interior line of said 28.6903 acres herein described (sane being an exterior line of said 12.1206 acres surveyed this date} for a distance of 72.93 feet to a point for an exterior comer of said 28.6903 acres herein described and an interior comer of sand 12.1206 acres surveyed this date. 'THENCE: South 41 deg. 27 min. O5 sec, West along an interior line of said 28.6903 acres herein described (same being an exterior line of sand 12.1206 acres surveyed this daft) far a distance of 1298 Fat to a paint for an interior comer of said 28.6903 acres herein described and an exterior . comer of said 12.1206 acres surveyed this date. THENCE: South 47 deg. 24 min. 52 sec. East along an interior tine of said 28.5943 acres herein described (same being an exterior line of said 12.1206 acres surveyed this date) for a distance of 72.93 feet to a 112 inch iron rod set for an interior comer of said 28.6903 acres herein described and an exterior comer of said 12.1206 acres surveyed this date. `~ THENCE: North 41 deg. 26 min. I8 sec. East along as exterior line of said 28.6903 acres herein described (same being an interior tine of said 12.1205 acres surveyed this date) for a distance of 226.13 feet to a 112 inch iron rod see for an exterior comer of said 2$.6903 acres herein described and an interior comer of said 12.1206 acres surveyed this date. THENCE: South 48 deg. 42 min. 03 sec. East along an exterior line of said 28.6903 acres herein d~bed (same being an interior line of said 12.1206 acres surveyed this daft) for a distance of 617.93 feet to a 112 inch iron rod set for ara exterior corner of said 2$.6903 acres herein described and an interior corner of said 12.1205 acres surveyed this date. This corner is in the West or Northwest line of 14.4060 acres surveyed this date. THENCE: South 4 i deg. 23 min. 52 sec. West along the East or Southeast line of said 2&.6903 acres herein described (same being the West ar Northwest line of said 14.4060 acres surveyed this daft) for a distance of 17.43 feet to a feace comer post for an interior tamer of said 28.6903 acres herein d~,;~'~; same being an exterior comer of said 14.4060 acres surveyed this date. THENCE: South 48 deg. 51 min. 09 sec. East along an exterior line of said 2$.6903 acres herein described (same being an interior line of said 14.4060 acres surveyed this date] for a distance of i 6.3 $ feet to a fence comer post for an exterior corner of said 28.6903 acres herein described and an interior comer of said 14.4060 acres surveyed this date. . HOCl03: 1114771 PAGE 5 - 28.6943 ACRES. THENCE: South 41 deg, l2 min. 20 sec. West along as exterior line of said 28.b943 acres herein described (same being an interior line of said 14.4060 acres surveyed this date) for a distance of 5T.37 feet to a fence corner post for the Southcrnmvst comer of said 28.5903 acres hcrcia described and an interior comer of said 14.4060 acres surveyed this date. . 'T'HENCE: North 49 deg. 18 thin. 43 sec. West along an exterior fine of said 28.5943 acres herein described (saute being an exterior lint of said 14.4454 acres surveyed this date) for a distance of . 227.23 feet to a fend corner post for an angle point in said line. THENCE: North 8S deg. 30 min. 55 sec. West slang an exterior Iinc of said 28.6443 acres herein described (same being an exterior lint of said 14.4064 acres surveyed this date) for a distance of 20.44 feet to a fence corner past for an exterior corner of said 28.6943 acres herein described and an interior corner of said 14.4460 acres surveyed this data THENCE: North 49 deg. 52 min. SS sec. West along an exterior line of said 28.6903 acres herein described (same being an exterior line of said 14.4050 acres surveyed this date) for a distance of 107.17 feet to an 80 permy nail set for an interior comer of said 28.6903 acres herein descn~ed and an exterior corner of said 14.4060 acres surveyed this date. 'T1~CE: South 41 deg. 54•tnin. 12 sec. West along an exterior Tine of said 28.6903 acres herein "' described and an exterior line of said 14.4060 acre tract surveyed this date and at 115.21 feet pass a 112 inch iron rod set for reference and at a total distance of 16826 feet a point far an exterior corner of said 28.6903 acres herein described and an interior corner of said 14.4064 acres surveyed this date. ~- 'THENCE: North 48 deg. 49 min. 48 sec. West along an exterior line of said 28.6903 acres herein described {same being an interior line of said 14.4064 acres surveyed this date) for a distance of 54.84 feet to a 112 inch iron rod set far an exterior comer of said 28.5903 ayes herein d~;nbcd and an interior corner of said 14.4060 acres surveyed this date. THENCE: North 40 deg. 43 min., 24 sec. East along as exterior line of said 28.5903 setts herein described (same being an interior line of said 14.4050 acres surveyed this date) for a distance of 26.63 feet to as "x" in concrete for an interior corner of said 28.5943 acres herein descn3ai and an exterior cornea of said 14.4060 acres surveyed this date. THENCE: North 48 deg. 44 min. 26 sec_ West along an interior Tine of said 28.6903 sears herein described (same being an exterior line of said 14.4050 acres surveyed this date) for a distance of 62.17 feet to a 112 inch iron rvd set for an interior comer of said 28.6903 sexes herein descabed and an exterior corner of said 14.4060 acres surveyed this date. ~a~m: Farms ~. PAGE 6 - 28.6903 ACRES. THENCE: South 41 deg. 43 min. S8 sec. West along as interior line of said 28.6903 acres herein described (same being an cxterior line of said 14.4060 acres surveyed this date) for a distance of 99.07 feet to a P.K. Nail set for an interior comer of said 28.6903 acres herein described (same being an exterior corner of said 14.4060 acres surveyed this date). THENCE: South 4$ deg. 03 min. 56 sec. Fast along an interior line of said 28.6903 acres herciri described {same being an exterior lint of said 14.4060 acres surveyed this date) for a distaaca of 21.56 feet to an "x" in concreic for an cxterior comer of said 28.6903 acres herein described and an interior corner of said 14.4060 scats surveyed this date. THENCE: South 38 deg, S8 min. 27 sec. West along an cxterior lin*, of said 28.6903 acres herein described {same being as interior lino of said 14.4060 acres surveyed this dAte} for a distance of 114,92 feet to a i/2 inch imn rod set for the Southernmost Southeast corner of said 28.6903 acres herein described and the Northwest corner of said 14.4060 acres surveyed this date in the Nor~east line of that certain 0.776 of an acre of land conveyed to Humble Oil & Refining Company by Herbert W Grainger, ct al, in decd dated June 4, 1954, and rcaorded in Volume 2796 at Page 192 of the Deed Records of Harris County, Texas. 'THENCE: North 48 deg. 26 min. 10 sec. West along the South or Southwest line of said 2$.6903 acres herein described (same being the North or Northeast Zinc of said 0.776 of an acre tract, the South or Southwest line of said 20.9426 acres sad the South or Southwest line of said 23.2845 ~) for a distance of 509.23 feet to a 1C2 inch iron rod found in the West line of said Lot 49 and the East line of said Lot 48 of said Strang Subdivision at the Northwest corner of said 0.776 of an acre of land and the Northeast corner of that certain 0.727 of an acre tract of land called Tract 2 and conveyed to Humble Oil & Refining Company by Carl C. Patrick in deed dated June 2, i 954, sad recorded in Volurac 2796 at Page 260 of the Deed Records of Harris County, Texas; for an angle point is said line. THENCE: North 48 deg. 42 min. 10 sec. West along the South or Southwest liar of said 28.5903 acres herein descn~bed (same being the North or Northeast line of said 0.727 of an acre and the South or Southwest line of said 23.2845 acres) for a distance of 730.00 feet to a 1!2 inch imn rod found is the East Liao of the heretofore mentioned 10.43 acre tract for the Westernmost Southwest comer of said 28.6903 acres herein described, the Northwest corner of said 0.727 of an acre tract and the Westernmost Southwest corner of said 23.2845 acres. THENCE: North 00 deg. 06 min. Z4 sec. West slang West line of said 28.6903 acres hcr,ein described (same being the West line of said 23.2845 acres and the East line of said 10.43 acmes) far a distance of 240.18 feet to the PLACE OF BEGINNING sad caataining within these boundaries 28.6903 acres of land. SURVEYED: October, November, December, 1998, and January AD. 1999 Houo3: i~r~a EXHIBIT B" Attach Plat reflecting the ownership boundary lines; a site layout, showing all improvements, including pipelines and railroads, and also showing areas of the Land previously annexed by the City of La Porte.) 13 rtE%HIBIT C" Page 1 of 3 RULES AND REGULATIONS Any portion of Land constituting a strip of land 100' wide and contiguous to either Fairmont Parkway, State Highway 225, or State Highway 146 shall be subject to the following rules and regulations pertaining to new signage, screening, driveways and median crossovers. These rules and regulations shall apply after the effective date of this Agreement when Company develops or constructs improvements on vacant Land described in Exhibit °A" which is adjacent to Fairmont Parkway, State Highway 225, or State Highway 146. 1. Any sign erected in said 100' strip of land shall be subject to the following provisions: • One freestanding identification sign shall be permitted for each side of an industrial establishment that fronts on an improved public right-of-way. • Freestanding identification signs for single tenant buildings shall not exceed 150 square feet in area. • One freestanding identification sign for identifying multiple businesses is allowable at the intersection of improved public rights-of-way. • Freestanding identification signs for multiple businesses shall not exceed 350 square feet. • Freestanding identification signs shall not exceed 45 feet in height. • Minimum setback for sign construction shall be ten (10} feet from property lines. 2. When Land adjacent to said 100' strip is developed, the initial 50' of said strip beyond any existing pipeline easement contiguous to either Fairmont Parkway, State Highway 225, or State Highway 146 shall be screened by one of the following techniques: a) Leaving in place existing trees. vegetation, underbrush, etc. to provide a thorough and effective visual screening of the development. Existing trees shall, together with other vegetation and underbrush, create a continuous visual screen. 14 EXHIBIT CR Page 2 of 3 b) The use of earthen berms with approximately 3:1 side slopes, 50' wide at the base and 8' high. The berms may be landscaped with a combination of trees, shrubs, and ground cover. All berms and landscaping will be maintained by the property owners. c) A screening plan, to be approved by the City, that includes a combination of trees, shrubs, and ground cover that after 5 years growth will be at least 20 feet in height and shall, together with shrubs and ground cover, create a continuous visual screen. Provided, however, in public utility easements or rights-of-way, the vegetation shall be installed and maintained in a manner which is acceptable to the public utility company, and does not interfere with the operation and maintenance of the public utility facilities. For items b and c above, the actual length of required screening along the roadway will be equal to the length of the new development that is parallel to the roadway. Screening shall not be required for new development that is to the rear of or behind existing facilities. In all cases the 50' strip, along the entire roadway frontage, shall be dedicated as a landscape easement and shall be kept free from any improvements except for approved driveway access and identification signs. For cases of new development or improvements where a 50' landscape easement is not available or practical, Company shall meet with City to determine a suitable landscaping alternative. d} Fn the case of land contiguous to Fairmont Parkway, in addition to the other requirements of these Rules and Regulations, Company shall dedicate to City by Plat a ten foot (10') wide pedestrian and bicycle easement, extending along Company's Fairmont Parkway boundary, within the fifty foot (50'} landscape easement. The pedestrian easement shall not be within any pipeline facility, except for necessary crossings. 3. Driveways opening from said strip of land onto State Highway 225 or State Highway 146 shall be subject to the rules and regulations of the Texas Department of Transportation and provisions of the City's Code of Ordinances, whichever is more restrictive. Driveways opening from said strip of land onto Fairmont Parkway shall be subject to the rules and regulations of Harris County and provisions of the City's Cade of Ordinances, whichever is more restrictive. 15 ~E%HIBIT C'~ Page 3 of 3 4. Driveways opening from said strip of land onto Fairmont Parkway shall be approved by the City and may require the installation of separate acceleration/deceleration lanes.. 5. Installation of a median crossover an Fairmont Parkway shall be subject to the approval of both Harris County and City. I6 .