Loading...
HomeMy WebLinkAboutRES 23-253RESOLUTION NO. 23-253 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to enter into an Industrial Development Agreement with Linde Inc., of the Woodlands, Texas. 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 19th day of September, 2023. s,�.•i••�••���� tltji Mayor Roy West THE STATE OF TEXAS § COUNTY OF JEFFERSON § Code. AGREEMENT This Agreement is made under the authority of Section 42.044 of the Texas Local Government The parties to the Agreement are The City of Beaumont, a municipal corporation and a home -rule city located in Jefferson County, Texas, hereinafter called "CITY," and Linde, Inc., its parent, subsidiaries and affiliates, hereinafter called "COMPANY" and, together, the "Parties." PREAMBLE WHEREAS, the City has established an industrial district comprising a certain part of the extra- territorial jurisdiction of the City, such industrial district being known as the City of Beaumont Industrial District (the "Industrial District'); and, WHEREAS, Company is considering development of a trucking terminal with the intent to receive and distribute helium assets stored in an underground cavern developed, owned and operated by Golden Triangle Storage; and, WHEREAS, if Company does develop the facilities in the industrial district, it will be mutually advantageous to the Parties for the company to utilize local vendors and suppliers and extend opportunities for local contractors and sub -contractors to participate; and, WHEREAS, given the proposed investment amount, permanent job creation and other benefits, the City finds the terms of the Agreement to reasonable and appropriate; and, In view of the above and foregoing reasons, and in consideration of the mutual agreements herein contained, Company and City hereby agree as follows: ARTICLE I COMPANY'S COMMITMENT 1. Company will construct a trucking terminal and related infrastructure as part of the Golden Triangle Storage project with a construction cost of $115 million and will employ up to 135 peak construction workers during construction and up to 10 permanent employees, 2, Company will receive 100 percent tax abatement for payments due for the fifteen (15) tax years beginning January 1, 2027 (taxes due February 1, 2028) or the tax years immediately following completion of construction and commissioning, whichever is earlier, This abatement does not include the value of existing property owned by Company affiliates, which may be the subject of separate industrial district agreements. The Company shall notify City in writing at least thirty (30) days prior to the date any construction that will be subject to abatement is scheduled to commence. 3. Company will make a good faith effort to utilize a diverse local workforce in constructing the project and will utilize established local contractor lists, including historically underutilized businesses and minority and women -owned businesses. 4. At the expiration of this Agreement, which may not be renewed or extended, Company agrees to enter into a new Industrial district agreement with City containing City's standard terms to encompass all of Company's property and improvements in the Industrial District. ARTICLE II PROPERTY COVERED BYAGREEMENT It is the intention of the Parties hereto that this Agreement shall govern and affect only the trucking terminal and related infrastructure (facilities, real, personal, and mixed) as described in Article I of this Agreement, and does not govern and affect other properties of Company affiliates that are subject to industrial district agreements that were in effect prior to execution of this Agreement. ARTICLE III SALE BY COMPANY 1. Company shall notify City of any sale of any or all of Company's facilities to any person or entity. It is the intent of the Parties that no sale of any of Company's facilities will affect any amounts to be paid to City as provided under this Agreement. Accordingly, and as to payments due under this Agreement, no such sale shall reduce the amount due City under this Agreement until the purchaser of such facility has entered into a contract in lieu of taxes with City that provides for a continuation of like payments to City. 2. Company shall have the right to assign, transfer or convey ail, or any part of, its rights title and interest in the Agreement in connection with any transfer or conveyance of title to all or any part of the properties subject to this Agreement to any person or entity at any time of this Agreement, provided, however, that Company shall provide City with written notice of such assignment. Company shall be relieved of its obligations under this Agreement to the extent that an assignee expressly assumes Company's obligations in a written instrument binding such assignee to City. Subject to the preceding, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. ARTICLE IV CITY'S OBLIGATIONS 1. City agrees that it will not annex, attempt to annex or in any way cause or permit to be annexed any portion of lands or facilities or properties of said Company covered by this Agreement for the period of this Agreement except as follows: (a) If the City determines that annexation of all or any part of the properties covered by this Agreement belonging to said Company is reasonably necessary to promote and protect the general health, safety and welfare of persons residing within or adjacent to the City, the City will notify Company in accordance with State law of the proposed annexation. In the event of such annexation, Company will not be required to make further payment under this Agreement for any calendar year commencing after such annexation with respect to the property so annexed, but shall nevertheless be obligated to make full payment for the year during which such annexation becomes effective if the annexation becomes effective after January 1 of said year. (b) in the event any municipality other than the City attempts to annex separately or in the event the creation of any new municipality shall be attempted so as to include within its limits any land which is the subject matter of this Agreement, City shall, with the approval of Company, seek immediate legal relief against any such attempted annexation or incorporation and shall take such other legal steps as may be necessary or advisable under the circumstances with all cost of such action being borne equally by the City and by the said Company or companies with the Company's portion allocated on the basis of assessed values. 2. The City further agrees that during the term of this Agreement, there shall not be extended or enforced as to any land and property of Company within said City of Beaumont Industrial District, any rules, regulations, or any other actions: (a) seeking in any way to control the platting and subdivisions of land, (b) prescribing any buildings, electrical, plumbing or inspection standards or equipment, or (c) attempting to regulate or control in any way the conduct of Company's activities, facilities or personnel thereof. 3. It is understood and agreed that during the term of this Agreement, the City shall not be required to furnish any municipal services to Company's property located within the City of Beaumont Industrial District; provided, however, City agrees to furnish fire protection to Company should such protection be requested by Company in the event an unusual emergency situation occurs. The City will also provide police protection if called upon by the Jefferson County Sheriff's Department for assistance. ARTICLE V TERMINATION FOR BREACH It is agreed by the Parties to this Agreement that only full, complete and faithful performance of the terms hereof shall satisfy the rights and obligations assumed by the Parties and that, therefore, in addition to any action at law for damages which either party may have, Company shall be entitled to enjoin the enactment or enforcement of any ordinance or charter amendment in violation of, or in conflict with, the terms of this Agreement and shall be entitled to obtain such other equitable relief, including specific performance of the Agreement, as is necessary to enforce its rights. It is further agreed that should this Agreement be breached by Company, the City shall be entitled, in addition to any action at law for damages, to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights. ARTICLE VI TERM OFAGREEMENT The term of this Agreement shall be for fifteen (15) tax years beginning January 1, 2027 (taxes due February 1, 2028) or the tax year immediately following completion of construction and commissioning, whichever is earlier, and ending on December 31 fifteen (15) tax years later. ARTICLE Vli NOTICES Any notice provided for in this Contract, or which may otherwise be required by law shall be given in writing to the Parties hereto by Certified Mail addressed as follows: TO CITY TO COMPANY City Manager Michael Ashton, Manager -Gov't Affairs City of Beaumont 801 Main 1585 Sawdust Road, Suite 300 Beaumont, Texas 77704 The Woodlands, Texas 77380 RTI�CLE Vill CONTINUATION If this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not affect the right of City to any payment made or accruing to City hereunder prior to such adjudication, and this provision is intended to be an independent and separable provision not to be affected by such adjudication. IN WITNESS THEREOF, this Agreement, consisting of 6 pages, is executed in duplicate counterparts as of this LINDE, INC. ATTEST: Tina Broussard, City Clerk day of 2023. CITY OF BEAUMONT, TEXAS 0 STATE OF TEXAS § COUNTY OF JEFFERSON § ABATEMENT T AGREEMENT FOR PROPERTY LOCATED IN TH& GOLDEN TRIANGLE STORAGE 2023 REINVESTMENT ZONE Pursuant to Section 312.401 of the Texas Tax Code, this Tax Abatement Agreement (hereinafter referred to as the "AGREEMENT") is made and entered into by and between Jefferson County (hereinafter sometimes referred to as "the C ITY"), and Linde, Inc. (hereinafter sometimes referred to as "DINE" or " SEW'). 1., RECITALS WHEREAS, "ER possesses interests in taxable real property located within the Golden Triangle Storage 2023 Reinvestment Zone, the designation of which was implemented by the COUNTY TY by an Order dated September 19, 2023 (hereinafter referred to as the "REINVESTMENT ZONE"; and WHEREAS, this AGREEMENT is limited to the project to be constructed by OWNER, on various parcels of land located within the Reinvestment Zone, which is described with particularity in Exhibit "A" attached hereto and which will involve construction and operation of a trucking terminal to facilitate the receipt and distribution of helium assets stored in an underground cavern developed, owned and operated by GTS (hereinafter referred to collectively as the "PROJECT"); and WHEREAS the COUNTY wishes to encourage OWNER to select Jefferson County as the site for the PROJECT; and WHEREAS, the REINVESTMENT ,BONE is an area within Jefferson County, Texas, which has been designated by order of this Court, the legal description for which i attached hereto as Exhibit "C" It is understood and agreed that the REINVESTMENT ZONE boundary is subject to prevision based on the final construction plan of the Project, and the COUNTY agrees to tale the steps necessary to arnend the Reinvestment Zone boundary, consistent with such final Project, upon request of owner. NOW, THEREFORE, for the mutual consideration set forth below, the Parties hereto agree as follows: , AU T'H RTZATI I THIS AGREEMENT IS AUTHORIZED BY THE TEXAS PROPERTY REDEVELOPMENT T AND TAX ABATEMENT T ACT, TEX. TAX CODE CHAPTER 312, AS AMENDED, AND BY ORDER OF THE J FFERSO COUNTY COMMISSIONERS COURT ESTABLISHING AND ADOPTING THE GOLDEN TRIANGLE STORAGE 2023 REINVESTMENT ZONE. . DEFINITIONS ITI S For purposes of this AGREEMENT, the following terms shall have the meanings set forth below: "Abatement" means the full or partial exemption from ad valorem taxes of the value of certain property located in the REINVESTMENT T ZONE designated for economic development purposes. "Affiliate" of any specified person or entity means any other person or entity which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such specified person or entity. For purposes of this definition, the term `control" (including the terms "controlled by" and "uncle common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise. "Base Year Value" means the taxable value of all industrial realty improvements owned by the property owner and/or its Affiliates within Jefferson Counter on January I preceding the execution of the abatement agreement. OWNER will, in consultation with the Jefferson County Appraisal District, provide the COUNTY with a list of the Jefferson County .Appraisal District account numbers identifying the industrial realty improvements ents owned by the property owner and/or its Affiliates and the taxable value thereof on January I preceding the execution of the abatement agreement for use in preparing the schedule to be attached as an exhibit to the abatement agreement before execution specifying the Ease Year Value for all purposes of the abatement agreement. "Base yeae', for the parties to this agreement, is defined as the calendar year in which this abatement contract is executed (signed) by all parties hereto. "Ineligible Property" is fully taxable and ineligible for tax abatement and includes land, supplies, inventory, housing, vehicles, improvements for the generation or transmission of electrical energy not wholly consumed by a new facility or expansion; any improvements, including those to produce, store or distribute natural gas, fluids or gasses, which are not 2 integral to the operation of the facility; deferred maintenance, property to be rented or leased, property which has a productive life of less than ten years, or any other property for which abatement is not allowed by state law. "Eligible Property" means the realty improvements, the on -site buildings, structures, fixed machinery and equipment, storage tank, process units (including all integral components necessary for operations), site improvements, and infrastructure and the permanent office space and related fixed improvements, as defined by the Tax Code but does not include personal tangible property. "Nevi Eligible Property" means Eligible Property, r, the construction of which commences subsequent to the effective date of this AGREEMENT. During the construction phase o the New Eligible property, the OWNER may make such change orders to the Nev Eligible Property as are reasonably necessary to accomplish its intended use. It is expressly understood that, notwithstanding anything to the contrary written herein, energy, electricity, manufacturing supplies e.g. foreign manufactured catalysts), feedstock, freight, and direct materials that physically become a part of the end product manufactured by the PROJECT) are not subject to the terns of this AGREEMENT. "Taxable Value" for each taxing entity executing an abatement agreement is determined by deducting from the Market Value of all industrial realty improvements of a property ownerand/or its affiliates the amount of any applicable exemptions and abatements granted for that Tax Year. "Completion" as used herein, shall mean, the successful commissioning issioning of the PROJECT and the attainment of reliable operations. OWNER shall certify in writing to the COUNTY when such Completion is attained, "'Full-time j oWl , as used herein., shall mean a permanent full-time position that: requires at least 1,00 hours or work per year, is not a transferred from another area of the state, i not created to replace a previous employee, and is covered by a group health benefit plan, and pays at least 110% of the county average weekly wage for manufacturing jobs in Jefferson County. "Payment in. Lieu of Taxes". If, during the period of this abatement, any Federal or State law provides an additional tax exemption for the property that is already the subject o this agreement, Applicant agrees to decline that tax exemption during the period of this abatement. If Applicant is unable to decline that tax exemption, Applicant agrees to pay the taxes, or payment in lieu of taxes, on the reduction of property tax revenue to the COUNTY that is the result of said exemption. Any payment in lieu of taxes shall be due on or before November 15 of the year in which payment is due. 4. TERM of ABATEMENT 3 This AGREEMENT shall be effective and enforceable upon execution by all parties (which date is herein referred to as the "Effective Date"). The Term of the Abatement pursuant to this AGREEMENT shall begin on January 1, 2027 and shall terminate on December 3 1, 2036, unless sooner terminated pursuant to other provisions of this AGREEMENT. Should OWNER not begin the construction of the PROJECT by December 31, 2025, this AGREEMENT shall be null and void. . OWNER REPRESENTATIONS/OBLIGATIONS In order to receive a tax abatement with respect to a tax year listed on EXHIBIT A "Tax Abatement Schedule," OWNER and EPC shall comply with the following: a. As a result of the PROJECT, and upon its Completion(currently estimated to be not later than the fourth quarter 20 , maintain a level of not less than 10 new fall - time jobs (consisting of both pernmanent direct employee jobs and p rrnanent contractor jobs), using headcount as of the date this AGREEMENT i s executed as the starting point, relating to the PROJECT during the remaining term of this AGREEMENT; provided, however that OWNER may reduce employment levels due to improved efficiencies or changing economic conditions during the term o this AGREEMENT as long as such employment levels do not fall below 10 full- time jobs for total on site employment by owner during said term. In the event that such employment falls below 10 full-time jobs for total on site employment, Abatement shall be reduced proportionate to such employment decline beginning with the tax year in which the decline occurs and each tax year thereafter per the example calculation cited below where: A 1 = initi al Ab atement s 2 = revised Abatement $s E1 = 10 full-time jobs E2 = reprised employee count A2 = .Al EVE1 b. Report and certify the requisite job levels to the COUNTY, annually during each tax year under this AGREEMENT; C. Construct the PROJECT with an estimated investment of $115 million. d. Make e available to the COUNTY information concerning the details of contractor bids, every quarter, during the construction phase of the PROJECT under the express understanding that COMPANY is providing the COUNTY such contractor bid information on a strictly confidential basis so as to maintain the integrity of the competitive bid process; e. Report and certify to the COUNTY the requisite cost of the PROJECT within 120 days after the completion of the PROJECT or 120 days after the Effective Date, whichever is later); 4 Ensure that qualified local labor, vendors, suppliers, and sub -contractors are given a timely opportunity to bid on contrasts for the provision of supplies, goods and services (including engineering and construction services, e.g., piping, electrical, civil, fabrication) in connection with construction of the PROJECT and any turnaround project which is undertaken as part of or in connection with the PROJECT dining the term of the abatement period. Such consideration shall b made in good faith without discrimination. For purposes of the foregoing; i. "Local labor" is defined as those qualified laborers or craftsmen who are residents and domiciliaries of the nine county regions comprised of Jefferson, orange, Hardin, Jasper, Newton, Liberty, Tyler and Chambers Counties, as well as the Bolivar Peninsula area. of Galveston County. "Local vendors" and "local suppliers" shall include only those located or having a principal office in Jefferson County. "Local subcontractors" shall include only those located or having a principal office in Jefferson County. ii. OWNER agrees to give preference and priority to local manufacturers, suppliers, vendors, contractors and labor, except where not reasonably possible to do so without significant added expense, substantial inconvenience, or sacrifice in operating efficiency. For any such exception in cases involving purchases over 1 million, a Justification for such purchase shall be included in OWNER'S annual letter of compliance. OWNER further - acknowledges that 1t is a contractual obligation, under this agreement, of persons receiving property tax abatements to favor local manufacturers, suppliers, contractors, and labor, all other factors being equal. In the event of a breach of this "buy local" provision, OWNER agrees that the percentage of abatement shall be proportionately reduced in an amount equal to the amount the disqualified contract bears to the total construction cost for the PROJECT. OWNER agrees that it will Provide sufficient notice and information regarding of the project to qualified local contractors to enable them to submit bids for materials in the initial procurement processes, including but not limited PROJECT infonation provided in job fairs to be conducted b OWNED.. g. Report and certify to the COUNTY, quarterly the total number of dollars spent on local labor, local subcontractors and local vendors/suppliers, as total and percentage compared to total dollars spent in connection with the PROJECT; h. OWNPC_will invoice purchases locally to ensure that sales taxes credited to the benefit of Jefferson County, Texas. As further clarification OWNER will eater into a Separate Contract as defined in 34 Texas Administrative Code 3.291 a) (1 with an BPC contractor BC for the construction of the new plant facility Project to be located in the Reinvestment Zone of OWNERin Jefferson County Texas. OWNED will obtain a Texas Direct Payment Permit (DPP) and issue a DPP exemption certificate in lieu of sales tax to BPC. OWNER will remit use taxes on taxable purchases made for use in the PROJECT directly to the state of Texas on its monthly Texas Direct Payment Return for both state and county taxes at the applicable rates. The State of Texas collects Limited, Sales, Excise and Use Taxes for both the state and local tax jurisdictions. The state is responsible for distributing the local taxes it collected to the applicable local jurisdiction. i. Not in any way discriminate against or treat disparately union contractors who choose to participate in the competitive bid process relating to work on the PROJECT, nor discriminate against or treat disparately union members who seek employment on the PROJECT; and j. Encourage and promote the utilization of Historically Underutilized Businesses (HUBS) (also known n Disadvantaged Business Enterprises, or DBEs) by the general contractor engaged by OWNER to construct the PROJECT and any turnaround project which is undertaken as part of or in connection with the PROJECT during the term of the abatement period by ensuring qualified HUB/DBE vendors and contractors are given a timely opportunity to laid on contracts for supplies and services. For purposes of the foregoing: HUB/DBE is a business owned or controlled by Socially and Economically Disadvantaged Individuals as defined by all applicable federal or state laws and local policies, including Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, Asian Indian Americans, women, and individuals with disabilities. ii.A HUB/DBE is one that is at least 51 percent owned or controlled by one or more women or Socially and Economically Disadvantaged Individuals or, in the case of a publicly -owned business, one that at least 51 percent of the stock of which is controlled by one or more women or Socially and Economically Disadvantaged hidi.viduals. A business that has been certified as aHUB/DBE by an agency of the federal govemment or the State of Texas 'i's presumed to be a HUB DBE for purposes of Agreement, iv. only a HUB/DBE with its principal office in the State of Texas will be recognized as a HUB/DBE for purposes of this Agreement. A list of HUB/DBE vendors/suppliers is maintained in the COUNTY office and a list of same is attached hereto as Exhibit D. As to the use of qualified local R and HUB DBE vendors, suppliers and sub -contractor , OWNED will, at a minimum: 1 . Consult with chambers of commerce, minority business associations, trade associations and other regional economic development organizations to identify local and � I /DBE vendors, suppliers and sub -contractors" 1, Notify qualified local and HUB DBE vendors, suppliers and sub -contractors, allowing sufficient time for effective preparation of bids for the planned work to be sub -contracted or materials, supplies or equipment to be purchased; M. provide qualified local and HUB/DBE vendors, suppliers and sub -contractors who are interested in bidding on a subcontract or contract for materials, supplies, equipment, or the provision of engineering and construction services and labor adequate information regarding the project as early as is practicable in the bidding process in order to allow the HUB/DBE vendors, suppliers and sub -contractors sufficient time to prepare a bid i.., plans, specifications, scope of work, bonding and insurance requirements, and a point of contact within the general/prime contractor); n. Negotiate in good faith with interested qualified Deal and HUB/DBE vendors, suppliers or sub -contractors, and award sub -contracts or contracts for materials, supplies equipment, or the provision of engineering and construction services and labor to local or HUB/DBE vendors, suppliers or sub -contractors when they are the lowest qualified responsive bidder who meets all of the applicable bid specifications; cations; as . Include a provision in OWNERS contract with the general/prime contractor on the PROJECT which requires the general/prime contractor to road and comply with the terms of this AGREEMENT. Provide access to and authorize the inspection of the Eligible Property by the Count s personnel to ensure that the improvements or repairs thereto are made according to the specifications and conditions of this n..wn...........n...........�� .�v,;t,� .vvxv-.Y.-w.v- .wry..n..n.......n. ,.......... �Y.. ..t.,x.. t.....Y.n....Yv...ry.-wn..wn.�...x..x.,.�t„t.t,.¢.wt.wx�..wv....v�¢,v.-.:. E E E lnv Ary�: n;� n� E_' tx'x>>.."t:.. }ATM•}^ w�{$ Y V? ... �:'}..ef.-:.'i.+.r.:tf^i'VM1.'."f Y-..3i C.^Y'.v':7i:°S.:''W-.°tVtry:i•:sx�xt. p. Provide access to and authorize the inspection of the Eligible Property by the County" s personnel to ensure that the improvements or repairs thereto are made according to the specifications and conditions of this AGREEMENT. . VALUE of ABATEMENT For each year under this Agreement, the abatement percentage received by O"ER under this AGREEMENT with respect to the value of New Eligible property, is set forth on attached Exhibit: "Tax Abatement Schedule" The Abatement during each year covered. by this Agreement shall be the value attributable to _the Project multiplied by Abatement Schedule, adjusted by the Base Year Value.. 7. QUARTERLY MONITORING MEETINGS With respect to the quarterly monitoring meetings referenced in Section d above, the County Judge, County Commissioners, or their designee(s) shall be allowed to attend such quarterly monitoring meetings, on the express condition that they execute a confidentiality agreement prepared by OWNER so as to protect confidential information which may be disclosed to them during or as a result of such monitoring meetings. OVV-NER agrees to reimburse the COUNTY in an amount not to exceed to $4,000-00 annually for the costs or expenses actually incurred by the COUNTY in monitoring the status of the bidding process eery quarter during the construction phase of the PROJECT. OWNER will provide the COUNTY with quarterly reports which detail procurement of services, equipment and labor utilized in construction. . TAXABILITY During the period that this AGREEMENT is effective, taxes shall be payable as follows: a. The value of Ineligible Property shall be fully taxable; b. The Taxable Value of existing Eligible Property as leter ined each shall be fully taxable; and C. The value of Now Eligible property shall be abated as set forth in Section 6, hereinabove. 9. DJ-USTMENTS TO ABATEMENT FOR BASE YEAR VALUE DECLINE The. Jefferson County Central Appraisal District . will establish the certified values of Eligible Property as January 1, 202 (Fear abatement executed) as set forth on attached Exhibit "," and such values shall be the values used to calculate the Base Year value as herein defined.. If on January 1" of any tax year listed on the "Tax Abatement Schedule" the Taxable value is less than the Base Year Value, then the abatement of value otherwise available shall be reduced by one dollar for each dollar that the Taxable Value of realty improvements is less than the Base Year value, except that no such reduction of OWNER' abatement shall be made should any reduction to Taxable value of OWNER's Eligible Property result from a Force Maj eure event. O In the event OWNER reduces its cad valorem taxes on personal property otherwise payable to the COUNTY by participating in a foreign trade zone, theca the amount of abatedvalue otherwise available shall be reduced by one dollar for each dollar of tax value reduction attributable to special treatment from trade zone participation. The parties hereto stipulate and agree that they have received certified appraisal value for this property, as calculated by the Jefferson County Central Appraisal District. It is specifically understood and agreed by OWNER that, if at any time during the effective dates of this agreement relating to abatement, OWNER Files or prosecutes an action in district court to contest the appraised value of any property of OWNER or WNER's affiliates within Jefferson County for unequal appraisal or revision thereof pursuant to Sec. 2.2 , Texas Tax Code, any and all abatements granted by the COUNTY to OVV-NER or its affiliates shall become Trull and void and cancelled. 10. POLLUTION CONTROL EXEMPTION The COUNTY understands that OWNED plans i to request from the TCEQ a determination, under Section 11.31 of the Texas Tax Code that certain property included in the New Eligible Property is pollution control property, and ii to apply for an exemption from ad valorein taxes under Section 11.31 of the Texas Tax Code with respect to all or a portion of such property determined by the TCEQ to be pollution control property. The maximum dollar value for equipment that OWNER intends to claim to the TCEQ as exempt from taxation under Section 11.31 is fifteen percent 1 % of cost "Intended Maximum"), though that number could change as current estimated per j ect costs are refined. It is understood that the COUNTY would not have agreed to this abatement percentages if it were known that the actual exempt property claimed by OWNED would exceed the Intended Maximum. In the event OWNER ultimately obtains an amount in excess of the Intended Maxir urn in any year of Abatement under this AGREEMENT (such amount the "Exempt property Excess"), the percentage of abatement described in the "Abatement Schedule" shall be reduced pro rata so as to reimburse the COUNTY for the total decrease in County tax revenue during the abatement period beginning on January 1, 2027 which is expected to result from the Exempt Property Excess. It is understood and agreed that OWNER will not seek a tax exemption for any equipment or portion of the facility which merely reduces the pollution characteristics of the finished product produced by the facility and that an exemption will only be sought for equipment and technology utilized to reduce pollution at or around the facility. 11, EVENT of DEFAULT If either party should default in performing any obligation under this AGREEMENT, EEMENT, the other party shall provide such defaulting party written notice of default and provide the defaulting party with a minimum period of thin o days to cure such default prior to instituting an action for breach or pursuing any other remedy for default, provided however, that, if the default is of such a nature that it cannot, with the exercise of reasonable M diligence, be cured within thirty days, then such party shall not be in default so long as such party has commenced such cure within thirty days after receiving written notice of such default and is diligently prosecuting such cure to completion. Subject to providing such notice of default and the aforesaid opportunity to cure same, the party aggrieved by default shall have the right to terminate this AGREEMENT T and to pursue any remedy available at law or in equity, for breach hereof. In addition, if a party (the "Affected Paf' shall become unable to timely perform any of its obligations under this AGREEMENT, other than any obligation to pay money, as a consequence of a Force Maj eure Event, the Affected Party shall be relieved of such obligation (and such failure to timely perform such obligation shall not constitute a default) to the extent that and for so long as (but only to the extent that and only for so long as) it is unable to timely perform such obligation as a consequence of such Force Maj eure Event. A "Force i laj eure Event" means any of the following: a acts of God, earthquakes, tidal waves, lightning, floods, and storms; (b) explosions and fires; c strifes and loci outs; d wars, ruts, acts of the public enemy, civil disturbances, hostilities, sabotage, blockades, insurrections, terrorism, and epidemics; e acts of expropriation, confiscation, nationalization, requisitioning, or other taking; and 0 any other event, condition, or circumstance beyond the reasonable control of the party claiming relief as a consequence thereof; provided, however, that "Force Majeure Event" does not include the inability to make payment or financial distress. . RECAPTURE OF TAXES In the event the COUNTY terminates this AGREEMENT pursuant to the provisions of Section 11 as a result of any event of default by OWNER under such Section 11, including, for the avoidance of doubt, if OWNER fails to make the improvements to the Eligible Property as provided by this AGREEMENT, the COUNTY shall be entitled to' recapture and be paid all taxes previously abated by virtue of this AGREEMENT T within thirty (30) days of the termination, together with all penalties and interest required by the Texas Property Tax Code. Notwithstanding any other provisions of this agreement to the contrary, it is distinctly understood between the parties hereto that: 1. For any activity involved in the construction of the improvements contemplated b this agreement, and, unless such vendor, supplier, contractor r service is not available locally; and, . For any constituent good or product incorporated into the construction of the project; The company must solicit and allow local vendors, contractors, suppliers and companies to bid on the provision of such goods and services from the outset of procurement for same, FAILURE TO COMPLY WITH THESE PROVISIONS SHALL BE GROUNDS FOR THE JEFFERSON COUNTY COMMISSIONERS COURT, AFTER DUE CONSIDERATION, TO REDUCE THE PERCENTAGES AND YEARS OF THE TAX ABATEMENT. T. THESE OBLIGATIONS ARE NON -DELEGABLE TO THE PARTIES HERETO AND NONE OF THE OBLIGATIONS MAY BE CONTRACTED AWAY 10 WITH THE EPC CONTRACTOR R OR OTHERS. THE RECIPIENT OF AN ABATEMENT AGREEMENT WILL, IF REQUESTED, PROVIDE THE COMMISSIONERS COURT WITH RELEVANT PORTIONS of ITS CONTRACT WITH THE EPC THAT REQUIRES FULL COMPLIANCE CE WITH ALL TERMS AN CONDITIONS of THE AGREEMENT 13. TERMINATION OWNER shall have the right to terminate this agreement at any time upon thirty 3 0 days' Witten notice to the COUNTY and COUNTY shall ba e the right of recapture per Provision number 12 above. 14. ASSIGNMENT OWNER may assign this AGREEMENT, in whole or in part, to a new owner or lessee of the same PROJECT, or a portion thereof, or to an Affiliate of OVER upon written approval by resolution of the COMMISSIONERS COURT of such assignment, and approval shall not be unreasonably withheld or delayed. It shall not be unreasonable for the COURT to withhold approval if OWNER or the proposed assignee is liable to the COUNTY for outstanding taxes or other obligations. 15. ENTIRE AGREEMENT The Parties agree that this AGREEMENT contains all of the turns 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 the AGREEMENT. 16. SUCCESSORS AND ASSIGNS This .AGREEMENT" shall be binding on and inure to the benefit of the parties, their respective successors and assigns. OWNER may not assign all or past of its rights and obligations hereunder without the prior written consent of the CST, which shall not be unreasonably withheld or delayed. It shall not be unreasonable to withhold consent to assigment if OVER or the proposed assignee(s) is/are delinquent in the payment of any ad valorem taxes. 16, NOTICE Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing same in the Ignited States nail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: OWNER. ]'file Ashton, Manager -Gov't Affairs 1585 Sawdust :Road, Suite 30 II The Woodlands, Texas 77380 'With a copy to; John Johnson Griffith Moseley Johnson 2901 Turtle Creek Drive, Site 445 Port Arty-tu.r, Texas 77642 jobiison@gmjine.com COUNTY: Hon. Jeff R. Braniel , County Judge Jefferson County Texas P.O. Box 4025 Beaumont, 'texas 77704 (409)835-466 (409) 83faosm`le With a copy to: Ms. Kathleen Kennedy, Chief Civil Attorney Criminal District Attorney 11491earl Street, 3dFloor Beaumont, Texas 77701 (409) (409) (facsimile) Mr. Fred L. Jackson, First Assistant: Staff Attorney Jefferson County Courthouse F. 0. Box 4025, Beaumont, Texas 77704 (409) (409)8 3 -2 1 1 (facsimile) 17, MERGER The Parties agree that 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. 18. INTERPRETATION The parties acknowledge that both have been represented by counsel of their choosing in the negotiation and preparation of the AGREEMENT. Regardless of which party prepared the initial draft of this AGREEMENT, this AGREEMENT shall, in the event of 12 any, dispute over its rneaning OT appli"cationl, be int reted,without reference to the principle of construction ffivoning the party who did. not, draft the AGREEMENT under construction, This AGREEMENT is made, and shall be construed and, interpreted under the laws of t1l, State ofTexas and ven�ue shall, lieiin, Jeffbrson County,, Texas. Ex ecuted in, dupl icate thi. s the /f/d'4,ay of 2 023 z III '77 County Judge 0 inty, Texas IN ATT I'S DATE EXHIBIT � e eri tion of Project' Trucking Terminal The project will be the construction nd operation of a trucking terminal to'facilitate the receipt and distribution of helium assets stored in an underground ea em developed, owned and operated by GTS. The estimated time to construct the facility is 24 months resulting in an operational startup during 2026. The estimated investment is $115 million with 10 new permanent full-time and contractor employees and 13 5 peak construction jobs. "Tax Abatement Schedule" Tax Year Abatement Percentage 1 2027 85% 2 2028 85% 3 2029 85% 2030 8% 5 2031 85% 2032 85% 2033 % 2034 5% 2035 85% 10 2036 85% 15 EXHIBIT B "Base Year Property" This base year taxable value as certified will he attached, by consent of the parties, when sane is calculated and adopted by the Jefferson County Appraisal District. EXHIBIT C — m" m n ZoneOrder" EXHIBIT D --.- "List of HUB/ DBE Companies" Property Owner may acknowledge the County has previously provided this. 19 Exhibit ill Jefferson County Abatement Policy It is understood and agreed that all abatement agreements granted herein shall conform to this abatement policy and to the Texas Tax Code. EXHIBIT "'F" _ AFFILIATES OF OWNER 20 TME $TATE, OF TEXAS 5 COUNTY OF JEFFERSON 11-lz holnel-rulle city locatelidin Jefferson County, Texas, hereinafter called: "ClITY," and Linde, Ino, Its Ill Jig IIIIIIIII JM�IFIII1IIl I 1 11 1 1 1 extra -te r d toria I jurisdiction of the City, such Industrialli distflot being known as the City of Beaunion't InidustrIal District (the "Industrial DilstriGt"); and, 11111111 1 '111111%11111� 12i'l 11 riu�! I and extend opportunities lfor local contractors and, sub -contractors to, pairticipate; and, ale 1pjl� I ill Vil liql �111111 11 PIT TIMI lill 1111111111111141 Jill NEMB=�WMJR 111111 [fir 11 lilliql 1pl Ili '"; 1111 Ili �111 111111 Illillilill �I 111111M � � III � 11,11 111�� 1111�1111111111�l 1111111�111jl 11111�1111111i� I JAY ql I ll�ll�l�plij' AR 6 9 WMCHAI MWX EK&IOTHRAM 11 111 iiqji� I� ; 111 11111111 1 I� IIIIIIIIIIII III Milli III 2, Company will recelve 100 percent tax abaternlent for payments due for the ten 0 0) tax years beginning January 1, 2026 (,taxes, due February 1, 20271) or, the tax years immediately following completion of construction and commIssioning, whichever Is eariller. This abatement does, not, IncILIde the value of existing property ownedby Company affillates, which may be the subject of separ,aite Industrial distriot agreements. The Company shall notify City In writing at leIast thifty, (30) days prior to the date any, construction that will be suect to abatement Is scheduled, to cornmence., 3, Company will make. a good Mith effbrt to utze a cliverse local workrorce In =flu= 'ITI 1 11 111 T 6. At the expirationof thIsAgreement, which may not, be renewed or extended, Company agreas to enter Into a new mutually agreeable Industrial dis, riot agreement with City contalning City's, standard t�erms, to encompII all of Company"s property and Improvornants In the Industrial PROPERTY COVERED BY AGREEMENT It Is the Intention, of the Parties hereto that, this Agreement shall govern and affect only the hydrogen and air separation, manufacturing faclilty (faollitles,, real, parsonal,,, end mixed) as described In Article I of this Agreement, and doles, not gov rn and affect other properties of'Compa,ny afflillates that are sult4ect to IndListrial district agreements that were) In effOct prior to execution of 170 AnIMM11111 SALE BY COMPANY M, A, a W A a I sill .A. 4L mot, W V IF AR11 X"ITY'S OBLIGA IONS 1. City agrees that It will, notal,nnex, attempt to annex or In any way cause or permlit to be annexed any Portion of lands or facilitles or properties of sa'I'd Company Covered by this Agreement fo r the pe hiod of this Ag re e men It exce pi as follows: (a) If the City determines that annexation of all or any part, of the properties covered by this Agreement be1onging to siald, Company Is reasonably no, cossary to prornolte arid protect IdIng ewitadjacent to the Olty, tile City the genefall health, saf6ty and welfare of pr�sons or res will, notify Company In, accordance with State law ofthe proposed annexationi, In the event ofstich annexation, Company will not, be required to mako further payment under this Agrelement for any callendar year cornmenicIng after such annexation with, respect to the pfro erty so annexed,, but shall P f 0 W A 4W A I I BOAof a, I ro M gam extendled or enforced as to any land and property of Company within sald Clity olf Beaumont tons, or Industrial DisiNct, any rules,1 regulalti any Moir actions- (a) seeking in any way to control the platting and subdivisions of liand, (b) prescribing any buildings,, electrical, plumbing or Inspection i standards or equipment, or (c) attempting to regulate or control In any 'way the conduct of Complany's activities, facillflos or personnel thereof. understood and agreed that during thel term of this Agreement,, thoi Cityshall not, be �required to Nrnish any mlinicipal services to Company's property located within, the City of BMIMOnt Industrial', District; providect, howeverCity, agrees to furnish ilre protection to Company should sulch, protection be requested by Company, In the event an, u�nusual emorgenicy situation ,tccurs. 717he City 'will also proAde police protection If called upon by the Jefferson County Sheriffs Department for assistance. 6EII LE TERMINATION FOR BREACH 11 Is agreed by, the Padles to this Ag 0 re o complete and taithfull perform rn nt that only full ance of H)e terms, hereof shall satisfy the rights and obligations assunaed by the Parties and that,, therefore, I n, addition: to any actlonil aur damages which elther party may have, Comp ny ,shall be entitled to enjoin the enactment or enforcement of any ordinance ovolharter amendment In 1111111111plirr ��J;Jr, lily arq lllq� I III l�iiiii III Jill eq,oltable rellef Including specc performance of the Agreement, as, is necessary! to, enforce Its rights. It Is further agreed that sholuld this Agreement be brealiclied by Company,, tlie City Shall be entilledin addition to any action at, law �for damages,, to obtain Spectfic performance of th,is I Agreement and such other equitable rellefnecessary to, enforce Rs. rights. 1111 , Jill 1 �J I Jill I'll 111 11 111�� Jill JJIIIJ�111� I III 11 1 1 111 � 111 lJ Jill! [Imi-Iii:111 11117, IM 1 11 M; I MOA T 11 llllliiiiiillJJJiiiiIIiI igum, 7 Any noillice prolvided for In this Contract, or which may otherwise be required by, law! Jill Pil 1ppi�J Ji I J I illi�Iilill Ir IIIJ 7 1111 ll��111 �, 1, Pi I � � � � I City Manager E-mail: City of Beaut 8,01 Main Beaumont Texas 77'704 Fax (409) 880-3132 ABM�QLE VII I. CONTINUATION If this Agreement shall, be, held Invalid by any court of competent jIdetion. such holding I" RI0 IRS 111 1 1 1 1 M, � 1 IN' WITNESS WHEREOF, this Agreement, consisting of' 6 pages, Is executed In dupilloate counterparts as, of this day of 2023, LINDE, INC. �Y 141, All 44 Dina Broussard, °"C ark n B ■ Villr tV44" U.� "eAoOo' A, A P RQ4ECT SHIELD,C4, /�Vo ca; ) Prop,osed Investment I uns m upmmmm 300 MMM/D of blue hydrogen productloti 3000 TPD of n1trogien and oxygen' production 6000 TP D d ca rboli capture sysitein Capital Investment: Estimated a $1.7 billion Employmetito I 30 direld, jobs with average wage$, of $85,0�0,0 or more 11200 Pea k tonstruct'loh) Jobs I Taxable Inventoryt * Estimated at $25 million 0 Estimated $140j100, 0 annual inclustrial d1strict revenue to city Xmkdmffl����W1� THAT, the City Man,aget- be and he is hereby authorized to, execute an Industrial D'IstridAgreement with, Linde, [ne., in, order to; oftr economic clevelopment incentives for a new Industrial pr9ject. The Agi-eement is substantially in the form attached hereto as Exhibit, 'A"' and made a part hereof fbrall, purposes. The meeting at which this resolution was approved was 'in all things, conducted in stricit compliance with the Texas Open Meetings Act, Texas Goverwent Coclei, Chapter PASSED BY THE CITY COUNCIL, of' the City of Beaumont this the 118th day of