R-2015-089 2015-05-18RESOLUTION NO. R2015-89
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the City Manager or his designee to enter into a Tax
Abatement Agreement with Shale -Inland Holdings, LLC, Southwest
Stainless, LP and American Commercial Contractors and authorizing a
Loan Agreement between the Pearland Economic Development
Corporation and Shale -Inland Holdings, LLC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Tax Abatement Agreement, a copy of which is attached
hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and
approved.
Section 2. That certain Loan Agreement a copy of which is attached hereto as
Exhibit "B" and made a part, hereof for all purposed, is authorized and approved.
Section 3. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a Tax Abatement Agreement.
PASSED, APPROVED and ADOPTED this the 18th day of May, A.D., 2015.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
�cQ
TOM REID
MAYOR
Resolution No. R2015-89
Exhibit "A"
THE STATE OF TEXAS
COUNTIES OF BRAZORIA,
FORT BEND, AND HARRIS
TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement ("Agreement") is entered into by and between
the City of Pearland, Texas, a home rule city and Municipal Corporation of Brazoria,
Fort Bend, and Harris Counties, Texas (the "City"), duly acting by and through its City
Manager, and Southwest Stainless, LP, a Delaware Limited Partnership (Southwest),
duly acting by and through Kevin S. Boyle, Sr., its Chief Financial Officer and Shale -
Inland Holdings, LLC, a Delaware Limited Liability Company, (hereinafter called Shale)
duly acting by and through Kevin S. Boyle, Sr., its Chief Financial Officer and American
Commercial Contractors, LLC a Texas Limited Liability Corporation (hereinafter called
ACC), duly acting by and through its President, Susan Rozman. Unless individually
recognized Shale, Southwest and ACC shall be collectively referred to as the
"Companies."
WITNESSETH:
WHEREAS, on the 12th day of December, 2012, the City Council of the City
passed Ordinance No. 1473 establishing Reinvestment Zone #23 in the City for general
business tax abatement, as authorized by Chapter 312, Tax Code, V.A.T.S. as
amended (the "Code"); and
WHEREAS, the City previously adopted Resolution No. R2015-19, establishing
appropriate guidelines and criteria for governing reinvestment zones and tax abatement
agreements to be entered into by the City as contemplated by the Code; and
WHEREAS, the City's objective is to maintain and/or enhance the general
business economic and employment base of the Pearland area for the long term
interest and benefit of the City, in accordance with Resolution No. R2015-19 and the
Code; and
WHEREAS, the contemplated use of the Premises, as hereinafter defined, and
the contemplated improvements to the Premises in the amount as set forth in this
Agreement and the other terms hereof are consistent with encouraging development of
said Reinvestment Zone in accordance with the purposes for its creation and are in
compliance with Resolution No R2015-19 and the guidelines and criteria adopted by the
City and all applicable law; and
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WHEREAS, the Improvements, as defined below, constitute a major investment
within the Reinvestment Zone that will substantially increase the appraised value of
property within the zone and will contribute to the retention or expansion of primary and
secondary employment within the City; and
WHEREAS, there will be no substantial adverse effect on the provision of City
services or on its tax base and the planned use of the Premises will not constitute a
hazard to public safety, health, or welfare; and,
WHEREAS, but for the benefits provided through this Tax Abatement Agreement
the Improvements as defined below would not be made in the City; and
WHEREAS, the Companies declare that they will be the sole beneficiary of the
benefits provided through this Tax Abatement Agreement and that the Companies will
not share any portion of the proceeds of the benefits received through this Tax
Abatement Agreement with any other party as compensation or award for consulting or
other services received by the Companies contingent upon the successful execution of
this agreement;
NOW, THEREFORE, for and in consideration of the mutual agreements and
obligations set forth below, the sufficiency of which is hereby acknowledged by the
parties hereto, the Companies and the City mutually agree as follows:
1. DEFINITIONS:
a. Effective Date: The words "Effective Date" mean January 1, 2017.
b. Freeport Goods: The words "Freeport Goods" mean inventory that
qualifies as freeport goods under Section 11.251 of the Texas Tax Code,
as amended.
c. Improvement: The word "Improvement" means a building,
structure, fixture, or fence erected on or affixed to land.
d. Inventory: The word "Inventory" means personal property that
comprises Southwest's inventory of finished goods, supplies, raw
materials, and work in progress.
e. Personal Property: The words "Personal Property" mean property
that is not land or an improvement, including inventory, furniture,
equipment, and machinery.
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f. Premises: The property subject to this Agreement, as described by
the metes and bounds and map attached hereto as Exhibit "A."
g. Tangible Personal Property: The words "Tangible Personal
Property" have the same meaning as that term is given in Section 1.04 of
the Texas Tax Code, as amended.
2. CONFLICT OF INTEREST: The City represents and warrants that the
Premises does not include any property that is owned by a member of its council or
boards, agencies, commissions, other governmental bodies or employees approving. or
having responsibility for the approval of, this Agreement.
3. ABATEMENT: Subject to the terms and conditions of this Agreement,
and subject to the rights and holders of any outstanding bonds of the City, a portion of
ad valorem taxes assessed upon the Premises, Improvements, and certain personal
property as defined herein and otherwise owed to the City shall be abated. The City
hereby acknowledges that it is not aware of any terms or conditions of any outstanding
bonds which would invalidate this Agreement or would conflict with the provisions of this
Agreement. This Agreement shall be effective with the Effective Date.
a. Improvements: In each year that this Agreement is in effect, there
shall be an abatement of taxes assessed upon the increased value of the
Premises due to the Improvements defined herein, exclusive of future or
other capital investment made at the Premises not contemplated herein,
over the market value as of January 1st in the year in which this
Agreement is executed. The abatement as herein provided shall be for
the following years and in the following amounts: (i) One hundred percent
(100%) of the taxes assessed upon the increased value of the
Improvements set forth below exclusive of future or other capital
investment made at the Premises, annually for a period of three (3) years
beginning January 1, 2017 and ending December 31, 2019; (ii) Seventy
five percent (75%) of the taxes assessed upon the increased value of the
Improvements set forth below exclusive of future or other capital
investment made at the Premises, annually for a period of three (3) years
beginning January 1, 2020 and ending December 31, 2022; and (iii) Fifty
percent (50%) of the taxes assessed upon the increased value of the
Improvements set forth below exclusive of future or other capital
investment made at the Premises, annually for a period of four (4) years
beginning January 1, 2023 and ending December 31, 2026.
b. Inventory: Additionally, there shall be an abatement of forty
percent (40%) of the taxes on Inventory that are not freeport goods,
annually for a period of ten (10) years beginning January 1, 2017 and
ending December 31, 2026.
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4. FUNDING CONDITIONS: The Companies must meet all of the following
conditions ("Funding Conditions"), or the Companies shall be subject to liquidated
damages and/or repayment of abated taxes in accordance with this Agreement:
a. Capital Improvements: The Companies shall construct various
improvements on the Premises, which shall be substantially complete on
or before December 31, 2016 (the "Improvement Completion Date"), and
which when complete shall have a minimum investment value of Fourteen
million dollars ($14,000,000) for the land and improvements. The
Companies shall have such additional time to complete the Improvements
as may be required in the event of "force majeure" (as set forth herein) if
the Companies are diligently and faithfully pursuing completion of the
Improvements. The date of completion of the Improvements shall be
defined as the date a Final Certificate of Occupancy is issued by the City.
b. Job Creation: Shale shall create a total of not less than 80
"Employment Positions", as defined herein, by December 31, 2016;
Shale shall demonstrate compliance with this Section by maintaining a
minimum of ninety five percent (95%) or more of the required
Employment Positions at the Premises for the entire duration of this
Agreement. Employment Positions, for purposes of this Agreement,
shall only be counted if the number of Employment Positions is greater
than the total number of Employment Positions located at Shale's
operations in the City at the time this Agreement is executed (the
"Threshold").
c. Employment Positions. For the purposes of this Agreement,
"Employment Positions" shall be defined as Shale's jobs meeting all of the
following criteria:
1) New positions based at the Premises that require at
least 2000 hours worked annually per employee;
and
2) The Employment Positions must have an average
annual gross compensation of at least $40,000.00
per year (excluding benefits); and
3) Medical benefits must be provided for each
Employment Position.
d. Non -Freeport Inventory. Southwest shall maintain at the
Premises, during the term of this Agreement, inventory (other than
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Freeport Goods) with a value that never falls below the yearly minimum
values shown in Table 4.1 below:
Table 4.1 Inventory Value
Year
Inventory Value After
Freeport Exemption
2016
$57,500,000
2017
$60,000,000
2018
$63,200,000
2019
$64,900,000
2020
$67,500,000
2021
$67,500,000
2022
$67,500,000
2023
$70,200,000
2024
$70,200,000
2025
$70,200,000
e. Lease agreement: Southwest and ACC shall execute an
agreement providing for (1) the construction of an approximately 205,000
square foot manufacturing/distribution facility on the Premises, and (2) a
lease of said facility by Southwest as the tenant for the term of this
Agreement.
5. APPLICATION FOR TAX ABATEMENT: Shale and Southwest agree
and covenant that the information provided in the Application for Tax Abatement
attached hereto as Exhibit "B" is true and correct and that any materially false or mis-
leading information provided to applicable taxing jurisdictions shall be an event of
default and grounds for termination of this Agreement.
6. GOOD FAITH, COMPLIANCE AND CONSIDERATION: The Companies
agree and covenants that it will diligently and faithfully, in a good and workmanlike
manner, pursue completion of the Improvements as a good and valuable consideration
of this Agreement. The Companies further covenant and agree that all construction of
the Improvements will be in accordance with all applicable federal, state and local laws
and regulations or valid waiver thereof. In further consideration, the Companies shall
thereafter, from the date a Final Certificate of Occupancy is issued until the expiration of
this Agreement, continuously operate and maintain the Premises and limit the use of
said Premises to that use which is consistent with the terms of this Agreement and the
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general purpose of encouraging development or redevelopment of the Reinvestment
Zone during the period that this Agreement is in effect.
7. ANNUAL COMPLIANCE VERIFICATIONS: No later than 60 days after
January 1, 2018, and continuing every year thereafter through 2027, Shale and
Southwest shall deliver to the City an Annual Compliance Verification, in the form of
Exhibit "C", attached hereto, signed by duly authorized representatives of the
Companies certifying the following information:
a. the number of Employment Positions created and maintained by
Shale on the Premises, the general description the Employment Positions
existing as of December 31st of the preceding year and the wage
information for all Employment Positions; and
b. the appraised value, as determined by the Central Appraisal
District, of the Improvements and Inventory as defined herein, supporting
evidence that the Improvements were constructed or installed on or before
the Improvements Completion Date and a general description of the
Improvements and Inventory existing as of December 31st of the
preceding year
There shall be a total of ten (10) Annual Compliance Verifications submitted to the City
with respect to calendar years 2017 through 2026. Each Annual Compliance Verification
shall include specific back-up information supporting the Employment Position data.
Furthermore, all Annual Improvement Compliance Verifications shall consist of a
certified copy of the appraised value of the Improvements and Inventory as shown by
the Central Appraisal District supported by all correspondence, renditions, appeals or
contests and settlement of appraised value and shall provide appropriate back-up data
for the Improvements exclusive of other investments made at the Premises.
8. APPLICATION FOR PROPERTY TAX ABATEMENT EXEMPTION
FORM 50-116: Southwest shall annually submit the Application for Property Tax
Abatement Exemption Form 50-116, in the form of Exhibit "D" to Brazoria County
annually to qualify for its abatement and shall submit a copy to the City as part of its
Annual Compliance Verification.
9. CERTIFICATION OF GOOD STANDING/DELINQUENT TAXES: By
execution of this Agreement, the Companies certify that the Companies are in good
standing under the laws of the State in which it was formed or organized, and have
provided the City evidence of such. In addition, the Companies certify that the
Companies owe no delinquent taxes to any taxing unit of the State of Texas, the City or
any other local tax levying political subdivision with jurisdiction to levy taxes in or on the
operations and property of the Companies at the Premises.
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10. CERTIFICATION RELATING TO UNDOCUMENTED WORKERS: By
execution of this Agreement, the Companies, including any business, branch, division,
and department of the Companies, certify that it does not and will not knowingly employ
an undocumented worker (as defined by Texas Government Code Section
2264.001(4)). If after any abatement of taxes under the Agreement, the Companies, or
a business, branch, division, or department of the Companies, is convicted of a violation
under 8 U.S.C. Section 1324a(f), the Companies shall repay the amount of any funds
abated plus interest at the rate of 8% per year. The repayment shall be due and owing
not later than the 120th day after the date of the conviction without the requirement of
notice from the City.
11. ACCESS TO PREMISES: The Companies further agree that the City, its
agents and employees, shall have the right to enter upon the Premises at any
reasonable time upon at least 24 hours prior written notice, to inspect the Improvements
in order to determine whether the construction of the Improvements is in accordance
with this Agreement and all applicable federal, state, and local laws, ordinances, and
regulations or valid waiver thereof. After completion of the Improvements, the City shall
have the continuing right to enter upon and inspect the Premises at any reasonable
time, after 24 hours written notice has been given, to determine whether the Premises
are thereafter maintained and operated in accordance with this Agreement and all
applicable federal, state, and local law, ordinances, and regulations. The City shall
conduct at least one inspection annually to ensure compliance with the guidelines
contained in Resolution No. R2015-19. Notwithstanding any other provision of this
Agreement, if the City determines that a violation of a federal, state, or local law,
ordinance or regulation exists on the Premises, the City may, in addition to any other
authorized enforcement action, provide to the Companies written notice of such
violation. For the purposes of this Agreement, the Companies shall have ten (10) days
from the date of the notice to cure or remedy such violation. If the Companies refuse to
cure or remedy the violation within the ten (10) day period, the Companies are subject
to the forfeiture, at the discretion of the City, of any right to any tax abatement for a
portion of the period or the entire period covered by this Agreement.
12. LIQUIDATED DAMAGES:
a. Funding Condition Targets. As set forth above, during the term
of this Agreement through 2026, Shale and Southwest shall deliver to the
City an Annual Compliance Verification demonstrating compliance with the
Funding Conditions of this Agreement for the preceding year. If Shale and
Southwest fail to timely provide an Annual Compliance Verification or
provide an Annual Compliance Verification that demonstrates Shale or
Southwest failed to meet a Funding Condition target(s) for that year, then
the City may, at its sole discretion and in addition to all other remedies for
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the recapture of lost tax revenue provided herein, require the Companies
to pay liquidated damages up to the amount of the abatement received for
the year in which the Companies did not meet the Funding Conditions.
b. General Provisions Related to Liquidated Damages: Liquidated
damages provided for herein shall be construed in accordance with
Section 312.205, Tax Code, V.A.T.S., as amended, and shall include all
taxes which otherwise would have been paid to the City without the benefit
of abatement (but without the addition of penalty; interest will be charged
at the statutory rate for delinquent taxes as determined by Section 33.01
of the Tax Code) and shall become a debt to the City and shall be due,
owing and paid to the City as liquidated damages subject to the expiration
of any cure period or the termination date, whichever is applicable. The
City shall retain all remedies for the recapture and collection of the lost tax
revenue as provided generally in the Tax Code for the collection of
delinquent property taxes and in accordance with Resolution No. R2015-
19.
13. DEFAULTS AND REMEDIES:
a. Each of the following acts or omissions of the Companies or
occurrences shall constitute an act of default under this agreement:
1) The Companies fail to meet the Capital Improvements
Funding Conditions by the Improvement Completion Date.
2) The Companies fail to provide or submit Annual Compliance
Verification Report(s) as required by this Agreement.
3) The Companies fail to meet any of the Funding Conditions
set forth in Section 4 of this Agreement.
4) The Companies allow their ad valorem taxes owed to any
taxing jurisdiction with respect to the Premises (or Tangible
Personal Property associated therewith) or the Inventory to
become delinquent, and fail to timely and properly follow the
legal procedures for protest and/or contest of any such ad
valorem taxes.
b. In the event of a default of the terms of this Agreement, the City
shall provide the Companies written notice of such default, which notice
shall be delivered by personal delivery or certified mail to:
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Kevin S. Boyle, Sr.
Shale -Inland Holdings, LLC
515 Post Oak Blvd., Suite 800
Houston, Texas 77027
Kevin S. Boyle, Sr.
Southwest Stainless, L.P.
515 Post Oak Blvd., Suite 800
Houston, Texas 77027
Susan Rozman
American Commercial Contractors, LLC
4660 Sweetwater Blvd Suite 110
Sugar Land, Texas 77479
c. If the Companies fail to satisfactorily cure a default under this
Agreement within thirty (30) days of the date of receiving written notice,
this Agreement may be terminated by the City at its discretion without
further notice or liability to the Companies. In the event the Companies
fail to cure a default within thirty (30) days of receiving notice, the
Companies shall immediately refund to the City any amounts abated
under this Agreement plus interest at the rate of 8% per year,
compounded annually from January 1 of the year prior to the Default Year
to the date of payment of the refunded taxes.
d. Shale shall provide the City a written notice a minimum of thirty (30)
days before any of the Employment Positions or Improvements are moved
from the Premises that would result in a reduction below the then required
Employment Positions. In the event Shale shall move any of the
Employment Positions or Improvements required by this Agreement from
the Premises during the term of the Agreement, the City in its sole
discretion, may, terminate this Agreement and require the Companies to
immediately refund, to the City, all or a portion of the taxes previously
abated under this Agreement, plus interest at the rate of 8% per year,
compounded annually from January 1 of the year following the execution
of this Agreement to the date of repayment.
e. All taxes abated herein shall be deemed due and owing to the City
at any point that the Companies cannot pay their bills as they come due.
If after the Companies are no longer able to pay their bills as they come
due, they file for protection from their creditors under any chapter of the
bankruptcy code the City may, at its discretion, pursue the abated taxes
as a creditor in the bankruptcy for unpaid property taxes subject to any
and all tax liens applicable thereto.
14. CITY AUDIT RIGHTS:
a. Duty to Maintain Records. The Companies shall maintain
adequate records to support its compliance with the terms of this
Agreement. The Companies shall also maintain such records as are
reasonably deemed necessary by the City and auditors of the City, or
such other persons or entities designated by the City, to ensure proper
accounting for all costs and performances related to this Agreement.
b. Records Retention. The Companies shall maintain and retain for
a period of four (4) years after the submission of the final Annual
Compliance Verification report, or until full and final resolution of all audit
or litigation matters which arise after the expiration of the four (4) year
period after the submission of the final Annual Compliance Verification
report, whichever time period is longer, such records as are necessary to
fully disclose the extent of services provided under this Agreement,
including but not limited to any daily activity reports and time distribution
and attendance records, and other records which may show the basis for
the calculation of full time positions.
c. Audit Trails. Appropriate audit trails shall be maintained by the
Companies to provide accountability for updates and changes to
automated personnel and financial systems. Audit trails maintained by the
Companies shall, at a minimum, identify the changes made, the individual
making the change and the date the change was made. An adequate
history of transactions shall be maintained by the Companies to permit an
audit of the system by tracing the activities of individuals through the
system. The Companies' automated systems provide the means whereby
authorized personnel have the ability to audit and establish individual
accountability for any action that can potentially cause access to,
generation of, or modification of information related to the performances of
this Agreement. The Companies agrees that its failure to maintain
adequate audit trails and corresponding documentation shall create a
presumption that the performances were not performed.
d. Access. The Companies shall, upon reasonable advance notice,
grant the City, or such other persons or entities designated by the City for
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the purposes of inspecting, auditing, or copying such books and records,
access, during normal business hours on a not to interfere basis, to all
paper and electronic records, books, documents, accounting procedures,
practices or any other items relevant to the performance of this
Agreement. All records, books, documents, accounting procedures,
practices or any other items relevant to the performance of this Agreement
shall be subject to examination or audit by the City, or such other persons
or entities designated by the City in accordance with all applicable state
and federal laws, regulations or directives. The Companies will direct any
subcontractor with whom it has established a contractual relationship to
discharge the Companies' obligations to likewise permit access to,
inspection of, and reproduction of all books and records of the Companies'
subcontractor(s) which pertain to this Agreement.
e. Location and Reimbursement. Any audit authorized herein shall
be conducted at the Companies' Premises in the City during normal
business hours and conducted at the City's expense and in a manner not
to unreasonably interfere with Shale's, Southwest's and ACC's business,
provided all reasonable costs incurred by the City in conducting any such
audit shall be reimbursed by the Companies in the event such audit
reveals an aggregate discrepancy in any of the Companies' reporting of
compliance as required by this Agreement. If any audit or examination
reveals that the Companies' reports for the audited period are not
accurate for such period, the Companies shall reimburse the City in
accordance with Section 11 of this Agreement.
f. Corrective Action Plan. If an audit reveals any discrepancies or
inadequacies which must be remedied in order to maintain compliance
with this Agreement, applicable laws, regulations, the Companies'
responsibilities or performance standards, the Companies agree to, within
thirty (30) calendar days after the Companies' receipt of the audit findings,
propose and submit to the City a corrective action plan to correct such
discrepancies or inadequacies subject to the approval of the City. The
Companies further agree, at the sole cost of the Companies, to complete
the corrective action approved by the City within thirty (30) calendar days
after the City approves the Companies' corrective action plan.
g. Reports. The Companies shall provide to the City periodic status
reports in accordance with the City's audit procedures regarding the
Companies' resolution of any audit -related compliance activity for which
the Companies are responsible.
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15. REPORTS AND BRIEFINGS: In a manner consistent with the need to
protect privacy and the intellectual property of the Companies and third parties, the
Companies will provide periodic briefings as reasonably requested by the City on the
general activities, economic impact and progress of the new project development and
business operations in Texas.
16. USE AND RETENTION OF CITY CRAFTSMEN, TRADES AND
SUPPLIERS: Although not an event of default or a condition to this Agreement, the
City requests that the Companies satisfy their need for additional employees from
residents of the City of Pearland, Texas, and purchase all materials, supplies and
services necessary to affect the occupancy of the property from City of Pearland
merchants and businesses.
17. COMMUNITY INVOLVEMENT: Although not an event of default or
condition of any advance hereunder, the Companies agree to actively participate in
community and charitable organizations and/or activities, the purpose of which are to
improve the quality of life in the City of Pearland, Texas, and to actively encourage its
employees to be involved in such organization and/or activities.
18. FINANCIAL INFORMATION: The Companies shall furnish the City, if
requested, on an annual basis by February 28, of each year throughout the term of this
Agreement, information regarding the general business status, market and general
summary financial updates regarding the Companies.
19. INDEMNITY AND HOLD HARMLESS: The Companies release, acquit,
indemnify, and hold harmless the City, its officers, agents, employees, successors, and
assigns, from any and all kinds of claims, demands, losses, damages, injuries, rights,
causes of action, or judgments of whatsoever character or nature, including attorneys'
fees, which may arise as a result of this agreement. The provisions of this section
reflect the expressed intentions of the Companies and the City and shall survive the
termination, expiration, or cancellation of this agreement.
20. EXPRESS NEGLIGENCE. The indemnity set forth in this agreement is
intended to be enforceable against the Companies and their successors and assigns in
accordance with the express terms and scope hereof notwithstanding Texas' express
negligence rule or any similar directive that would prohibit or otherwise limit indemnities
because of the negligence (whether sole, concurrent, active or passive) or other fault or
strict liability of the city.
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21. GENERAL PROVISIONS
a. Authority. Each party represents that it has obtained all necessary
authority to enter into this Agreement.
b. Relationship of Parties and Disclaimer of Liability. The parties
will perform their respective obligations under this Agreement as
independent contractors and not as agents, employees, partners, joint
ventures, or representatives of the other party. Neither party can make
representations or commitments that bind the other party. The Companies
are not a "governmental body" by virtue of this Agreement or the City's
granting of an abatement.
c. Limitation of Liability. In no event will either party be liable to the
other party for any indirect, special, punitive, exemplary, incidental or
consequential damages. This limitation will apply regardless of whether or
not the other party has been advised of the possibility of such damages.
d. Term. The term of this Agreement commences on the Effective
Date of this Agreement and continues until December 31, 2026 unless
terminated earlier pursuant to the terms of this Agreement.
e. Termination for Cause. Either party may terminate this
Agreement for cause upon thirty (30) days prior written notice to the other
party. "Cause" is any failure to perform a material obligation under this
Agreement within the specified time; including the Companies' failure to
comply with any Funding Conditions contained herein. The sole remedy
for any termination for Cause (and for the "cause" giving rise to the
termination) shall be that each party is relieved of its obligation to perform
hereunder, however, following termination by the City, the Companies will
continue to be obligated to the City for liquidated damages and/or
repayment of abated taxes in accordance with applicable provisions of this
Agreement.
f. Dispute Resolution and Applicable Law.
1) Informal Meetings. The parties representatives will meet
as needed to implement the terms of this Agreement and will make
a good faith attempt to informally resolve any disputes.
2) Applicable Law and Venue. This Agreement is made and
entered into in the state of Texas and this Agreement and all
disputes arising out of or relating thereto shall be governed by the
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laws of the state of Texas, without regard to any otherwise
applicable conflict of law rules or requirements. The Companies
agree that any action, suit, litigation or other proceeding
(collectively "litigation") arising out of or in any way relating to this
Agreement, or the matters referred to therein, shall be commenced
exclusively in the State of Texas in any court with proper jurisdiction
to hear this matter closest to the City Hall of the City of Pearland,
and hereby irrevocably and unconditionally consent to the exclusive
jurisdiction of those courts for the purpose of prosecuting and/or
defending such litigation. The Companies hereby waive and agree
not to assert by way of motion, as a defense, or otherwise, in any
suit, action or proceeding, any claim that (a) the Companies are not
personally subject to the jurisdiction of the above-named courts, (b)
the suit, action or proceeding is brought in an inconvenient forum or
(c) the venue of the suit, action or proceeding is improper.
22. MISCELLANEOUS PROVISIONS
a. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
and it shall not be necessary in establishing proof of this Agreement to
produce or account for more than one such counterpart.
b. Merger. This document constitutes the final entire agreement
between the parties and supersedes any and all prior oral or written
communication, representation or agreement relating to the subject matter
of this Agreement.
c. Severability. Any term in this Agreement prohibited by, or unlawful
or unenforceable under, any applicable law or jurisdiction is void without
invalidating the remaining terms of this said Agreement. However, where
the provisions of any such applicable law may be waived, they are hereby
waived by either party, as the case may be, to the fullest extent permitted
by the law, and the affected terms are enforceable in accordance with the
parties' original intent.
d. Survival of Promises. Notwithstanding any expiration, termination
or cancellation of this Agreement, the rights and obligations pertaining to
payment or repayment of abated taxes and/or liquidated damages,
confidentiality, disclaimers and limitation of liability, indemnification, and
any other provision implying survivability will remain in effect after this
Agreement ends.
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e. Binding Effect. This Agreement and all terms, provisions and
obligations set forth herein shall be binding upon and shall inure to the
benefit of the parties and their successors and all other state agencies and
any other agencies, departments, divisions, governmental entities, public
corporations and other entities which shall be successors to each of the
parties or which shall succeed to or become obligated to perform or
become bound by any of the covenants, agreements or obligations
hereunder of each of the parties hereto.
f. Successors and Assigns/Notice. The terms and conditions of
this Agreement are binding upon the successors and assigns of all parties
hereto. This Agreement may be transferred or assigned by the
Companies only upon written permission by the City in accordance with
Resolution R2015-19, which permission shall not be unreasonably
withheld. No assignment shall be approved if the assignor or assignee is
indebted to the City for ad valorem taxes or other obligations. The
Companies, or any legal successor thereto or prior assignee thereof, may
assign their rights and obligations under this Agreement, including by
merger or operation of law, to any legal successor or any person or entity
that acquires all or substantially all of their business and operations. In
addition, with the prior written consent of the City, which consent shall not
be unreasonably withheld or delayed, the Companies, or any legal
successor company thereto or prior assignee thereof, may assign their
rights and obligations under this Agreement to any parent or wholly owned
subsidiary that they currently have in place or later establish, if it is
constituted as a separate legally recognized business entity. Any such
assignment will be made without additional consideration being payable to
the City. This Agreement shall survive any sale, change of control or
similar transaction involving the Companies, any successor thereto or
prior assignee thereof and no such transaction shall require the consent of
the City. The Companies shall provide the City written notice of any
assignment, sale, change of control or similar transaction pursuant to this
section as soon as possible and in no event not later than thirty (30)
calendar days following such event.
g. Force Majeure. Neither party shall be required to perform any
obligation under this Agreement or be liable or responsible for any loss or
damage resulting from its failure to perform so long as performance is
made impossible by force majeure or acts of God, including but not limited
to strikes, lockouts or labor shortages, embargo, riot, war, revolution,
terrorism, rebellion, insurrection, flood, natural disaster, interruption of
utilities from external causes. If the force majeure only delays
performance, then the Parties shall not be relieved of the duty to perform
15
their obligations under this Agreement but shall have additional time equal
to said delay to perform.
h. Notice. All notices, requests, demands and other communications
will be in writing and will be deemed given and received (i) on the date of
delivery when delivered by hand or via electronic mail, (ii) on the following
business day when sent by confirmed simultaneous telecopy and (iii) on
the following business day when sent via overnight courier (e.g., Federal
Express).
23. AGRICULTURAL VALUATION: It is understood and agreed by the City
and the Companies that if the Premises has been designated and taxed as agricultural
land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S., that this Agreement
shall not be effective and no abatement granted until the Companies has removed the
agricultural use designation and all taxes due pursuant to Section 23.55, Tax Code,
V.A.T.S., as amended, (roll back taxes) have been paid.
24. CITY AUTHORIZATION: This Agreement was authorized by Resolution
of the City Council at its council meeting on the 18th day of May, 2015, authorizing the
City Manager to execute the Agreement on behalf of the City.
Witness our hands this 181x' day of May
ATTEST: CITY
By: ..._ -"Ii/ /01� . By:
ifngLoJrTR;•'/ Se. ary ,,•NQ�,R�gN%,
/\•:N=
APPROVED AS TO FORNVP,,• •....••••
,'
By:
Darrin M. Coker
City Attorney
16
2015.
y Pear on
ity Ma ager
THE STATE OF TEXAS
COUNTY OF BRAZORIA
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Clay Pearson, City Manager for the City of Pearland, known to me to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 1S DAY OF
, A.D., 2015.
MARIA E. RODRIGUEZ 1
Notary Public, Stale of Texas
My Commission Expires:
`'rfOF�Q'
02/26/2017
Via: 1'!ICfiLiV./Co^✓✓1,drfM��iFiCrl�C�.�tI�
THE STATE OF
COUNTY OF
NOTARY PUBLIC, STATE OP'TEXASv
Printed Name: M a -t z E. F.>QpR+ciuEZ.
Commission Expires: Qt, 21, _ Zp (1
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Kevin S. Boyle, Sr., Chief Financial Officer of Shale -Inland Holdings, LLC, known to me
to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF
, A.D., 2015.
NOTARY PUBLIC, STATE OF TEXAS
Printed Name:
Commission Expires:
18
SHALE -INLAND HOLDINGS, LLC
By:
Kevin S. Boyle, Sr.
Chief Financial Officer
SOUTHWEST STAINLESS, L.P.
By:
18
Kevin S. Boyle, Sr.
Chief Financial Officer
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:54/C-e‹)
Susan Rozman
President
19
THE STATE OF
COUNTY OF 471
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Kevin S. Boyle, Sr., Chief Financial Officer of Shale -Inland Holdings, LLC, known to me
to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 2 `1 DAY OF
, A.D., 2015.
SUSAN E. MILLER
(elk
MY COMMISSION EXPIRES
October 17, 2016
THE STATE OF rePAct
COUNTY OF k-kiiir"
NOTARY PUBLIC STATE OF TEXAp
Printed Name: rt 1 I 1 -to -if
Commission Expires: to/ i l' -o/ (a
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Kevin S. Boyle, Sr., Chief Financial Officer of Southwest Stainless, L.P. known to me to
be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS Z-(1 DAY OF
YYIa.� , A.D., 2015.
SUSAN E. MILLER
MY COMMISSION EXPIRES
October 17, 2016
4,1
Th DP14
NOTARY PUBLIC, STATE OF TEXAS
Printed Name: �cASq,� ' (Y1� 1Icif
Commission Expires: /o 1 r 7 ( 'cR (p
21
THE STATE OF TEXAS
COUNTY OF FORT BEND
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Susan Rozman, President of American Commercial Contractors, LLC, known to me to
be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF
/1461,1,/ , A.D., 2015.
NOTARY PUBLIC, STATE OF T
Printed Name: l (-{?f
L
OS
Commission Expires: 8i 1 0 fS
Exhibit "A"
PREMISES
Property Description
40 acres out of the 98 acres of: Legal Description: A0507 A C H & B. TRACT B -C -D -
D1 -D2 -E -E1 -E2 -11-14A-20. Located in current City of Pearland Reinvestment Zone #
23 located at S. Main Street & Bailey Road, Pearland, Texas. Brazoria County
Appraisal District Parcel ID: 175968
s
z
cn
v
NM"t I0A311'
S DM NAGE EiSELEK
$5'4'[.. 2;.W
114s'!TE 3- '
vy
LOT 1 �\ u
±40 AC
LOT 2
±58 AC
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Exhibit "B"
APPLICATION FOR TAX ABATEMENT IN THE CITY
APPLICATION FOR TAX ABATEMENT IN THE
CITY OF PEARLAND f`�
It is recommended that this application be filed at least 90 days prior to the beginning of construction or the installation
of equipment. The filing of this document acknowledges familiarity and conformance with Guidelines and Criteria for
Granting Tax Abatement in a Reinvestment Zone Created in the City of Pearland. This application will become part of
the agreement and any knowingly false representations will be grounds for the City to void the agreement. Original copy
of this request should be submitted to the Pearland Economic Development Corp. President, 1200 Pearland Parkway,
Suite 200, Pearland, Texas 77581, 281.997.3000, ww ,v.pearl:u►dedc.cont. Please attach exlubits and additional
information.
Applicant Information
Name of Business: Shale -Inland Holdings, LLC Date: 02-10-2015
Address: 515 Post Oak Blvd., suite 800
City. Houston
State: TX Zip: 77027
Contact Person: Rick Hawthorne Tide: Vice President, Treasurer
Phone: 713-6694393
Fax: 866-580-9558 Email: rick.hawthome@ashaleinland.com
N ICS. Codes for primary business operations: 423840
Federal ID Number: 45-4720274
Does the Business file a consolidated tax return under a different tax ID number?
If yes, please also provide that tax ID number: 45-4721154
What is your State of Texas tax ID number: 32051511577
® Ycs ❑ No
Is the contact person listed above authorized to obligate the Business?
Yes xxNo
If no, please provide the name and title of a company officer authorized to obligate the Business.
1) Kevin S. Boyle
2) Chief Fiancial Officer
Business Information
Provide a brief description and history of the Business. Include information about the Business' products or service.-
and
ervice-and markets served.
Shale -Inland Holdings (SIH) was formed in March 2012 through the combination of HD Supply's
Industrial PVF segment and Shale -Inland, a private fabrication and distribution services business with the
founding businesses dating back to 1974 and with some founding owners still involved in management.
Together SIH is a leading specialty industrial supplier of pipe, valves, fittings and related products!
technical services to the chemical, petrochemical and industrial sectors with distribution from 10 distinct
brands and approximately 40 branches throughout North America in close proximity to our customers and
acting as a critical link in our customers' supply chain.
Business Structure
❑ Cooperative ❑ Corporation
❑ Partnership ❑ S Corporation
® Limited Liability Company ❑ Not for Profit
❑ Sole Propnetorship
State of Incorporation: DE Years in business. 2
Identify the Business' owners and percent ownership: Towerbrook Capital Partners 68%, The Stephens Group 17°0 ,
Management 13°o, Other Investors 2°o
Annual Sales (Most Recent): $620 million
Projected Total Sales: Year 1: $718
Year 2: 5790 Year 3: $870
How many employees are currently employed by the Business including all locations, subsidiaries, divisions worldwide?
List the Business' Texas Locations and the Current Number of full-time equivalent (FTE) Employees at each Location
(including Pearland if applicable): 781 Worldwide
FTE
Houston 323
Beaumont 28
Freeport 39
Texas City 11
Longview 8
Port Lavaca 7
Total Texas 416
Current annual payroll of Pearland facility excluding any benefits (if applicable): S
Does the Business offer medical and dental insurance? ® Yes ❑ No
If yes, please describe. Fully insured plans with company subsidy. Medical is on Blue Cross Blue Shield
platform and dental is on Guardian
Does the Business offer a pension plan, 401(k) plan, and/or retirement -plan? ❑ Yes ❑ No
If yes, please describe. 401k plan with 25% match up to 6% of salary
Please provide a brief description of the Business' involvement in the community(ies) that it has locations. The company
sponsors various charitable organizations within its communities both monetarily and with active participation in events
Sponsorship is often direct with the charities and spans across national organizations such as the American Heart Association and
American Red Cross to local school and church organizations but can also be indirect in partnership with our customers and
vendors such as Dow, KBR, and Valero.
Project Information
Location and legal descnption of the arca to be designated as reinvestment zone (Provide map showing site and metes
and bounds descnption in attachment A5): S. Main Street & Bailey Road, Pearland, Texas Parcel ID: 175968:
Legal Description: A0507 A C H & B, TRACT B -C -D -DI -D2 -E -EI -E2-1 1-14A-20 Current Reinvestment Zone r
23.
Type of Business Project
® New Location
❑ Expansion of Pearland Facility
Type of Facihty.
❑ :Manufacturing
❑ Regional Service
❑ Other Basic Industry
❑ Modernization of Eusung Pearland Facility
® Rcg. Distribution Center
O Reg. Entertainment Center
Briefly describe the proposed project for which assistance is being sought. (include project facility size, infrastructure
improvements, proposed products/services, any new markets, etc.) The company is planning to consolidate eight
branch locations, currently in the greater Houston area, into this location which will bring the executive management
team together with four division operations. The project will involve two concrete tilt wall buildings with total
square feet of 205,000 and 22,000 and will incorporate 20,800 of office space, 20,000 of air conditioned shop space
and the remainder being warehouse space. The project will initially involve I I acres of outdoor storage for stainless
and high nickel alloy pipe and flanges with acreage contemplated for growth. Initial headcount planned for the
facility will be 80 employees and will include executive management, sales, operations, administrative, accounting
and warehouse personnel. With low oil and natural gas prices, the gulf coast market is slated for significant growth
in ethylene, propylene, methanol, and liquid natural gas processing capacity. This location will serve as a central
distribution center generating operational efficiencies while improving service to our gulf coast chemical and petro-
chemical customers by providing just in time products critical to maintaining operations as well as support the
anticipated construction projects.
Has any part of the project started? ® Yes ❑ No
If yes, please explain. A builder has been identified and preliminary design and cost plans have been
approved by the company's board.
Identify the Business' competitors. If any of these competitors have Pearland locations, please explain the nature of the
competition (e.g. competitive business segment, estimated market share, etc.) and explain what impact the proposed
project may have on the Pearland competitor. Competitors include MRC Global, DNOW, Lockwood international
and Edgen Murray and to our knowledge they do not have a material location in Pearland
Will any of the current Pearland employees lose their jobs if this project does not proceed in Pearland? (Existing
Pearland Companies only) ❑ Yes ® No
If yes, please explain why and identify those jobs as "retained jobs" in the Project )obs section.
Not applicable
Is the Business actively considering locations outside of Pearland? ® Yes ❑ No
If yes, where and what assistance is being offered?
Manvel, Tx and Missouri City, Tx - proposed assistance is at current market
Will any State or Federal Permits be needed for the project? ❑ Ycs ® No
If yes, please describe each and current time -frame for receiving each?
\Will the project be seeking LEED certification? 0 Yes ® No
If yes, what level of certification is being sought?
Project Jobs
List the jobs that will be created and!or retained as the result of this project. (A retained job is an existing job that would
be eliminated or moved to another location if the project does not proceed m Pearland.) For jobs to be created, include
the starting and final hourly wage rate. For retained jobs, include the current hourly wage rate.
Is the hourly wage rate based on a 40 hour work week, 52 weeks per year? ❑ Yes ® No
If no please explain: the company is on a 4 week, 4 week, 5 week per quarter schedule leading to a 53 week year
Full -Time CREATED jobs
(Add additional rows as needed)
Job Title/Classification
Number of
CREATED
Starting Wage
Wage at End of
fear Three
Executive management
_lobs
2
592
5100
Management
16
527
531
Operations
6
$20
522
Sales
27
526
$29
Warehouse
23
518
519
Administrative Support
6
516
517
$
S
$
$
5
5
5
$
$
$
$
$
5
5
1 Total RETAINED Jobs
5
$
$
$
5
5
5
5
Total CREATED Jobs
80
$24
527
Full -Time RETAINED Jobs*
(Add additional rows as needed)
Job Tide/Classification
Number of
RETAINED lobs
Current Wage
$
$
5
$
$
5
5
5
$
$
$
5
$
$
$
1 Total RETAINED Jobs
5
*Existing jobs based in Pearland
Tax Abatement Information
Descnpnon of eligible improvements (real property) to be constructed including fixed equipment fixed equipment,
buildings, parking lots, etc (Provide detail in attachment A6)
1) Improvements of $14.5 million consisting of
a) One concrete tilt wall building totaling 205,000 sq. fl. including 20,800 sq. ft. of office space, 20,000 sq.ft. of air
conditioned shop space and the remainder warehouse space.
b) One concrete tilt wall building totaling 22,000 sq.ft. including 2,000 sq.ft. of office space and the remainder
warehouse space
2) 46 acres of land accommodating the two buildings, 8 acres of unpaved pipe yard and 3 acres of paved pipe yard
3) $80 million of high nickel alloy and stainless steel pipe, flanges and fittings inventory
Description of ineligible property to be included in project, including inventory and personal property: Personal
property totaling $3,575,000
The proposed reinvestment zone is located in:
County: Brazoria
Drainage District: Brazoria County Drainage District tr 4
School District: Pearland 1SD
College District:
Other Taxing Jurisdictions:
What is the parcels; tax identification numbers; Parcel ID: 175968
Tax Abatement Requested: *0 of eligible property for a term of years (or)
requesting staggered tax abatement terms as follows:
10 year real property tax abatement of 100% years 1 through 3, 75% years 4 through 6, 50% years 7 through 10
40% tax abatement on non -Freeport inventory for 10 years
100% Freeport personal property tax exemption on eligible inventory
Is the applicant seeking a variance under Section 3 (f) of the Guidelines Yes ® No ❑
If yes, attached required supplementary information in attachment A8.
Requesting Abatement of 40°0 on Inventor
Has company made application for abatement for this project by another taxing jurisdiction or nearby counties:
Yes ❑ No
If yes, provide dates of application, heating dates, if held or scheduled, name of jurisdictions and contacts, and
letters of intent.
Construction Estimates
Commencement Date: 9/1/15
Construction Man fears: 158
Completion Date: 5/1/16
Peak Construction Jobs: 225
If :Modernization
Estimated Economic Life of Existing Plant in years
Added Economic Life from Modernization in years:
'
20_ APPRAISED BASE VALUE ON SITE
Use of Funds
ESTIMATED VALUE OF NEW
VALUE ADDED i
Land
$460,000
Land $
Building and Improvements
$
axed Improvements
$14,500,000
Fixed Equipment
$
Fred Machinery Equipment
$
Personal Property
$
Personal Property
$3,575,000
Inventory
$
Inventory
$80,000,000
Total of Pre-existing Value
$
Total of New Value Added
$98,075,000
0
Total Value of Pre-existing and New Value
$460000
Various
Project Budget
AMOUNTS BUDGETED
Use of Funds
Cost
Source
Commitment Status
Land Acquisition
3,000,000
ACC
Site Preparation
1,085,000
ACC
Cost of Utilities to Site
370,000
ACC
Building Acquisition
0
Building Construction
13,045,000
ACC
Building Remodeling
0
:Machinery & Equip.
2,000,000
Various
Computer Hardware
575,000
Various
Computer Software
0
Furniture & Fixtures
1,000,000
Various
Working Capital
770,000
Various
Moving Expenses
600,000
Various
Job Training
70,000
TOTAL
$22,515,000
Does the Business plan to Jeasc the facility? ® Yes 0 No
If yes, please provide the Annual Base Rent Payment (lease payment minus property taxes, insurance, and
operating/maintenance expenses) and the length of the lease agreement. 1,400,000
Financial assistance is need -based, please explain why assistance is needed The company competes in a market with
low margins and large working capital requirements associated with carrying large quantities of inventory
to satisfy customer demands. This leads to significant investments in slow moving inventory with a focus
on being a low cost operator in order to secure market share.
Any recipient of tax abatement is expected to provide security to the City. The secunty will be exercised, when
necessary, due to non-performance. In addition to a lien and/or mortgage, personal guarantees are expected for
businesses not publicly traded, and corporate guarantees are expected when the business recipient has a parent (or
holding) company. What security will be offered to secure financial assistance and describe what senionty or position
the City will have on any lien or mortgage? Promissory note from Shale -Inland Holdings LLC
Attachments
Please attach the following documents:
Al Completed Economic Impact Data Sheet (If requested)
A2 Business Plan (If requested)
A3 Copy of the most recent payroll report for one pay period must be in Excel format and include the following
information:
• Company name, date of payroll and source of payroll information
• Employee name and/or employee identification number
• Current hourly wage - do not include bonuses or otter benefit values
• Indicate if the employee is full time (40 hours per week, 52 weeks per year) or part time.
A4 Financial Information
• :Audited profit and loss statements and balance sheets for past three year -ends;
• Current YTD profit and loss statement and balance sheet; and
• Schedule of aged accounts receivable;
• Schedule of aged accounts payable; and
• Schedule of debts.
A5 Map showing boundaries of proposed site.
AG Statement explaining general nature and extent of the project, describing existing site and improvements;
describe all proposed improvements and provide a list of all improvements and equipment for which
abatement s requested.
A7 Proposed timeline for undertaking and completing the planned implements.
A8 Variance Request (if applicable)
Certification & Release of Information
I hereby give permission to the City of Pearland and the Pearland Economic Development Corporation (PEDC) to
research the Business' history, make credit checks, contact the Business' financial institutions, insurance carriers, and
perform other related activities necessary for reasonable evaluation of this application.
I understand that all information submitted to the City and PEDC related to this application is subject to Texas Public
Information Act.
I understand this application is subject to final approval by the City of Pearland City Council and the Project may not be
initiated until final approval is secured.
I understand that the City reserves the right to negotiate the financial assistance. Furthermore, I am aware that tax
abatement is not available until an agreement is executed within a reasonable time period following approval.
I certify the Business has not, within the last five years, been cited or convicted for violating any state or federal statutes,
rules, and regulations, including environmental, worker safety and immigration regulations, or, if such violations have
occurred, that there were mitigating circumstances or such violations did not seriously affect public health or safety or
the environment.
I hereby certify that all representations, warranties, or statements made or furnished to the City and PEDC in
connection with this application arc true and correct in all material respect. I understand that it is a violation under Texas
law to engage in deception and knowingly make, or cause to be made, directly or indirectly, a false statement in writing
for the purpose of procuring economic development assistance.
For the Business:
Signature Date
g? 44) 7, _V; t..4 ;
Name and Title (typed or pnnted)
EXHIBIT "C"
FORM OF ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
EARLAN 1)
ECONOMIC DEVELOPMENT CORPORATION
ECONOMIC DEVELOPMENT CORPORATION
CITY OF PEARLAND
TAX ABATEMENT ANNUAL INVESTMENT AND EMPLOYMENT
COMPLIANCE VERIFICATION
Verification should be submitted to the Pearland Economic Development Corporation President, 1200 Pearland
Parkway, Suite 200, Pearland, Texas 77581, 281.997.3000, www.pearlandedc.coni. Please attach exhibits and additional
information.
Company Information
Name of Business: Southwest Stainless LP Date:
Address: 515 Post Oak Blvd., Suite 800
City: Houston State: TX Zip: 77479
Contact Person: Tide:
Phone: Fax: Email:
Annual Compliance Verification
Please check the box that applies:
❑ First Time Filing
❑ Subsequent Filing
If subsequent, date last compliance submitted:
Report Covers Period: Begin Date: End Date:
This is compliance of 10.
1
Employment -Position Information
All positions must be full-time (2,000 hours or more annually) and permanent, with the Company.
1. Total Number of Employment Positions Reported (previously certified and new):
2. Total Number of Employment Positions Previously Certified:
3. Total Number of New Employment Positions Submitted for Certification (line 1 — line 2):
4. Total Payroll for all Employment Positions Reported this Claim Period:
5. Average annual gross compensation at this Company/Project Facility (line 3/line 4):
Did the Company meet the "Job Target" for this reporting period? ❑ Yes ❑ No
If no, please explain why:
Does the Company provide medical and dental benefits to all employees? ❑ Yes ❑ No
Investment Information
1. Total new value previously certified:
2. Total new value submitted for certification this claim period:
3. Total value reported (previously certified and new line 1 and 2):
Generally describe the improvements existing as of December 31 of the preceding year?
Did the Company install or construct all improvements before the Improvements Completion Date? ❑ Yes ❑ No
If no, please explain why:
TAXABLE VALUE ON SITE
2014 ORIGINAL
BASE VALUE
TAX
YEAR 20_
TOTAL INCREASE
OVER 20_ BASE
Land
$460,000
$
$
Building and Improvements
$0
$
$
Fixed Equipment
$ 0
$
$
Personal Property
$ 0
$
$
Inventory
$ 0
$
$
Total Value
$460,000
$
$
Please attach the Business Personal Property Rendition form submitted to the Appraisal District.
2
Inventory
Year
Value Required as per Agreement After
Freeport Exemption
Actual Value Submitted After Freeport
Exemption
2016
$57,500,000
2017
$60,000,000
2018
$63,200,000
2019
$64,900,000
2020
$67,500,000
2021
$67,500,000
2022
$67,500,000
2023
$70,200,000
2024
$70,200,000
Attachments
Please attach the following documents:
Al Annual Compliance Employment Verification
A2 Certified copy of the appraised and settled value of the Improvements as shown by the appropriate Central
Appraisal District supported by all correspondence, renditions, appeals or contests and settlement of appraised value and
shall provide appropriate back-up data for the Improvements exclusive of other investments made at the Premises.
A3 Business Personal Property Rendition of Taxable Property Form 50-144 as submitted to Brazoria County)
A4 Application for Property Tax Abatement Exemption From 50-116 (as submitted to Brazoria County)
A5 Application for Exemption of Goods Exported from Texas (Freeport Exemption) Form 50-113 (as submitted to
Brazoria County)
Certification
I certify the appraised value of the improvements as defined in our agreement with the City of Pearland.
I certify the Business has not, within the reporting period, been cited or convicted for violating any state or federal
statutes, rules, and regulations, including environmental, worker safety and immigration regulations
Under penalty of perjury, I declare that the information in this document and any attachments are true and correct to the
best of my knowledge and belief.
For the Business:
Signature Date
Name and Title (typed or printed)
3
ANNUAL EMPLOYMENT COMPLIANCE VERIFICATION
ABC Company, Inc.
Project Approved: 10/23/98
Job Certification Period: January 1, 2000 through December 31, 2000
ABC Company
114 Oak Drive
Bluebonnet, Texas 77777
J
b No.
Position Title
Social
Employee
Wages
Hours
Date Hired to
City of
Security
Name
During Claim
Worked
Position/Date
Pearland
Number
Period
During Claim
Left Position
Resident
Period
PREVIOUSLY CERTIFIED JOBS (updated):
001 Division ###-##-#### Dennis
Director Director
$68,987
2,318
09/01/98 to
Present
002 Office ###-##-#### Mary Worker $15,236 1,200 01/15/98 to
Manager 8/31//98
002A ###-##-#### Lindsey $12.008 900 9/1/98 to
Sellsmith Present
NEW JOBS THIS CERTIFICATION:
003 Sales ###-##-#### Delores $29,695 2.080 09/01/99 to
Manager Incharge Present
004 Print Shop ###-##-#### Adam $32,450 2,056 09/01/99 to
Manager Typeset Present
Total Jobs Created: 4
Total Payroll: $###,###
Vacant Positions: 0
TOTAL # OF JOBS ON THIS PAGE 4
PAGE # 1 of 1
TOTAL # OF JOBS ON THIS CLAIM 4
4
N
Y
Y
N
Y
Business Personal Property Rendition of Taxable Property
CONFIDENTIAL
BRAZORIA COUNTY APPRAISAL DISTRICT
Appraisal District's Name
500 N CHENANGO, ANGLETON, TEXAS 77515
Address. City. State. ZIP Code
This document must be tiled with the appraisal district office in the county in which your property is taxable.
It must not be filed with the Comptroller of Public Accounts. Location and address information for appraisal
district offices may be found at www.window.state.tx.us/propertytax/references/directory/cad.
Property Tax
Form 50-144
Acct Number
979-849-7792
Phone (aree code and number)
Tax Year
STEP 1: Business Name. Owner, Address, Phone. Physical Location or Situs (Required)
Business Name
Mailing Address. City. Stab. ZIP Code
Business Owner
Plane (area code and number)
Property Location Address. City, State. ZIP Code
Ownership Type (Opfionel): CJ Individual ❑ Corporation [J Partnership ❑ other
STEP 2: Representation
Please indicate if you are filling out this form as
1 1 Owner, employee. or employee of an affiliated entity of the owner
Name of Owner, Authorized Agent, Fiduciary or Secured Parry
[1 Authorized Agent
[1 Fiduciary
Secured Party
Present Maiing Address. City. State. ZIP Code Phone (area code and number)
Are you a secured party with a security interest r the property subject to this rerdibon and with a histo'icat cost rew o' more than S50.000 as defined by Tax Code
Section 22.01 (c-1) and (c-2)1
If you cJ^edred "Yes' Ib this question. you must attach a document signed ty the property owner indicating consent for you to fib the rendition. Without the authorza'or
the rendition is not valid and cannot be processed.
!Yes [II No
STEP 3: Affirmation of Prior Year Rendition (Check only if applicable and your assets were exactly the same as last year's rendition form.)
I1 By checking tris box, I alarm that the information contained n the most recent rendition statement filed for a prior lax year (the
current tax year.
tax year) continues to bo complete and accurate for the
STEP 4: Business Information (Optional)
P'ease address al, that apply.
Business type. [ 1 Mano,,,-•.0 r ;
Business Description
Business Sold Date
New Owner
New Location
Did assets remain in place as of Jan. t? I Yes Li No
W', ' osalo
I I Retail
Business Start Date at Location
City. State ZIP Code
[1 Service
[ ] New Business
Square Feel Ocaupmed
Sales Tax Permit Number
Business Moved Date
Business Closed Date
[J The business owned no taxable assets In this county as of Jan. 1
STEP 5: Market Value
Cneck the total market value of your property [ 1 Under S20.000 [1 S20.000 or more
11 you chedced 'Under 520.000' please complete only Schedule A and if apphcablo. Schedule F. Otherwise. complete Schedule(s) B. C. 0. E and.'or F. whichever are applicable.
When 'eguired by the chief acpraiser. you 'usI render any taxable property that you own o'—anage and Control as a fiduciary or Jan. ^ (Tax Code Section 22.01 (b)). For this tyce of property. complete
Schede (s) A. 8. C. D. E and'or F. whenever are applicable.
When req..ired by the chef appraiser, you must file a report listing Me came and address o' each owner 0' taxacle property that s in your possess or or unde, you' management on Jan. 1 cy bailmentlease.
cern;^'nent or other aa ennr: Tax Code Section 22.04 (a)). For this type of property complete Schedule F.
STEP 6: Sign and Date Form
This form mus: be signed and dated By signing this document. you attest that the Information contained on it is true and correct to the beat of your knowledge and belief.
If you are a secured party. property owner, an employee of the property owner. or an employee of a property owner on behalf of an alfiltated entity of the property owner. print, sign and date on the lines below.
No notarization is required
print.
here
sign
here w
Date
If you are not a secured party, property owner. an employee of the property owner. or an employee of a property owner on behalf of an affiliated entity of the property owner. print. sign and date on the lines
below. Notarization is required.
11 swearthat at the information provided on this bin is true and correct to the best of my Icnownedge and belief
here sher
rnn..
Subscribed and sworn before mo this - _ _ day of
Dale
.20
Notary Pudic. State of Texas
If you make a false statement on this form, you could be found guilty of a Class A misdemeanor or a state Jail felony under Penal Code Section 37.10.
The Property Tax Ass.starce Demon at the Texas Comptroller of Public Accounts provides property lax mlormation and resources to taxpayers, local taxing entities. appraisal districts and appraisal review boards. 50-144 • 10-14/17
Did you timely apply for a Sept. 1 inventory date (Optional) Yes
Does your inventory involve interstate/foreign commerce issues? (Optional) Yes
❑ Yes
Does your inventory involve freeport goods? (Optional)
CNo
No
ElNO
Account Number
SCHEDULE A: PERSONAL PROPERTY VALUED LESS THAN $20,000
List all taxable personal property by type/category of property (See 'Definitions and Relevant Tax Code Sections"). H needed. you may attach additional sheets OR a computer-generated copy listing the
information below. If you manage or control property as a fiduciary on Jan. 1. also list the names and addresses of each property owe'. 'Good faith estimate of market value or 'historical cost when rev- is
optional for Schedule A only. _ __ _
Estimate of Good Faith _ T Historical _�____.i.
i ' Quantity of : Estimate of OR Cost AND Year I Property Owner Namc/Address
.... _ General Property Descrlptlon byType/Category 1 Each Type , Market Value' 1 When New" Acquired" (if you manage or control property as a fiduciary)
I
1
PERSONAL PROPERTY VALUED AT $20,000 OR MORE
SCHEDULE B: INVENTORY, RAW MATERIALS AND WORK IN PROCESS
List all taxable inventories by type of properly. If needed, attach additional sheets OR a computer-generated copy listing the information below. If you manage or control property as a fiduciary on Jan. 1. also
list the names and addresses of each property owner.
Property Description by Type/CaMgory
Property Address or
Address WhereTaxeble
Estimate of
Ouanthy of
Each Type
Good Faith T Historical
Estimate of OR Cost AND Year
Market Value' When Now" Acquired"
Property Owner Name/Address
(if you manage or control properly as a fiduciary)
SCHEDULE C: SUPPLIES
List all supplies by type of property. If needed attach additional sheets OR a computer generated copy fisting the information below. If you manage or control property as a fiduciary on Jan. 1. also list the
names and addresses of each property owner.
Property Description by Type/Category
Property Address or
Address Where Taxable
Estimate of
Ouanttty of
Each Type
Good Faith Historical
Estimate of OR Cost AND Year
Market Value' When New" 1 Acquired"
Property Owner Name/Address
Of you manage or control property as • fiduciary)
SCHEDULE D: VEHICLES AND TRAILERS AND SPECIAL EQUIPMENT
List only vehicles that are licensed in the name of the business as shown on Page 1. Vehicles disposed of after Jan. 1 are taxable for the year and must be listed below. If needed,attach additional sheets OR
a computer generated listing of the information below. Report leased vehicles under Schedule F. Leased vehicles must be reported showing the name and address of the owner.
Good Faith Historipl cost
Est[mate of OR When New" AND Year
Matfett Value* tea ora) 1 Acquired^
Make
teowma
Model
avenue
Vehicle Idenner:Mien Number (VIN)
teoeem0
• 11 you prov:de an amount in the "good faith estimate of market value; you need not complete a 'historical coal when new- and year acgwred"'Good lath estimate of market vane s not adm ssble n a satseq.:ent protest. hear ng. appeal, suit or
other proceeding involving the property except for (1) proceedings to determine whether a penton complied with ,e 00n requirement: (2) proceeangs for determination of fraud or .moot to evade tax: or (3) a protest .order Tax Code Section 41.41.
" e you provde an amount in RtisteriGa coat when new' and year acquired' you need not compete'good With estimated market va'ue'
Page 2. 50-144 • 10-14111
Account Number
SCHEDULE E: FURNITURE, FIXTURES, MACHINERY, EQUIPMENT. COMPUTERS
Total (by year acquired) all furniture. fixtures. machinery. equipment and computers (new or used) still in possession on Jan. 1. Items received as gifts are to
be listed in the same manner. If needed. attach additional sheets OR a computer generated listing of the information below.
Furniture and Fixtures
Historical Cost
Year When New— OR
Acquired (omit Cents)
Good Faith
Estimate of
Market Value`
Machinery and Equipment
Historical Cost Good Faith
Year When New' OR Estimate of
Acquired om i cent.) Market Value'
Year
Acquired
Office Equipment
Year
Acquired
Historical Cost
When New' OR
(omrtcam)
Good Faith
Estimate of
Market Value'
2014
Good Faith
Estimate of
Market Value
2014
2014
2013
2012
2014
2014
2014
2013
2013
2012
2013
2012
2012
2011
2012
2011
2012
2011
2010
2010
2010
2009
2010
2009
2010
2009
2010
-
2008
2009
2008
2009
2008
2009
2007
2007
2007
2006
2006
2006
200700
-
2005
22000077
2005
220�0�7
ler
2005
in
2004
8 Pr70r
2004
2004
2003
2003
2003
_
200200p
20022�0pp�
2002
a lTr
Mrla
TOTAL:TOTAL:
TOTAL:
Year
Acquired
Computer Equipment
Historical Cost
When New" OR
(omit Cents)
Good Faith
Estimate of
Market Value'
Year
Acquired
POS/Servers/Mainframc_
Historical Cost
When New OR
(omit c.nt.>
Good Faith
Estimate of
Market Value
Year
Acquired
Other (any other items mot
Description
listed in other schedules)
Historical Cost
When New OR
(omo c.nu)
Good Faith
Estimate of
Market Value
2014
2014
2014
2013
2013
2013
2012
2012
2012
2011
2011
2011
2010
2010
2010
2009
2009
2009
2008
2008
2008
200700
22000077
220�0�7
ler
in
8 Pr70r
TOTAL:
TOTAL:
TOTAL:
SCHEDULE F: PROPERTY UNDER BAILMENT, LEASE, CONSIGNMENT OR OTHER ARRANGEMENT
List the name and address of each owner of taxable property that is in your possession or under your management on Jan. 1 by bailment. lease. consign-
ment or other arrangement. If needed, attach additional sheets OR a computer-generated copy listing the information below.
Property Owner's Name
Property Owner's Address
General Property Description
• If you provide an amount in the 'good faith estimate of market value' you need not complete "historical cost when new and 'year acquired." Good faith estimate of market
value" is not admissible in a subsequent protest. hearing. appeal, suit. or other proceeding involving the properly except for: (1) proceedings b determine whether a person
complied with rendition requirement; (2) proceedings tor determination of fraud or intent to evade tax: or (3) a protest under Tax Code Section 41.41.
▪ If you provide an amount in 'historical cost when new and year acquired. you need not complete 'good faith estimate of market value'
50-144 • 10-14/17 • Page 3
IMPORTANT INFORMATION
GENERAL INSTRUCTIONS: This form is for use in rendering, pursu-
ant to Tax Code Section 22.01, tangible personal property used for
the production of income that you own or manage and control as a
fiduciary on Jan. 1 of this year.
FILING AND DEADLINES: Rendition statements and property reports
must be delivered to the chief appraiser after Jan. 1 and not later than
April 15. except as provided by Tax Code Section 22.02. On written
request by the property owner, the chief appraiser shall extend a
deadline for filing a rendition statement or property report to May 15.
The chief appraiser may further extend the deadline an additional
15 days upon good cause shown in writing by the property owner.
Pursuant to Tax Code Section 22.02, if an exemption applicable to
a property on Jan. 1 terminates during the tax year, the person who
owns or acquires the property on the date applicability of the exemp-
tion terminates shall render the property for taxation within 30 days
after the date of termination. If the chief appraiser denies an applica-
tion for an exemption for property subject to rendition pursuant to Tax
Code Section 22.01(a), the person who owns the property on the date
the application is denied shall render the property for taxation in the
required manner within 30 days after the date of denial.
INSPECTION OF PROPERTY: Pursuant to Tax Code Section 22.07,
the chief appraiser or his authorized representative may enter the
premises of a business, trade, or profession and inspect the property
to determine the existence and market value of tangible personal
property used for the production of income and having a taxable situs
in the district.
REQUEST FOR STATEMENT REGARDING VALUE: Pursuant to Tax
Code Section 22.07, the chief appraiser may request, either in writing
or by electronic means, that the property owner provide a statement
containing supporting information indicating how value rendered was
determined. The property owner must deliver the statement to the
chief appraiser, either in writing or by electronic means, not later than
the 21st day after the date the chief appraiser's request is received.
The statement must:
(1) Summarize information sufficient to identify the property. including:
(A) the physical and economic characteristics relevant to the
opinion of value, if appropriate; and
(B) the source of the information used;
(2) state the effective date of the opinion of value: and
(3) explain the basis of the value rendered.
Failure to comply in a timely manner is considered to be a failure to
timely render and the Tax Code requires that penalties be applied by
the chief appraiser.
Page 4 • 50-144. 10 -1411 -
PENALTIES: The chief appraiser must impose a penalty on a per-
son who fails to timely file a required rendition statement or property
report in an amount equal to 10 percent of the total amount of taxes
imposed on the property for that year by taxing units participating in
the appraisal district. The chief appraiser must impose an additional
penalty on the person equal to 50 percent of the total amount of taxes
imposed on the property for the tax year of the statement or report
by the taxing units participating in the appraisal district if it is finally
determined by a court that:
(1) the person filed a false statement or report with the intent to com-
mit fraud or to evade the tax; or
(2) the person alters, destroys, or conceals any record, document, or
thing, or presents to the chief appraiser any altered or fraudulent
record, document, or thing, or otherwise engages in fraudulent
conduct, for the purpose of affecting the course or outcome of
an inspection, investigation, determination, or other proceeding
before the appraisal district.
SPECIAL INSTRUCTIONS: Effective Jan. 1, 2014, certain dealers of
motor vehicle inventory may elect to file renditions under Tax Code
Chapter 22, rather than file declarations and tax statements under
Tax Code Chapter 23. Tax Code Section 23.121(a)(3) allows a dealer
to make this election if it (1) does not sell motor vehicles that are
self-propelled and designed to transport persons or property on a
public highway; (2) meets either of the following two requirements: (a)
the total annual sales from the inventory, less sales to dealers, fleet
transactions, and subsequent sales, for the preceding tax year are 25
percent or Tess of the dealer's total revenue from all sources during
that period, or (b) the dealer did not sell a motor vehicle to a person
other than another dealer during the preceding tax year and the dealer
estimates that the dealer's total annual sales from the dealer's motor
vehicle inventory, Tess sales to dealers, fleet transactions, and sub-
sequent sales, for the 12 -month period corresponding to the current
tax year will be 25 percent or less of the dealer's total revenue from
all sources during that period; (3) files with the chief appraiser and the
tax collector by Aug. 31 of the tax year preceding Jan. 1 on a form
prescribed by the comptroller a declaration that the dealer elects not
to be treated as a dealer under Tax Code Section 23.121 in the cur-
rent tax year; AND (4) renders the dealer's motor vehicle inventory in
the current tax year by filing a rendition with the chief appraiser in the
manner provided by Tax Code Chapter 22. A dealer who makes this
election must file the declaration annually with the chief appraiser and
the tax collector by Aug. 31 of the preceding tax year. so long as the
dealer meets the eligibility requirements of law.
Effective Jan. 1, 2014, a dealer of heavy equipment inventory may
render its inventory by filing a rendition statement or property report
as provided by Tax Code Chapter 22. If the dealer files a rendition, the
dealer is not considered to be a dealer as defined by Tax Code Sec-
tion 23.1241(a)(1). A heavy equipment inventory dealer has the option
to render or to file declarations and tax statements, without filing addi-
tional declarations with the chief appraiser or tax collector.
DEFINITIONS AND RELEVANT TAX CODE SECTIONS
Tax Code Section 22.26 states:
(a) Each rendition statement or property report required or authorized by this chapter must be signed by an indi-
vidual who is required to file the statement or report.
(b) When a corporation is required to file a statement or report, an officer of the corporation or an employee or
agent who has been designated in writing by the board of directors or by an authorized officer to sign in behalf
of the corporation must sign the statement or report.
Tax Code Section 22.01(c-1) states:
In this section:
(1) "Secured party" has the meaning assigned by Section 9.102, Business & Commerce Code.
(2) "Security interest" has the meaning assigned by Section 1.201, Business & Commerce Code.
Tax Code Section 22.01(c-2) states:
With the consent of the property owner, a secured party may render for taxation any property of the property owner
in which the secured party has a security interest on Jan. 1, although the secured party is not required to render the
property by Subsection (a) or (b). This subsection applies only to property that has a historical cost when new of
more than $50,000.
Tax Code Section 22.01(d-1) states:
A secured party is not liable for inaccurate information included on the rendition statement if the property owner sup-
plied the information or for failure to timely file the rendition statement if the property owner failed to promptly cooper-
ate with the secured party. A secured party may rely on information provided by the property owner with respect to:
(1) the accuracy of information in the rendition statement;
(2) the appraisal district in which the rendition statement must be filed: and
(3) compliance with any provisions of this chapter that require the property owner to supply additional information.
Address Where Taxable: In some instances, personal property that
is only temporarily at its current address may be taxable at another
location (taxable situs). If you know that this is the case, please list the
address where taxable.
Consigned Goods: Personal property owned by another person that
you are selling by arrangement with that person. If you have consigned
goods, report the name and address of the owner in the appropriate
blank.
Estimate of Quantity: For each type or category listed, the number
of items, or other relevant measure of quantity (e.g.. gallons, bushels.
tons, pounds, board feet).
Fiduciary: A person or institution who manages property for another
and who must exercise a standard of care in such management activ-
ity imposed by law or contract.
Good Faith Estimate of Market Value: Your best estimate of what
the property would have sold for in U.S. dollars on Jan. 1 of the current
tax year if it had been on the market for a reasonable length of time
and neither you nor the purchaser was forced to buy or sell. For inven-
tory, it is the price for which the property would have sold as a unit to
a purchaser who would continue the business.
Historical Cost When New: What you paid for the property when it
was new, or if you bought the property used, what the original buyer
paid when it was new. If you bought the property used, and do not
know what the original buyer paid, state what you paid with a note that
you purchased it used.
Inventory: Personal property that is held for sale to the public by a
commercial enterprise.
Personal Property: Every kind of property that is not real property;
generally. property that is movable without damage to itself or the
associated real property.
Property Address: The physical address of the personal property on
Jan. 1 of the current tax year. Normally, the property is taxable by the
taxing unit where the property is located.
Secured Party: A person in whose favor a security interest is created
or provided for under a security agreement, whether or not any obliga-
tion to be secured is outstanding; a person that holds an agricultural
lien; a consignor; a person to which accounts, chattel paper, payment
intangibles, or promissory notes have been sold; a trustee, indenture
trustee, agent, collateral agent, or other representative in whose favor
a security interest or agricultural lion is created or provided for; or a
person that holds a security interest arising under Sections 2.401,
2.505, 2.711(c), 2A.508(e), 4.210, or 5.118, Business and Commerce
Code.
Security Interest: An interest in personal property or fixtures which
secured payment or performance of an obligation. "Security interest"
includes any interest of a consignor and a buyer of accounts, chattel
paper, a payment intangible, or a promissory note in a transaction
that is subject to Chapter 9, Business and Commerce Code. "Security
interest" does not include the special property interest of a buyer of
goods on identification of those goods to a contract for sale under
Section 2.401, but a buyer may also acquire a "security interest" by
complying with Chapter 9. Except as otherwise provided in Section
2.505, the right of a seller or lessor of goods under Chapter 2 or 2A to
retain or acquire possession of the goods is not a "security interest,"
but a seller or lessor may also acquire a "security interest" by comply-
ing with Chapter 9. The retention or reservation of title by a seller of
goods notwithstanding shipment or delivery to the buyer under Sec-
tion 2.401 is limited in effect to a reservation of a "security interest."
Whether a transaction in the form of a lease creates a security interest
is determined pursuant to Section 1.203. Business and Commerce
Code.
Type/Category: Functionally similar personal property groups. Exam-
ples are: furniture, fixtures, machinery, equipment, vehicles, and sup-
plies. Narrower groupings such as personal computers, milling equip-
ment, freezer cases, and forklifts should be used. if possible. A person
is not required to render for taxation personal property appraised
under Section 23.24, Tax Code.
Year Acquired: The year that you purchased the property.
50-144. 10-14/17 • Page 5
A lication for Exem tion of Goods Ex orted from Texas Property x
PP P p Form 50-11 113
("Freeport Exemption")
Appraisal District's Name
Phone (area code and number)
Address. City, State. ZIP Code
This document must be filed with the appraisal district office in the county in which your property is located. Do not file this document with the
office of the Texas Comptroller of Public Accounts. Location and address information for the appraisal district office in your county may be found
at www.window.state.tx.us/propertytax/references/directory/cad.
GENERAL INSTRUCTIONS: This application is for use in claiming a property tax exemption for "freeport goods" pursuant to Texas Constitution Article VIII,
Section 1-j and Tax Code Section 11.251. The amount of the exemption for this year is normally based on the percentage of your inventory made up by such
goods last year.
The exemption applies to items in your inventory that (1) are or will be forwarded out of Texas within 175 days of the date you acquire them or bring them
into Texas and (2) are in Texas for assembling. storing, manufacturing. repair, maintenance, processing or fabricating purposes.
For aircraft parts, the governing body of a taxing unit may, by official action. extend the deadline by which freeport goods must be transported outside of the
state to no more than 730 days after acquiring or importing the property into the state.
This exemption does not apply to oil, natural gas. or liquid or gaseous materials that are immediate derivatives of the refining of oil or natural gas as defined
by Comptroller Rule 9.4201.
For purposes of this application, "inventory" means your inventory of finished goods, supplies, raw materials and work in progress.
WHERE TO FILE: This document, and all supporting documentation. must be filed with the appraisal district office in the county in which your property is
located. Location and address information for the appraisal district office in your county may be found at www.window.state.tx.usipropertytaxtreferences/
directory/cad.
APPLICATION DEADLINES: You must file the completed application with all required documentation beginning Jan. 1 and no later than April 30 of the year
for which you are requesting an exemption. You may file a late application up to midnight the day before the appraisal review board approves the appraisal
records for the year for which you are requesting an exemption. Pursuant to Tax Code, Section 11.4391, if you do file a late application and your application
is approved, you are liable to each taxing unit for a penalty equal to 10 percent of the difference between the amount of tax imposed by the taxing unit on
the inventory or property. a portion of which consists of freeport goods. and the amount that would otherwise have been imposed.
ANNUAL APPLICATION REQUIRED: You must apply for this exemption each year you claim entitlement to the exemption.
OTHER IMPORTANT INFORMATION
Pursuant to Tax Code Section 11.45, after considering this application and all relevant information, the chief appraiser may request additional information
from you. You must provide the additional information within 30 days of the request or the application is denied. For good cause shown, the chief appraiser
may extend the deadline for furnishing the additional information by written order for a single period not to exceed 15 days.
State the Year for Which You are Applying
Tax Year
STEP 1: Ownership Information
Name of Property Owner
Mailing Address
City, State. ZIP Code
Property Owner is a(n) (check one):
[ _1 Individual
Partnership Corporation [ 1 Other (specify):
The Property Tax Assistance Division at the Texas Comptroller of Public Accounts provides property tax
information and resources for taxpayers, local taxing entities, appraisal districts and appraisal review boards.
Phone (area code and number)
For more information, visit our website:
www.window.state.tx.usltaxinfo/proptax
50113. 1213/14
Application for Exemption of Goods Exported from "Texas
STEP 2: Applicant Information
Name of Person Preparing this Application
Title
If this application is for property owned by a charitable organization with a federal
tax identification number, that number may be provided in lieu of a driver's license
number, personal identification certificate number, or social security number:
Driver's License, Personal I.D. Certificate.
or Social Security Number'
• Pursuant to Tax Code Section 11.48(a), a driver's license. personal I.D. certificate. or social security number provided in an application for an exemption filed with a chief apprais-
er is confidential ard not open to public inspection. The information may not be disclosed to anyone other than an employee of the appraisal office who appraises property.
except as authorized by Tax Code SecGen 11 48ib
STEP 3: Authorized Agent
Authorized Agent's Name (if different from above)
Mailing Address
City. State. ZIP Code
Phone (area code and number)
STEP 4: Property Information
Provide the following information regarding the location of inventory. Attach a description of the types of items in this inventory.
Address. City. State. ZIP Code
Legal Description (if known)
Appraisal District Account Number (f known)
STEP 5: Questions AboutYour Property
1. Will portions of this inventory be transported out of state this year
2. Have you applied for Sept. 1 inventory appraisal'? Yes n No
3. Were portions of your inventory transported out of this state throughout last year? Li Yes Li No
n Yes
No
If no. because inventory was transported only part of year. give the months during which portions of your inventory were transported out of the state
last year.
4. Total cost of goods sold for the entire year ending Dec. 31. S
5. Total cost of goods sold that were shipped out of Texas within the applicable time frame after you acquired them
in or brought them into Texas last year. less the cost of any goods. raw materials or supplies incorporated into them
that were not eligible for the freeport exemption or were in Texas for more than the applicable number of days. S
6 On what types of records do you base the amounts given above? (Check all that apply)
Audited financial statement
Bills of lading
Sales records
Texas franchise tax reports
Internal reports
Other (describe)
7. Percentage of last year's value represented by freeport goods (line 5 divided by line 4).
For rnore information, visit our website: www.window.state.tx.us/taxinfo/proptax
Page 2. 50-113. 12-13114
Application for Excmption of Goods Ex
porrcd front 'Texas
8. Will the percentage of goods transported out of Texas this year be significantly different than the
percentage transported out last year? [. ] Yes
If yes. why?
9. What was the market value of your inventory on Jan. 1 of this year, or Sept. 1 of last year, if you have
qualified for Sept. 1 inventory appraisal?
10. What is the value of the inventory you claim will be exempt this year? S
No
STEP 6: Certification and Signature
By signing this application. you certify that the information provided in this application and all attachments is true and correct to the best of your knowledge
and belief.
print
here wr
Prat Name
sign
here
Authorized Signature
rd'e
Date
If you make a false statement on this application, you could be found guilty of a Class A misdemeanor or a state jail felony under Penal Code
Section 37.10.
For more information, visit our website: WWW.window.state.tx.us/taxinfo/proptax
503. 12-13114•Page3
EXHIBIT "D"
Application for Property Tax Abatement Exemption Form 50-116
Application for Property Tax Abatement Exemption
Appraisal District's Name
Property Tax
Form 50-116
Pno•re (area code and number;
Address. City. State, ZIP Code
This document must be filed with the appraisal district office in the county in which your property is located. Do not file this document with
the office of the Texas Comptroller of Public Accounts. Location and address Information for the appraisal district office In your county may be
found at www.wlndow.state.tx.us/propertytax/references/directory/cad/.
GENERAL INSTRUCTIONS: This application is for use in claiming property tax exemptions pursuant to Tax Code Section 11.28. A property owner who
has established a tax abatement agreement under the Property Redevelopment and Tax Abatement Act, Tax Code Chapter 312. is entitled to exemption
from taxation by an incorporated city or town or other taxing unit of all or part of the value of the property as provided by the agreement.
APPLICATION DEADLINES: You must file the completed application with all required documentation beginning Jan. 1 and no later than April 30 of the
year for which you are requesting an exemption.
WHERETO FILE: This document, and all supporting documentation, must be filed with the appraisal district office in the county in which your property is located.
Location and address information for the appraisal district office in your county may be found at wvw.window.state.tx.usipropertytaxtreferences!directory%cadi.
ANNUAL APPLICATION REQUIRED: You must apply for this exemption each year you claim entitlement to the exemption. If you previously applied and
nothing has changed, and/or your agreement(s) were not modified, you are not required to attach copies of the agreement(s).
OTHER IMPORTANT INFORMATION
Pursuant to Tax Code Section 11.45. after considering this application and all relevant information, the chief appraiser may request additional information
from you. You must provide the additional information within 30 days of the request or the application is denied. For good cause shown. the chief appraiser
may extend the deadline for furnishing the additional information by written order for a single period not to exceed 15 days.
State the Year for Which You are Applying
`ix Year
STEP 1: Ownership Information
Name of Property Owner
Mailing Address
City, State, ZIP Code
Property Owner is a(n) (check one):
[ 1 Individual [ Partnership r_ Corporation [ 1 Other (specify):
Phone (area code and number)
STEP 2: Applicant Information
Name of Person Preparing this Application
Tale
If this application is for property owned by a charitable organization with a federal tax identification number.
that number may be provided in lieu of a driver's license number, personal identification certificate
number, or social security number.
Driver's License. Personal I.D. Certificate.
or Social Security Number'
• Pursuant to Tax Code Sectior 11.4-8(a), a driver's license personal I.D. certificate, or social security number provided in an application for an exemption
filed with a chief appraiser is confidential and not open to public inspection. The information may not be disclosed to anyone other than en employee of
the appraisal office who appraises property, except as authorized by Tax Code Section 11.48(b).
The Property Tax Assistance Division at the Texas Comptroller of Public Accounts provides property tax
information and resources for taxpayers, local taxing entities, appraisal districts and appraisal review boards.
For more information, visit our website:
www.window.state.tx.us/taxinfo/proptax
so -116. 04-14/13
STEP 3: Property Information
Address. C,ty. State. ZIP Code
Legal Descnptron (f known)
Appraisal Distnct Number (if known)
STEP 4: Taxing Units that have Agreed to Abate Taxes
For each taxing unit identified, attach copies of abatement agreements unless you previously applied for and were granted the abatement and no changes
have occurred. and/or the agreement(s) were not modified.
STEP 5: Questions About the Abatement(s)
1. Is this a continuation of an existing abatement agreement? 11]Yes
No
Are the terms and duration of each taxing unit's agreement different or identical? ( J Different ri Identical
If different. please copy this form for each taxing unit and complete Step 5 for each unit. In the area where you
listed the taxing units. please circle the taxing unit that you are summarizing.
If identical. please describe the nature of the abatement agreements for this year by completing the following:
J Lump sum exemption of S
1 I Percentage exemption of
LiOther (Attach a statement describing the method of calculating abatement. Provide dollar value to be exempted this year.)
3. Does the agreement abate taxes on personal property? Yes ri No
4. Are you in compliance with the agreement? Yes ri No
If no. attach a statement explaining the reason for non-complance.
STEP 6: Certification and Signature
By signing this application. you certify that the information provided in this application is true and correct to the best of your knowledge and belief.
print
here'.
Print Name
sign
here IF
Authorized Sighature
Title
Care
If you make a false statement on this application, you could be found guilty of a Class A misdemeanor or a state jail felony under Penal Code
Section 37.10.
For more information, visit our website: www.window.state.tx.us/taxinfo/proptax
Resolution No. R2015-89
Exhibit "A"
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
and Assumption") dated August 12, 2015, is entered into by and between American
Commercial Contractors, LLC ("Assignor"), and LCN SIH Houston (TX), LLC
("Assignee"):
RECITALS
A. Reference is hereby made to that certain Sale and Purchase Agreement
dated as of May 27, 2015 by and between Assignor and the City of Pearland (the
"Contract"), attached hereto as Exhibit "A". All initially capitalized terms not otherwise
defined herein shall have the meanings set forth in the Contract unless the context clearly
indicated otherwise.
B. Assignor desires to
interest, to and under the Contract,
and assume Assignor's obligations
NOW, THEREFORE, for
sufficiency of which are hereby
fol lows:
assign to Assignee, all of Assignor's right, title and
and Assignee desires to accept the assignment thereof
thereunder.
good and valuable consideration, the receipt and
acknowledged, the parties hereto hereby agree as
AGREEMENT
1. Assignment and Assumption.
1.1 Assignment. Assignor hereby transfers, assigns and conveys all of
Assignor's rights, interest, liabilities and obligations in and to the Contract to Assignee.
1.2 Assumption. Assignee hereby assumes all of the terms and provisions
under the Contract, and all of Assignor's obligations under the Contract arising after the
date hereof and agrees fully and faithfully to pay, perform and discharge, as and when
payment, performance and discharge are due, all of Assignor's obligations under the
Contract arising after the date hereof.
1.3 This Assignment and Assumption shall be binding on and inure to the
benefit of Assignor and Assignee and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
1.4 This Assignment and Assumption is contingent upon its approval by the
City of Pearland.
2. Counterparts. This Assignment and Assumption may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which when taken
together shall constitute one and the same instrument. Each counterpart may be delivered
by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Name: Susan Rozman
Title: President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCNSIH HO TTON��.(TX) LLC
By: < %' `„', ✓
Name: Thomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57th Street
New York, New York 10019
APPROVED:
City of Pearland
By:
•
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By: 6044..6
Name: Susan Rozman
Title: President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HOU ON (TX) LLC
By:
Name: Tomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57" Street
New York, New York 10019
APPROVED:
City ofPearland
By.
together shall constitute one and the same instrument. Each counterpart may be delivered
by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Susan Rozman, President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HOUSTON (TX), LLC
c/o LCN Capital Partners, L.P.
By:
Joshua R. Leventhal
Partner & General Counsel
LCN Capital Partners, L.P.
142 West 57th Street
New York, New York 10019
APPROVED:
City of Pearland
By:
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Susan Rozman, President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HOUSTON (TX) LLC
By:
Name: Thomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57th Street
New York, New York 10019
APPROVED:
City of Pearland
By:
Clay Pearson
City Manager
Shale -Inland Holdings, LLC
Kevin S. Boyle, Sr.
Chief Financial Officer
Southwest Stainless, L.P.
By:
Kevin S. Boyle,
Chief Financial Officer
Resolution No. 2015-89
Exhibit "A"
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
and Assumption") dated August 12, 2015, is entered into by and between American
Commercial Contractors, LLC ("Assignor"), and LCN SIH Houston (TX), LLC
("Assignee"):
RECITALS
A. Reference is hereby made to that certain Sale and Purchase Agreement
dated as of May 27, 2015 by and between Assignor and the City of Pearland (the
"Contract"), attached hereto as Exhibit "A". All initially capitalized terms not otherwise
defined herein shall have the meanings set forth in the Contract unless the context clearly
indicated otherwise.
B. Assignor desires to assign to Assignee, all of Assignor's right, title and
interest, to and under the Contract, and Assignee desires to accept the assignment thereof
and assume Assignor's obligations thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of' which are hereby acknowledged, the parties hereto hereby agree as
fol lows:
AGREEMENT
1. Assignment and Assumption.
1.1 Assignment. Assignor hereby transfers, assigns and conveys all of
Assignor's rights, interest, liabilities and obligations in and to the Contract to Assignee.
1.2 Assumption. Assignee hereby assumes all of the terms and provisions
under the Contract, and all of Assignor's obligations under the Contract arising after the
date hereof and agrees fully and faithfully to pay, perform and discharge, as and when
payment, performance and discharge are due, all of Assignor's obligations under the
Contract arising after the date hereof.
1.3 This Assignment and Assumption shall be binding on and inure to the
benefit of Assignor and Assignee and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
1.4 This Assignment and Assumption is contingent upon its approval by the
City of Pearland.
2. Counterparts. This Assignment and Assumption may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which when taken
together shall constitute one and the sante instrument. Each counterpart may he delivered
by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Name: Susan Rozman
Title: President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HO TON (TX) LLC
By: < 4.42,.../
Name: Thomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57'h Street
New York, New York 10019
APPROVED:
City of Pearland
By: •
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year fiat above written
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By: clitralLee T/+YL(i
Name: Susan Rozman
Title: President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN S1H HOU ON (TX) LLC
By:
Name: Tomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57th Street
New York, New York 10019
APPROVED:
City of Pearlasd
By'
together shall constitute one and the same instrument. Each counterpart may be delivered
by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Susan Rozman, President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HOUSTON (TX), LLC
c/o LCN Capital Partners, L.P.
By:
Joshua R. Leventhal
Partner & General Counsel
LCN Capital Partners, L.P.
142 West 57`11Street
New York, New York 10019
APPROVED:
City of Pearland
By:
0�
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
AMERICAN COMMERCIAL CONTRACTORS, LLC
By:
Susan Rozman, President
American Commercial Contractors, LLC
4660 Sweetwater Blvd., Suite 110
Sugarland, TX 77479
"ASSIGNEE"
LCN SIH HOUSTON (TX) LLC
By:
Name: Thomas R. Wall
Title: Authorized Signatory
LCN Capital Partners, L.P.
142 West 57th Street
New York, New York 10019
APPROVED:
City of Pearland
By:
Clay Pearson
City Manager
Shale -Inland Holdings, LLC
By:
Kevin S. Boyle, Sr.
Chief Financial Officer
Southwest Stainless, L.P.
By: ��a /L1�/%
•
Kevin S. Boyle,
Chief Financial Officer