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HomeMy WebLinkAboutRES 17-176RESOLUTION NO. 17-176 WHEREAS, the City of Beaumont has been approached by Enterprise Refined Products Company, LLC with a proposal for the construction of new crude oil storage tanks, pipeline interconnects and distribution system at its existing Beaumont facility; and, WHEREAS, this project is intended to bolster local economic development by stimulating business and commercial activity within the city; and, WHEREAS, the developers have approached the City seeking economic development incentives in the form of tax abatements and have filed an application with the City for Chapter 312 economic development incentives; and, WHEREAS, the application has been reviewed and it has been determined that the proposed project does satisfy the purpose and goals of the program in that it will enhance the City's economic base and diversify and expand job opportunities; and, WHEREAS, in order to maintain sufficient controls to ensure that the public purpose is carried out, it is necessary to enter into a tax abatement agreement with the developer establishing the expectations and terms of the transaction; and, WHEREAS, the City Council is of the opinion that approval of an application for Chapter 312 economic development incentives and entering into a tax abatement agreement with Enterprise Refined Products Company, LLC for the construction of new crude oil storage tanks, pipeline interconnects and distribution system at its existing Beaumont facility are in the best interest of the City of Beaumont and its citizens; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, THAT approval of an application for Chapter 312 economic development incentives for Enterprise Refined Products Company, LLC for the construction of new crude oil storage tanks, pipeline interconnects and distribution system at its existing Beaumont facility is hereby approved; and, BE IT FURTHER RESOLVED THAT the City Manager be and he is hereby authorized to execute a tax abatement agreement with Enterprise Refined Products Company, LLC for the construction of new crude oil storage tanks, pipeline interconnects and distribution system at its existing Beaumont facility. The agreement is substantially in the form attached hereto as Exhibit "A," and made a part hereof for all purposes. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of August, 2017. STATE OF TEXAS § COUNTY OF JEFFERSON § CHAPTER 312 TAX ABATEMENT AGREEMENT between CITY OF BEAUMONT, TEXAS and ENTERPRISE REFINED PRODUCTS COMPANY LLC This Tax Abatement Agreement (AGREEMENT) .is made, entered, and executed in duplicate originals between the CITY OF BEAUMONT, TEXAS, acting through its City Council (CITY), and ENTERPRISE REFINED PRODUCTS COMPANY LLC, a Texas limited liability company (ENTERPRISE), the owner of taxable property within the CITY located within the Gatsby Reinvestment Zone as more particularly described below (Reinvestment Zone). AUTHORIZATION 1.01 This AGREEMENT is authorized by the Texas Property Redevelopment and Tax Abatement Act, Texas Property Tax Code (Tax Code), Chapter 312, as amended, and by authorization of the Jefferson County Commissioners Court (County) following its designation of the Reinvestment Zone, and is effective on January 1, 2018 (Effective Date). 1.02 ENTERPRISE filed an application for tax abatement for the Project with the CITY on July 11, 2017, and the CITY authorized the abatement proposed by this this AGREEMENT on , 2017. Chapter 312 Tax Abatement Agreement 1 EXHIBIT "A" Enterprise/City of Beaumont II. DEFINITIONS 2.01 As used in this AGREEMENT, the following terms shall have the meanings set forth below: a. "Ad Valorem Taxes" means with respect to any property tax year, all ad valorem taxes collected by the CITY on the Eligible Property for that tax year. For the purposes of this AGREEMENT, Ad Valorem Taxes collected by the CITY shall not include penalties, interest, or attorneys' fees. b. "Affiliate" of any specified person or entity means any other person or entity, which, (i) directly or indirectly, through one or more intermediaries, controls, or is controlled by, or (ii) is under direct or indirect common control with such specified person or entity. For the purposes of this definition, "control" when used with respect to any person or entity means (a) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities of such person or entity; or (b) the right to direct the management and operations of such person or entity, directly or indirectly, whether through the ownership of (directly or indirectly) of securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. C. "Commercially Reasonable Efforts" means, as to a Party hereto, an undertaking by such Party to perform or satisfy an obligation or duty or otherwise act in a manner reasonably calculated to obtain the intended result by action or expenditure not disproportionate or unduly burdensome under the circumstances, which means, among other things, that such Party shall not be required to (i) expend funds other than for payment of the reasonable and customary costs and expenses of employees, contractors, counsel, consultants, representatives or agents of such Party in connection with the performance or satisfaction of such obligation, duty or other action or (ii) institute or settle any litigation or arbitration as a part of its reasonable efforts. d. "Eligible Property" means the buildings, structures, fixed machinery and equipment, process units including all integral components necessary for operations, site improvements, infrastructure, and that office space and related fixed improvements necessary to the operations and administration of the Project. During the construction phase of the Eligible Property, ENTERPRISE and/or the Enterprise Affiliates may er 312 Tax Abatement Agreement 2 Enterprise/City of Beaumont make such Change Orders to the Eligible Property as are reasonably necessary to accomplish its intended use. e. "Enterprise Affiliates" means those Affiliates of ENTERPRISE that own the portions of the Project and/or the Property that are not owned by ENTERPRISE. f. "Force Majeure" means an event or occurrence caused by (a) provisions of law, or the operation or effect of rules, regulations or orders promulgated by any governmental authority having jurisdiction over ENTERPRISE, the applicable Enterprise Affiliates, or the Project; (b) any demand or requisition, arrest, order, request, directive, restraint or requirement of any government or governmental agency whether federal, state, military, local or otherwise; (c) the action, judgment or decree of any court; (d) floods, storms, hurricanes, evacuation due to threats of hurricanes, lightning, earthquakes, washouts, high water, fires, acts of God or public enemies, wars (declared or undeclared), blockades, epidemics, riots or civil disturbances, insurrections, strikes, labor disputes (it being understood that nothing contained in this AGREEMENT shall require ENTERPRISE or the applicable Enterprise Affiliates to settle any such strike or labor dispute), explosions, breakdown or failure of plant, machinery, equipment, lines of pipe or electric power lines (or unplanned or forced outages or shutdowns of the foregoing for inspections, repairs or maintenance), inability to obtain, renew or extend franchises, easements or rights of way, licenses or permits, loss, interruption, curtailment or failure to obtain electricity, gas, steam, water, wastewater disposal, waste disposal or other utilities or utility services, inability to obtain or failure of suppliers to deliver equipment, parts or material, or inability of ENTERPRISE or the applicable Enterprise Affiliates to receive product into, or to ship or transport product out of their respective facilities; or (e) any other cause (except financial), whether similar or dissimilar, over which ENTERPRISE or the applicable Enterprise Affiliate(s) have no reasonable control and which forbids or prevents performance. g. "Parties" means collectively the CITY and ENTERPRISE, and "Party" means the CITY or ENTERPRISE, as the case may be. h. "PILOT Payment" means the amounts provided'in Section 3.05 of this AGREEMENT. Chapter 312 Tax Abatement Agreement 3 Enterprise/City of Beaumont "Pro'ect" means the new hydrocarbon storage and distribution facilities to be constructed by ENTERPRISE on the Property described in Exhibit "A." The Project will be constructed adjacent to but separate from existing hydrocarbon storage and distribution facilities owned by Enterprise. "Property" means the land on which the Project will be developed as described in the legal descriptions and depicted on the plats and maps of the Reinvestment Zone attached hereto as Exhibit "A." k. "Term" means the period commencing on the Effective Date and ending on the Termination Date. "Termination Date" means December 31, 2027. 2.02 The Reinvestment Zone Tax Abatement Policy created by The City of Beaumont were adopted by the CITY and are incorporated herein by reference. All definitions set forth therein are applicable to this AGREEMENT. III. ENTERPRISE REPRESENTATIONS / OBLIGATIONS ENTERPRISE agrees as a condition of receiving the benefits of this AGREEMENT: 3.01 Proiect: To construct, and/or to cause the Enterprise Affiliates to construct the Project on the Property described on Exhibit "A" at the estimated construction cost (based upon current estimated costs of labor and materials) set forth below: Total Estimated Construction Cost: $ 209,500,000 3.02 Employment: To maintain from the date of completion of the Project until the Termination Date an employment level of not less than five (5) full-time employees at the Project. 3.03 Reporting: To certify annually to the CITY that ENTERPRISE is in compliance with each applicable term of this AGREEMENT within 30 days after the end of each calendar year, commencing January 30, 2019. 3.04 Local Sourcing: To make Commercially Reasonable Efforts, with respect to any contracts for the purchase of supplies and services in connection with construction of the Project that are let to bid after the Effective Date, to identify and ensure that qualified Jefferson County vendors, suppliers, and sub -contractors are given the opportunity to bid on such contracts. Chapter 312 Tax Abatement Agreement 4 Enterprise/City of Beaumont 3.05 PILOT Payments: To timely pay all PILOT Payments for the Project to the CITY in the amounts provided and on the respective PILOT Payment Dates indicated in Exhibit "B." IV. ABATEMENT AND TERM OF AGREEMENT 4.01 During the Term of this AGREEMENT, there shall be granted and allowed hereunder to ENTERPRISE by the CITY, and any taxing districts for which the CITY by statute levies Ad Valorem Taxes or approves the tax rate, a one hundred percent (100%) property tax abatement on the Eligible Property in consideration for the payment of the agreed PILOT Payments in Exhibit "B" (Abatement). 4.02 The Abatement provided for in this AGREEMENT shall be effective on the January 1, 2019 tax valuation date for the Project, as authorized by Section 312.007 of the Tax Code. 4.03 In no event shall the Abatement for the Project exceed a period of eight (8) years, in accordance with state law. 4.04 During the Abatement, in lieu of the property taxes abated pursuant to the terms of this AGREEMENT, ENTERPRISE shall pay to the CITY an amount, per tax year, set forth in the PILOT Payment schedule attached hereto as Exhibit "B." Neither ENTERPRISE nor its successors and assigns shall claim, demand, sue for or otherwise seek to recover any amount paid the CITY pursuant to this AGREEMENT; provided the foregoing shall in no event prevent ENTERPRISE from exercising all of its rights and remedies (including contest of such appraised value and the taxable value so abated) with respect to the determination by the Chief Appraiser of Jefferson County Appraisal District of the certified appraised value of the Property and the taxable value abated pursuant hereto. V. ADMINISTRATION 5.01 Compliance inspections under this AGREEMENT shall be administered on behalf of the CITY by its City Manager. ENTERPRISE shall allow employees and/or representatives of the CITY who have been designated by the City Manager to have reasonable access to the Project during normal business hours during the Term to inspect the Project to determine compliance with the terms and conditions of this AGREEMENT. All inspections will be made only after the giving of five (5) business days' prior notice and will only be conducted in such manner as to not unreasonably interfere with the construction and/or operation of the Project. Inspections will be made in the company of one or more representatives, including at least one property tax representative of ENTERPRISE and in accordance with ENTERPRISE's safety standards, rules, procedures and execution of documentation Chapter 312 Tax Abatement Agreement 5 Enterprise/City of Beaumont required by ENTERPRISE to acknowledge the review and compliance with same by those conducting the inspections and a release of ENTERPRISE from liability. 5.02 Upon completion of the Project, the CITY shall annually evaluate the Project to ensure compliance with the terms and provisions of this AGREEMENT and may report possible defaults to the CITY's attorney. 5.03 The Chief Appraiser of the Jefferson County Appraisal District shall annually determine (i) the taxable value of the Eligible Property pursuant to the abatement terms of this AGREEMENT; and (ii) the full taxable value of the Eligible Property without the abatement terms provided herein. The Chief Appraiser shall record both the abatement taxable value and the full taxable value in the appraisal records. The full taxable value listed in the appraisal records shall be used to compute any recapture. Each year ENTERPRISE shall furnish the Chief Appraiser with the information required by Chapter 22 of the Tax Code. Such information shall also be provided to the CITY in the preparation of its annual evaluation for compliance with this AGREEMENT. In the event that a recapture of taxes is instituted under Section 7.04 of this AGREEMENT, the total of all payments made by ENTERPRISE according to the PILOT Payment Schedule attached hereto as Exhibit "B" shall be credited as an offset against all tax payments sought to be recaptured by the CITY. VI. LIABILITY 6.01 No Assumption: By this AGREEMENT, ENTERPRISE assumes no obligation, duty, or other responsibility with regard to any governmental function or service for which the CITY is responsible that is not otherwise addressed by this AGREEMENT. In addition, ENTERPRISE assumes no legal liability for the actions of the CITY through the execution -of this AGREEMENT. The CITY individually assumes no obligation, duty or other responsibility with regard to any duty, right, obligation or responsibility associated with the Project for which ENTERPRISE is responsible that is not otherwise addressed by this AGREEMENT. In addition, the CITY assumes no legal liability for the actions of ENTERPRISE or its successors or assigns by virtue of its execution of this AGREEMENT. 6.02 Agents: Each Party to this AGREEMENT agrees that it shall have no liability for the actions or omissions of the employees, agents, directors, members, trustees or representatives of any other Party, and each Party is solely responsible for the actions and omissions of its own employees, agents, directors, members, trustees or representatives. Chapter 312 Tax Abatement Agreement 6 Enterprise/City of Beaumont VII. DEFAULT 7.01 Events of Default: During the Term, the CITY may declare a default hereunder by ENTERPRISE if ENTERPRISE (i) fails to commence construction of the Project within one (1) year after the Effective Date, (ii) refuses or neglects to comply with any of the terms of this AGREEMENT, or (iii) if any representation made by ENTERPRISE in this AGREEMENT is false or misleading in any material respect. 7.02 Notice and Cure: If the CITY declares ENTERPRISE to be in default of this AGREEMENT, the CITY shall notify ENTERPRISE in writing prior to the end of the abatement period, and if such default is not cured within sixty (60) days from the date of such notice (such sixty (60) day period, or such longer period as is provided for in this Section 7.02 being referred to as the "Cure Period"), then this AGREEMENT may be terminated or modified; provided, however, that in the case of a default for causes beyond ENTERPRISE's reasonable control which cannot with due diligence be cured within such sixty (60) day period, the Cure Period shall be deemed extended if ENTERPRISE (i) shall immediately, upon the receipt of such notice, advise the CITY of ENTERPRISE's intention to institute all steps necessary to cure such default and (ii) shall proceed to cure. Any notice of default under this AGREEMENT shall prominently state the following at the top of the notice: NOTICE OF DEFAULT UNDER TAX ABATEMENT AGREEMENT YOU ARE HEREBY NOTIFIED OF THE FOLLOWING DEFAULT UNDER YOUR TAX ABATEMENT AGREEMENT WITH THE CITY. FAILURE TO CURE THIS DEFAULT WITHIN SIXTY DAYS OF NOTICE OR OTHERWISE CURE THE DEFAULT AS PROVIDED BY THE AGREEMENT SHALL RESULT IN TERMINATION OF THE TAX ABATEMENT AGREEMENT AND RECAPTURE OF TAXES ABATED PURSUANT TO THAT AGREEMENT. 7.03 Delinquent Ad Valorem Taxes: In the event ENTERPRISE allows its Ad Valorem Taxes on the Project owed to the CITY to become delinquent and fails to timely and properly follow the legal procedures for their protest and appeal, or if ENTERPRISE violates any of the terms and conditions of this AGREEMENT and fails to cure during the Cure Period, this AGREEMENT may then be terminated. 7.04 Recapture: In the event of termination of this AGREEMENT pursuant to the provisions of Section 7.03, all taxes previously abated by virtue of this AGREEMENT will be recaptured by the CITY and paid by ENTERPRISE within sixty (60) days of termination, together with penalties and interest as required by the Tax Code; subject, however, to a credit commensurate to the amounts paid pursuant to Section 3.05, and in accordance with the provisions of Section 5.03 of .this AGREEMENT. Chapter 312 Tax Abatement Agreement 7 Enterprise/City of Beaumont 7.05 Termination: If after notice of default and failure to cure, the CITY terminates this AGREEMENT, it shall provide ENTERPRISE written notice of such termination. If ENTERPRISE believes that such termination was improper, ENTERPRISE may file suit in the Jefferson County District Court appealing such termination within sixty (60) days after receipt from the CITY of written notice of the termination. If such a suit is filed, ENTERPRISE shall remit to the CITY, within ninety (90) days after receipt of the notice of termination, any additional Ad Valorem Taxes as may be payable during the pendency of the litigation pursuant to the payment provisions of Section 42.08, Tax Code. If the final determination of the appeal increases ENTERPRISE's tax liability above the amount of tax paid, ENTERPRISE shall remit the additional tax to the CITY pursuant to Section 42.42, Tax Code. If the final determination of the appeal decreases ENTERPRISE's tax liability, the CITY shall refund to ENTERPRISE the difference between the amount of tax paid and the amount of tax for which ENTERPRISE is liable pursuant to Section 42.43, Tax Code. The prevailing party in any litigation brought under this Section 7 shall be entitled to recover its reasonable attorneys' fees and costs. VIII. NOTICE 8.01 Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate Party at the following addresses: Notices to ENTERPRISE shall be addressed to: Curt Tate, Director, Tax ENTERPRISE REFINED PRODUCTS COMPANY LLC C/O ENTERPRISE PRODUCTS OPERATING LLC P.O. Box 4018 Houston, Texas 77210-4018 1100 Louisiana Street, Suite 1000 Houston, Texas 77002 With copies to: ATTN: General Counsel ENTERPRISE REFINED PRODUCTS COMPANY LLC C/O ENTERPRISE PRODUCTS OPERATING LLC P.O. Box 4018 Houston, Texas 77210-4018 Chapter 312 Tax Abatement Agreement 8 Enterprise/City of Beaumont 1100 Louisiana Street, Suite 1000 Houston, Texas 77002 and Timothy E. Young Ikard Wynne LLP 2901 Via Fortuna, Suite 450 Austin, Texas 78746 Notices to CITY shall be addressed to: City of Beaumont Kyle Hayes, City Manager 801 Main Street Beaumont, Texas 77701 8.02 Either Party may change its address for receipt of notices under this AGREEMENT from time to time by delivering at least ten (10) days prior written notice of such change to the other Party in the manner prescribed above. IX. MISCELLANEOUS PROVISIONS. 9.01 Disclaimer: Nothing herein shall confer upon any person, firm or other entity other than the Parties hereto any benefit or any legal or equitable right, remedy or claim under this AGREEMENT. All obligations hereunder of the Parties shall be binding upon their respective successors and assigns. 9.02 Amendments to Agreement: Waivers: This AGREEMENT may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties. Waiver of any term, condition or provision of this AGREEMENT by any Party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach of, or failure to comply with, the same term, condition or provision, or a waiver of any other term, condition or provision of this AGREEMENT. 9.03 Approvals or Consents: Approvals or consents required or permitted to be given under this AGREEMENT shall be evidenced by an ordinance, resolution, or minute order adopted by the governing body or board of the appropriate Party or by a certificate executed by a person, firm or entity previously authorized to give such approval or consent on behalf of a Party. Approvals and consents shall be effective without regard to whether given before or after the time required for giving such approvals or consents. Chapter 312 Tax Abatement Agreement 9 Enterprise/City of Beaumont 9.04 Assignment: ENTERPRISE may assign this AGREEMENT in whole or in part to an Affiliate or a new owner or lessee of the Property or the Project, or any portion thereof, provided that ENTERPRISE shall provide written notice of such assignment to the CITY. Upon such assignment, ENTERPRISE's assignee will be liable to the CITY for outstanding taxes or other obligations arising under this AGREEMENT with respect to the applicable portion of the Property or the Project. The CITY shall not assign its rights or obligations under this AGREEMENT to any other person or party. 9.05 Parties in Interest: This AGREEMENT shall be forthe sole and exclusive benefit of the Parties hereto and shall not be construed to confer any rights upon any third parties. 9.06 Supplementation: In the event any further documentation or information is required for this AGREEMENT to be valid, then the Parties to this AGREEMENT shall provide or cause to be provided such documentation or information. The Parties shall execute and deliver such documentation, including but not limited to any amendments, corrections, deletions or additions as necessary to this AGREEMENT provided however that the Parties shall not be required to do anything that has the effect of changing the essential economic terms of this AGREEMENT or imposing greater liability on the Parties. The Parties further agree that they shall do anything necessary to comply with any requirements to enable the full effect of this AGREEMENT; provided, however, that the Parties shall not be required to do anything that has the effect of changing the essential economic terms of this AGREEMENT or imposing greater liability on the Parties. 9.07 Merger: This AGREEMENT contains all of the terms and conditions of the understanding of the Parties relating to the subject matter hereof. All prior negotiations, discussions, correspondence, and preliminary understandings between the Parties and others relating hereto are superseded by this AGREEMENT. 9.08 Governing Law: This AGREEMENT and the transactions contemplated hereby shall be governed by and interpreted in accordance with the laws of the State of Texas without�giving effect to principles thereof relating to conflicts of law or rules that would direct the application of the laws of another jurisdiction. Venue in any legal proceeding shall be in Jefferson County, Texas. 9.09 Authorization: Each of the Parties represents and warrants that its undersigned representative has been expressly authorized to execute this AGREEMENT for and on behalf of such Party. 9.10 Severability: If any term, provision or condition of this AGREEMENT, or any application thereof, is held invalid, illegal or unenforceable in any respect under any Law (as hereinafter defined), this AGREEMENT shall be reformed to the extent Chapter 312 Tax Abatement Agreement 10 Enterprise/City of Beaumont necessary to conform, in each case consistent with the intention of the Parties, to such Law, and to the extent such term, provision or condition cannot be so reformed, then such term, provision or condition (or such invalid, illegal or unenforceable application thereof) shall be deemed deleted from (or prohibited under) this AGREEMENT, as the case may be, and the validity, legality and enforceability of the remaining terms, provisions and conditions contained herein (and any other application such term, provision or condition) shall not in any way be affected or impaired thereby. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this AGREEMENT in a mutually acceptable manner so as to effect the original intent of the Parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the extent possible. As used in this Section 9.10, the term "Law" shall mean any applicable statute, law (including common law), ordinance, regulation, rule, ruling, order, writ, injunction, decree or other official act of or by any federal, state or local government, governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, or judicial or administrative body having jurisdiction over the matter or matters in question. 9.11 Payment of Expenses: Except as covered by the application fee, (i) each of the Parties shall pay its own costs and expenses relating to this AGREEMENT, including, but not limited to, its costs and expenses of the negotiations leading up to this AGREEMENT, and of its performance and compliance with this AGREEMENT, and (ii) in the event of a dispute between the Parties in connection with this AGREEMENT, the prevailing Party in the resolution of any such dispute, whether by litigation or otherwise, shall be entitled to full recovery of reasonable attorneys' fees, costs and expenses incurred in connection therewith, including costs of court, from the non -prevailing Party to the extent allowed by law. 9.12 Force Majeure: In the event either Party is rendered unable, wholly or in part, by Force Majeure to carry out any of its obligations under this AGREEMENT, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this AGREEMENT, then the obligations of such Party, to the extent affected by such Force Majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the Force Majeure relied upon, the Party whose contractual obligations are affected thereby shall give notice and full particulars of such Force Majeure to the other Party. Such cause, as far as possible, shall be remedied with all reasonable diligence. 9.13 Interpretation: When a reference is made in this AGREEMENT to a Section, Article or Exhibit, such reference shall be to a Section or Article of, or Exhibit to, this AGREEMENT unless otherwise indicated. The headings contained in this Chapter 312 Tax Abatement Agreement 11 Enterprise/City of. Beaumont AGREEMENT are for reference purposes only and shall not affect in any way the meaning or interpretation of this AGREEMENT. The words "include," "includes" and "including" when used in this AGREEMENT shall be deemed 'in such case to be followed by the phrase "but not limited to" words used in this AGREEMENT, regardless of the number or gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context shall require. This AGREEMENT is the joint product of the Parties and each provision of this AGREEMENT has been subject to the mutual consultation, negotiation and agreement of each Party and shall not be construed for or against any Party. 9.14 Execution of Counterparts: This AGREEMENT may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 9.15 Waiver: Failure of any Party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring as a result of any future default or failure of performance. 9.16 Governmental Immunity; Consent to Suit: Nothing in this AGREEMENT shall constitute a waiver by the CITY of its governmental or sovereign immunity. Nothing in this AGREEMENT shall be construed as express or implied consent by the CITY to being sued. Executed in duplicate this CITY OF BEAUMONT: By: Kyle Hayes City Manager day of 12017. ENTERPRISE REFINED PRODUCTS COMPANY LLC: By: Enterprise Products OLPGP, Inc. Its Manager By: Name: Title: Chapter 312 Tax Abatement Agreement 12 Enterprise/City of Beaumont Exhibit "A" Property Description and Location of Reinvestment Zone Chapter 312 Tax Abatement Agreement 13 Enterprise/City of Beaumont ORDINANCE NO.14-024 ENTITLED AN ORDINANCE DESIGNATING AN AREA AS THE GATSBY REINVESTMENT ZONE PURSUANT TO THE TEXAS REDEVELOPMENT AND TAX ABATEMENT ACT' (TEXAS TAX CODE, CHAPTER 312); PROVIDING TAX INCENTIVES; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR REPEAL.. WHEREAS, the City of Beaumont endeavors to create the proper economic and social environment to induce the Investment of private resources in productive business enterpdses.located in areas of the. City; and, WHEREAS, it is found to be feasible and practical and would beta benefit to the land to be included in the zone and to the City of Beaumont after the expiration of any agreement entered Into pursuant to the Property Redevelopment and Tax Abatement Act; and, WHEREAS, the zone is for Commercial -industrial tax abatement; and, WHEREAS, the area being designated Is reasonably likely as a result of the designation to contribute to.the retention orexpansion of primary employment orto attract Major investment in the zone that would be a benefit to the property and that would contribute to the ecohomlc.development of the City of Beaumont; and, WHEREAS, to further this purpose, it is in the best interest of the City of Beaumont to designate the area described' in Exhibit "A" and shown on Exhibit "B' as the Gatsby Reinvestment Zone pursuant.to the Texas Redevelopment and Tax Abatement Act (Texas Tax Code, - Chapter 312); NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: Section 3. That the statements and findingsset out in the preamble to this ordinance are hereby, in all things, approved and adopted. Section -2. That the City Council hereby designates the area described in in Exhibit A and shown on Exhibit "B," att6ched hereto and incorporated herein for all. purposes, as the Gatsby Reinvestment Zone (herein referred to as the "Zone"). Section 3. That the City Council finds that the Zone meets the criteria contained in the Texas Redevelopment and Tax Abatement Act (Texas Tax Code, Chapter 312). Section 4. That the City Council finds that the designation of the reinvestment zone would contribute to retention or expansion of primary employment in the area and/or would contribute to the attraction of major investments that would be a benefitto the property and would contribute to the economic development of the municipality. Section 5. That the City Council may provide certain tax incentives applicable to business enterprises in the Zone, which are not applicable throughout the city, as allowed for in the Act: Section 6. That the City Council has established. certain guidelines and criteria goveming:tax abatement agreements and is therefore eligible to participate in tax abatement. Section 7. That a public hearing to consider this ordinance was held by the City .Council on June 10, 2014. Section 8, That this ordinance shall take effect from and after Its passage as the law and charter provide, Section 9. That if any section, subsection, sentence, clause, or phrase of this ordinance, orthe application of same to a particular set of persons or circumstances should for any reason be held to be invalid, such invalidity shall not affect the remaining portions of this ordinance, and to such end the various portions and provisions of this ordinance are declared to be severable. Section 10. That all ordinances or parts of ordinances in conflict herewith are repealed to the extent of the conflict only. PASSED BY THE CITY COUNCIL of the City of Beaumont on this the 10th. day June, 2014: eor Becky Ames - DESCRIPTION OF THE GATSBY REINVESTMENT ZONC All bearings acid coordinates are based on the Tcaas Coordinate System, South Central Zone, (NAD 27),- BEGINNING 7)rBEGINNING at a 2" iron pipe found for [lie most Southerly corner of the Herein described Gatsby Reiiivestnncnl Zone and.ii ;93 cut) 727acrq tract being.a. part of the same tracts as recorded in Volume 1765, Page 220,: Jefferson County Deed Records (J.0;D.R.); said 11013�41T OF BEG1 TNTNG"tieing in the North line of Meraddin Cana) No, 1: THENCE, Nordi 58001'45" West, at 695.32.fect pass a T3(Do,r concrete ROW monument with aluminum disk found at the intersection of the South. ROW line of State Highway FM 3514., said FM Highway 3514 being a perpefual road easement as recorded in File Niiniber 9310194, Film Code 104-73-1433, J.C.O.P.R.,. at 1273.69 feet pass a found TX -DOT concrete ROW monument in the North ROW lute of said FM 3514; and continuing for a total distance of 2914.31 feet (call North 54°19'27" West, 2914.29 feet) to a found 2" iron pipe in concrete (Yount -'Lee Oil Co. monument), said monument being the most F.isterly corner of a call 2,125 acre tract conveyed to Amoco. Pipclinc Company as recorded in File Number 98-9801168, Jefferson County Official Public Records (JX.0.13.R.); THENCE ,. along Clic South line of said 2.125 acre tract, South 59°03'22" West, 415.10 feet (call (;2°42'45'' West, 414.10 feet) to a 5/8" iron rod found for the most Southerly corner of sold 2.125 acre tract, said corncr being in the Easterly ROW Iine ofUnion Pacific Railr6ad (formerly T&NO RR); said corncr being the Northwest eorucr of a call 8.203 acre tract as recorded in File Nuinber 98-9821361, J. C.O.P.R.; M1 NCE, along said Easterly ROW line of Union Pacific Railroad (100' wide), North 30056159 West; 267.57 feet (call North 27014'47" West, 267.71 feet) to a'j" iron pipe with cap set for the Northwest or most Westerly corner of said 2.125 acre tract, from said'/," iron pipe a found 1" iron pipe beara North 1'8'58'16" East, 1.62 fact; THENCE, North 59°03'22" East, .at 278.71 feat (call 278.14 feet) pass a 2" iron pipe in concrete (Yount -Lee Oil Co. monument) found for a corder of said 727.93 acre tract and said 2.215 acre tract, and continuing for a total distance of 2191,91 feet (call 2191.00 feet) to a point in a found fence copier post in concrete; TNENCC, %rib 30"4918" Wesl, at 8.80 feet pass a V" iron rod with Amoco Production cap found for reference; and cont)nuing for a total distance of 3350.00 feet '(eall North `?7°06`49" West, 3350.0) feet) to a point ata 2" iron O e in concrete found. destroyed; THENCE. along (lid mast Northwesterly Bete of said 727.93 acre tract, Nortlf 0102' 16" Last, .at 10.00 feet pass a'/n" iron pipe with cap set for referonc-C, and continuing for a total distanee of 2306.14 feet (call Noilh 45°45'45" East, 2306:11 feet) to n '/:" iron rod With Amoco :Production cap found at the most 1\orthcrly corner of said 721.93 acre tract; EXHf0lT "A;t `. TFI NCE, Nortlt 42102'16" Bast, 148.02 feet (call North 45645'45" East, 148.00 feeQ`to a found %s'.':iroti rod with Amoco Production cap; TI-Il NCI ,.along tho Southwesterly line of a.call 103,89 acre.TCPPCO tract: US recorded in File. NumbcrA006316, fibn Code 10407-1160, J.C.O.P.R., South 5?127'45"Basf,.1:864.90 fact (o .a '/" iron pipe:witheali set for the. most Southerly confer of said 103.59 note tract, froth said 3/" iron pipe a fowid iron rod with :Amoco Production cup hears N.oiih 24051'54"Tafit, 4.91 feely TI4ENCE., alorig. the Southeasterly line of said 103.39 acre traot and a call. 13.12 acre TEPPC.O tract as-recorded in File Number-9006316 North 37'23'15" East, 2681,07 feet (call 2681.0 feet) to a'/n" iron pipe with cap-sot for the most Easterly corner of said 13.12 acre tract; said cornet• heing in the Southwesterly line of a T ower Neches Valley Authority (LNVA) 120 lbot wide canal easement as recorded in Volume 264, Page 489, LC.D.R.; TliLNCE, along the Northeasterly line of said 13,12 acre tract,.same being the Southwesterly line o("saW LNVA easement, North 52°27'30" West, 1903.70 feet to a :+" iron pipe whit cap set for the most Northerly comer of said 13412 acre tract; THENCE; traveling in a Northerly'direction approximately 365 feet to a 94" iron pipe with cap' set at the intersection of the Northerly line of said McFaddiu Canal No. 2 with said GSU Northeasterly line, said. comer beim the Southwest corner of flit residue of a call 155.58 acre tract as recorded in Volume 260, Page 233, J.C.A.R.; THENCE, :along the Northerly line of said McFaddin Canal No. 2, same being the Souti► line of said 155.58 acre tract, North 53°05'46"East, 1098.05 feet to a set '/."• iron pipe with cap; THI:NCE, along the-North line of said McFaddin Canal and the south line of :said 155.58 acre tract,. North 61°13'45" L.'=, 400.24 feetlo a M" iron pipe with cap set in the Westerly ROW.line of State ldighway 69, 96 & 287 (343' wide), from said pipe an iron rod with plastic cap bears. North 46948'60" Nest, 6.73 feet; THENCE, traveling in an Easterly Northeasterly direction approximately 335 feet to a J" iron pipe with cap .set at the intersection of the northerly lint of said McFaddin Canal No. 2 wit3t.said Easterly ROW line, said pipe being in the South line oftitc residue ofsaid 155,58 acre tract; THENCE, along the Northerly line of said MgFa in Canal No, 2, same being the Soutll line of said 155.58 acre tract, North 61 °13'45" Last, 333.62 feet to a set M" iron pipe witli cap; 7714ENC8, along the North litre of said McFaddin Canal and the South line of said 155.58 acre tract, North 43642'38" Jiast, 191.53 feat to a Y," iron pipe with cap set in the Wdslcrly ROW line of State Highway FM 347 (200' wide), THENCE, traveling in a Northeasterly direction approximately 215 feet to a ''/i' iron rod found in. the Nortbeast .p OW line of State I4igtrway FM 347 (200' wide at lbls point); 'ITIENCE; ulonp the Northeast ROW line of said FM Highway 347, North 51°1.2'49" West, at. 15.5 feet-pass a found .concrete ROW monument, and continuing for a lotal distance. of 396.17 i'eet to a found TXDO`1' concrete. monument with brnss cap (disturbed); ThIENCE, continuing along the ROW line of FM Highway 347 (varying. Width), North 42014'32" hast, 12b,65.feel (call 126.76) to a set'!." iron hipt; with caj.7; THENCE, along the 12t7W line of I'M Highway 347; North 63042'49" West, 230.38 feet to a set '/" iron pipe tyitlt cap, said point being the beginning of a curve to the right; THENCE, .200:00 feet along said.curve.to the right in said ROW -line, said curve havinga radius of 954.93 feet, a.delta of 12°00'00", and a chord bearing North .57°42'49" West, 199.0 feet to a point on a found 4" irarr pipe fence host; THENCE, along the ROW line of said CM Highway 347, North 51 °42'49" West, 101.62 feet to a point on found 4" iron pipe fence post; THENCE, North 43032'08" East; 1;187:75 feel (call North 47115'27" Bast) along the Southeast line of a call 20,03 acre tract as recorded in File Number 97-9731390, LLO.P.R. to a found 2" iron pipe in concrete (Yount-T,ee Oil Co. monument) said point being the East corner of said 20.03 acre tract, said point also being in the West lute of the Kansas City Southern Railroad (100' wide) as recorded in Volume 230, Page 58, J.C.D.R.; THENCE, along lho Southwest line of said Kansas City Southern Railroad, South 47°48'03" East, 1,002.54 feet (call South 44°05'03" East), to a set'/," iron pipe with cap from which a found l:" iron rod bears South 50027'20" West,, 1.41 feet), said iron pipe being in the North tine of ivlcFaddin Canal No. 2; THENCE, along said forth line and a Southeasterly line of a 24.05 acre tract as'.recorded in File Number 2001014848, J.C.O.P.R., North 74023'22" East, approximately 10 feet to a'/" iron pipe with cap found in tli(-, S.)uthwesterly ROW line of said Kansas City Southern Railroad;- THENCE, ailroadTHENC1:, North 77°0C'l2" East, 121.79 feet to a'!," iron rod with cap set in the Northeasterly line of said railroad; '111IENCE, along said Northeasterly ROW line, North 47°48'03" Wast, 54,79. feet to a 518" iron rod (hent) found at the Southwest com&:of a call 23.5505 acre tract as recntded in File Ninuber 98814109; TIJE•NCL', along the South line of said 23`,5505 acre tract, North 83Q25'16" Last, 39.8.85 Net, to a 2" iron pipe found at ilia -Southeast corner of said 23.5505 acre tract, said corner: being a corner of call 461.42 acre tract as recorded in rile Number 2001014848,1.C.0_PJt.; THENCE, North 47048'.03" West; 2,7.15,70 feet (call North 44007'00" West, 2;713,75 feel). along said Easterly line of said 23,5505 acre tract to a 1" iron pipe found for. the most Westerly carrier of the herein desodbed tract, said point being the most SouClicrly corner. of a call 203.2524 acre tact as recorded in rile: Number 9&9814111, said point also being in ilia Easi line orsaid 23.5505 acre truer; THENCE-_, North 41 056'47" last, 2,730.34 feet (call North 451!38' ast, 2,730.:1 (leer), to a found %" iron raid; THENCE North 87°28'34" East (call South 84955' Bast), at 414;53 feet, puss it found aluminum pipe, at 870.09 feet pass a found 3=1/2" aluminutu pipe, at approxiniatcly 22Q0. feet to a point for comer being the South%vrst corner of a call 24,6091 acre tract described as Tract 128, P. Humplircys Survey, Abstract 32 in the Jefferson County TAX -Records. TI-TENCE, traveling 'in a Northerly direction along the We -qt line of said 24,6091 acre tract. approximately 1005 fect.to a point for corner, THENCE, traveling ill a, Westerly. direction along the North line of said 24.6109.1 acre tract approximately 750 feet to a.point in ilia vegetation lino of tlic Neches River, THENCE; along with. the meanders of the -Neches River the following courses and dislanecs: Southeast approx.imately.570 feet to a point;. Southeast approximately 475 feet to a point; South 140'23'24" East; 479.93 feet to a point on the end of an existing bulkhead; South Unit P51"East, 996.25 feet along an existing bulkhead to a point; South 37126'52" Wetit, 97.18 feet along.att existing bulkhead to a point; South .12°03'07" East, �90.65 feet along un existing bulkhead to a point; Soulh 24°41'26" West, 54.32 Ileet to a, point on [lie end of said bolkhcad; South 05°00'28" Eas.i, 70195. feet to a point; South 10622'26' Last, 128,42 feet io a point; South. 86°15'02" Wast, 27.20 feet to a point; South. 19°11'28" West, 105.10 feet to a point; South 3) °57'39" Lust, 60,57 feel to a lJoin(; S6wh 75059'58" East, 57.99 reel to a point; N(Vth 8001'22" East, 91.42 feetto a point; Soulb 15°36'54" f?asl, 37.98 feet to a point; South 23649'09 West, 39,63 feel ton point; South 14°25'57" 1\icm, 241,83 feet to a paint; South 36°47'52" East, 4.6.54 feet to a point; South 05°09'24" !past, 44.99 feet to a paint; South.31°53'11" Bast, 354.36 feet across a United States Maritime Commissioli channel to the end of an existing bulkhead; SouQt .26°37' 11" Gast, 7--26.69 feet to a point; South 46°41'09" East, 111.12.feel to a point; South 79°45'19" East, 77.11 feet to a point; South 43°02'03" last,. 123.25 feet to a point; THENCE, departing the Neches River, South 63°43'30" East, at 20.24 feet pass a %'' iron pipe set for reference; and continuing fora total distance of 120.24 feet to a set'A" iron pipe with cap; THENCE, South ?.7°36'3]" West (call South 31°26'02" West), along the NorUi line of a Kansas City Southern Railroad strip of land as recorded, in Volume 230, Page 626, ai 1Q.0 feet pass a found 2" iron pipe, and continuing for a total distance of 1,428.00 feet to a point in deep marsh; ,mENGF, South 38038'59" West, 269.63 feet, (call South 42017'54" West, 270 feet) to aset'/," iron.pipc with cap; njE-NCE, South 80*96 15" West (call North 89"56'13" Wast), 149.00 feet to 'a found 2" iron pipe in concrete (Yount -Lee Oil Co. monument); THENCL'•;, North 89°14128" west, 102,67 feet (call North 851126'13" West, 103 fact) to a found iron rod; THENCIr, North 46°58'31" West, 455-46 feet (call North 43°21'07" West, 455 feef) to a set'/" iron pipe with cap; THENCE. South 32°2Q756" West, at 3.60 feet pass a found Y:" Iron rod in concrete, and continutno for a total distance of 685,34 feet (call South 36°03'02" West, 684.74 feet) to_a found Wl iron rod; 'ITI1 NCE. Wnlin.ying Soulb 32 0'26" West,_approaimately 840 feet, to a point for corner in: the Norlhcasi ROW litre ofsaid ;State Highway PM 347; THENCE, traveling ift a Southwesterly direction approximately 105 Net to a point for corner teeing too East comer of'.a 13,202 acre tract described as Tracts 5-A & 5-C, P. Humphreys Survey; Abstract 32 in the Jeflarson County Tax Records. THENCE, traveling in a Southwesterly direction along ilia Southeast line of said 13.202 act,!-- tract cretract approximately. 1000 fect to a point being; the most Southerly comer of said 13.202 acre tract ..and the East ROW line of State Highway 69, 96 & 287; THENCE, continuing Southwest along the sane line 220 feet to a point in die WCs( ROW line of State Highway 69,.96 &:287, also being.thc north line ofa call 101.86 acre.tract of land, being prat of a tract conveyed to Amoco Pipeline. Company as recorded in File Number 98-980)168, Jefferson County Oficial Public Records (J.C.O.P.R.); THENCE, along said Southwest ROW line of. FM Higlmway 347, South 51042'49" East, approximately 1260 feet, to a concrete ROW monument Jbund for corner from which a found''/," iron rod bears South 52°05'33" East, 4.34 feet; said comer being; the most. Easterly corner of said 101.66 acre tract; THENCE; South 38°25'43" West. (call South 4290558" West), 2129,69 feet to a'/4" iron pipe with. cap set at the intersection of the South line of said 101.86 acre tract with the Easferly ROW line of US Highway 69,96 and 287 (318 feet wide at this point); THENCE, in an Easterly direction approxiinately 330 feet to an iron rod in concrete (tient) bears North 8.9°16'49" Easl, 0.57 feel, said point biting in the Westerly RO1V line of US Highway 6.9, 96 and 287 (338' wide); THENC>;, along said Westerly IOW line, South 27144'13" Gast, 286.94 feet to a point from which a found %s" tion rod bears NorJt 58°29'12" Gast, 0.48 feet, said point being the intersection of said Westerly highway ROW fine with the Suuthwmierly line of said LNVX 120 loot wide canal easement; 'ii'-IENCE; along; the Southwesterly line of said LNVA canal easement. Xortlm 52°77"30" West, 184.80 feel to a'/" iron pipe with cap set for dee most Northerly corner ora call 1.64 actye LNVA (be lractas recordad in Volume 1394, Pag c 410, J.C.D.R.: TRENCH, with a.Wcstefly lime of said 1.64 ache tract, South 14°57'30" 1;ast, 230.60 feet to a'/4" iron pipe with cap set for cofncr; THENCE, with a Westerly line of said 1.64 acre tract, South.2MO'38" Last, 339.6!} feet (call _ 3:.15.7 Icet) to a set 3/4" iron pipe with cap; TIjENCE, with a Southerly line of said 1.64avre. trabl, Soul]) 5414213" East, 261.90 feet to a A" iron pipe with cap set in the Westerly ROW line of US Highway 69, 96*&287; ITI1_NC1, nlottg said Westerly ROW line, Saulli 27°44'13" bast', at 656.55 feel pass a found concrete ROW m.omiment, and continuing. for a total distance of 658.15 feet to a'/4" iron pipe wiih cap sut for coater in the NoMmesterly line of old McFaddin Canal No. 1; TH.ENCL, along the: Northwesterly line of McFaddin Canal No. l and the Southeasterly line of ;aid 727.93 acre Aruct, South 5590711 1 "' West (call .South 5$°S0' West); 1320.78 feet In a point from .wmeh a found 2" iron pili: bears North 38°55' West, 2.0 feet; THENCE, along the-Northivesicrly line of McFaddin Canal No.. t and the Southeasterly line: of said M.93 acre tract, South 43°32'50" West, 199.83 feet (call South 4715' West, 200 feet) to a point from which a found 2" iron pipe hears North 52007' Wes(. 2.0 feet; THENCE, along die Nor(hwesterly line of McFaddin Canal No. 1 and the Southeasterly line of said 729.93 acre. traci, South 32'11135" West, 835.48 feet (call South 35°55' West, 836 feet) to a point from "thicli a round 2" iron pipe bears Nnrth 52128' West, 2.0 feet; THENCE, along. the Northweslcrly line. of Meraddin Canal No. 1 and the Southeasterly line of said 729.93 acl'e tract, South 32016'04" West, at 3973.53 feet pass a 3/4 " iron pipe wit11 cap set at the intersection o-I`ihe North ROW line of the aforesaid State highway FM 3514 with the Southeasterly line of said 729.93 aero tract, at 4182.14 pass .a '/." iron pipe with cap set in _the South ROW line of said FM Highway 3514, and continuingfor a total distance of 5024.51 feet to ilia "POINT OT'' BEGINNLN'G" and containing 1559.5 aces more or less. 401�1 ek i �, 01"i A."I Incilaa nIII -Jefferson can 16 XV •Nk nal', Fact i -iis act. elk W I �:qsfffi'drlt .0 1 6610 R"'i'i in" - * - ' --­ 4" Exhibit "B" PILOT Payment Schedule Chapter 312 Tax Abatement Agreement 14 Enterprise/City of Beaumont EXHIBIT "B" PILOT Payment Schedule ��x � �_ 1'ax�Year�,r � PILOTPayr�etlt Amount � Pilot Payment;Da�e z4 2018 $850,000 1/31/2018 2019 $850,000 1/3112019 2020 $161,544 1/31/2020 2021 $161,544 1/31/2021 2022 $161,544 1/31/2022 2023 $161,544 1/31/2023 2024 $161,544 1/31/2024 2025 $161,544 1/31/2025 2026 $161,544 1/31/2026