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HomeMy WebLinkAboutResolution - 2009-R0446 - Consent To Assignment And Assumption Of Tax Abatement Agreement - Semmaterials - 10_20_2009Resolution No. 2009-RO446 October 20, 2009 Item No. 5.15 RESOLUTION WHEREAS, by Resolution No. 2006-R0575, the City Council of the City of Lubbock approved a tax abatement Agreement dated December 7, 2006, between the City of Lubbock and SemMaterials, L.P. A copy of the Agreement is attached hereto and incorporated in this resolution as if fully set forth; and WHEREAS, SemMaterials, L.P. has been ordered by the U.S. Bankruptcy Court for the District of Delaware to assign the tax abatement Agreement to SemMaterials Energy Partners, L.L.C., a Delaware limited liability company, and the City desires to consent to this assignment; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Consent to Assignment and Assumption of Tax Abatement Agreement, approving the transfer and assignment of that certain tax abatement Agreement dated December 7, 2006, between the City of Lubbock and SemMaterials, L.P. to SemMaterials Energy Partners, L.L.C. Said Consent is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 20th day of October , 2009. TOM MARTIN, MAYOR ATTEST: CR.� Rebec,. Garza, City Secretary APPR VEP,A,STO CONTENT: R b Al on, City Manager, Development Services APPROVED AS TO FORM: Linda L. Cbamales, Economic Development Attorney LLC:Ic/ City Att / Linda I RES- Assignment Consent-SeniMaterials to SemMaterials Energy Partners October 1, 2009 Resolution No. 2009-RO446 CONSENT TO ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT AGREEMENT This CONSENT TO ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT AGREEMENT ("Consent") is entered into this 20th day of October , 2009, by the City of Lubbock, Texas ("City"). RECITALS WHEREAS, on December 7, 2006, City and SemMaterials, L.P., an Oklahoma limited partnership ("Assignor") entered into that certain Agreement for the abatement of real property and tangible personal property taxes of Assignor (the "Agreement"); WHEREAS, the Agreement was entered into under the authority of and in compliance with the requirements of the Guidelines and Criteria Governing Tax Abatement For Selected Taxing Units Contained Within Lubbock County heretofore adopted by Resolution No. 2005-RO421 of the City Council of the City of Lubbock (the "Guidelines"); WHEREAS, Section X.4 of the Guidelines provides that a tax abatement agreement entered into under the Guidelines may be assigned to a new owner with the written consent of the jurisdiction(s) that executed such agreement; WHEREAS, Assignor assigned its rights, interests and obligations under the Agreement to SemMaterials Energy Partners, L.L.C., a Delaware limited liability company ("Assignee") (the "Assignment") (a copy of which is attached as Exhibit A hereto), on August 7, 2009 (the "Assignment Effective Date"); WHEREAS, Assignee has accepted such Assignment from Assignor by assuming all of Assignor's rights, interests and obligations under the Agreement; and WHEREAS, City wishes to consent to the Assignment and to release Assignor from its rights and obligations under the Agreement as set forth below. AGREEMENT NOW THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City agrees as follows. 1. City Consent. City hereby consents to the Assignment and waives any right it may have to terminate the Agreement or exercise other default rights under the Agreement as a result of the Assignment or any notice given to Assignee in relation to the Assignment. City agrees that as of the Assignment Effective Date, the Agreement shall constitute a direct contract between City and Assignee and that no further action shall be required to complete the Assignment of the Agreement. DAL02:544095.1 2. Notices. City agrees, with and for the benefit of Assignee, that the notice provisions of the Assignment are hereby amended such that notices thereunder shall be sent to the following address for Assignee: SemMaterials Energy Partners, L.L.C. Two Warren Place 6120 South Yale Avenue, Suite 500 Tulsa, Oklahoma 74136 Phone: (918) 524-5500 Fax: (918) 524-5805 Attention: Chief Financial Officer 3. City Release. Notwithstanding anything to the contrary contained in the Agreement or elsewhere, City hereby agrees that Assignor shall be released from and shall have no further liability or obligation under the Agreement on or after the Assignment Effective Date. 4. Governing Law. The enforcement and interpretation of this Consent shall be governed by the laws of the State of Texas. 5. Full Force and Effect. The Agreement shall remain in full force and effect, as modified by this Consent. 6. Authority. City affirms and covenants that it has the authority to enter into this Consent and to abide by the terms hereof, and that the signatories hereto are authorized representatives of City empowered by City to execute this Consent. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DAL02:544095.1 2 IN WITNESS WHEREOF, City has executed this Consent as of the date set forth above. ATTEST: ,--Q -'- �--- ' -2 Rebe a Garza, City Secretary APPROVED AS TO CONTENT: Rob A 'son, Ass ity Manager Development Services APPROVED AS TO FORM: Linda Chamales, Economic Development Attorney DAL02:544095.1 CITY OF LUBBOCK A Municipal Corporation 5�� TOM MARTIN, MAYOR 3 EXHIBIT A DAL02:544095.1 A-1 Resolution No. 2009-RO446 EXECUTION VERSION ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Ageement"} is made and entered into as of this 7th day of August, 2009, but effective as of March 31, 2009 (the "Effective Date") by and among SemGroup, L.P., an Oklahoma limited partnership ("SemGroup"), SemMaterials, L.P., an Oklahoma limited partnership ("SemMaterials"), K.C. Asphalt, L.L,C., a Colorado limited liability company ("KCA"), Chemical Petroleum Exchange, Inc., an Illinois corporation ("CPE", and together with SemGroup, SemMaterials and KCA, "Assignors"}, and SemMaterials Energy Partners, L.L.C., a Delaware limited liability company ("Assignee"). WHEREAS, pursuant to that certain Contribution Agreement, dated as of February 20, 2008, Assignors previously assigned their respective rights, interests and obligations under each of the agreements listed on Exhibit A attached hereto (collectively, the "2008 Contribution Agreements") to Assignee; WHEREAS, commencing on July 22, 2008, Assignors and certain of their affiliates filed voluntary petitions for relief tinder chapter 1 ] of title 11 of the United States Code (the "Bankruptcy Code"), which cases (collectively, the "Bankruptcy Cases") are pending in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"); WHEREAS, subsequent to the filing of the Bankruptcy Cases, Assignors affirmatively assumed certain real property agreements, including, but not limited to, the real property ]cases listed on Exhibit B attached hereto (collectively, the "Assumed Real Property Leases'); WHEREAS, subsequent to the filing of the Bankruptcy Cases, those agreements listed on Exhibit C attached hereto (collectively, the "Reiected Agreements" and together with the 2008 Contribution Agreements, the "Non -Bankruptcy Contracts") were rejected by one of the Assignors; WHEREAS, the parties previously entered into a global settlement to resolve certain issues and executed a series of agreements, including, but not limited to, that certain Master Agreement, effective as of March 31, 2009 (the "Master Agreement'; capitalized terms that are not otherwise defined herein shall have the meaning given such terms in Master Agreement); WHEREAS, pursuant to the Master Agreement, Assignee has the option to have the Assignors transfer to Assignee (i) any of Assignors' Asphalt Third Party Contracts (the "SemMaterials Contract Option") and (ii) any SemMaterials Software to the extent pennissible (the "SemMaterials Software Option") upon the terms and conditions in the Master Agreement; WHEREAS, pursuant to the SemMaterials Contract Option, it is proposed that the Assumed Real Property Leases listed on Exhibit B and the agreements listed on exhibit D attached hereto (collectively, the "Additional Contracts" and together with the Assumed Real Property Leases, the ""Transferred Asphalt Third Party Contracts") be assigned by Assignors to Assignee pursuant to the terms of this Agreement and applicable provisions of the Bankruptcy Code; US AC IVF:W3033174108'43083174 &D0073451.0005 WHEREAS, four of the Transferred Asphalt Third Party Contracts relate to tax abatements in Texas and Kansas (the "Tax Abatement Agreements"); WHEREAS, pursuant to the SemMaterials Software Option, it is proposed that the SemMaterials Software listed on Exhibit E attached hereto (the "Transferred SemMaterials Software") be transferred and assigned by Assignors to Assignee pursuant to the terms of this Agreement and applicable provisions of the Bankruptcy Code; WHEREAS, the Assignors have filed a motion with the Bankruptcy Court regarding the approval of the assumption and/or assignment of the Transferred Asphalt Third Party Contracts and the transfer and assignment of the Transferred SemMaterials Software; WHEREAS, consent is required for the assignment of the License, Services, and Purchase Agreement, dated May 16, 2005, between flSE Systems, Inc. and SemMaterials (the "HSE Agreement"); WHEREAS, to the extent that Assignors have any remaining rights and obligations under any of the Non -Bankruptcy Contracts, Assignors desire to assign to Assignee, and Assignee desires to assume from Assignors, all of Assignors' respective rights and obligations (if any) in and under each of the Non -Bankruptcy Contracts; WHEREAS, subject to Bankruptcy Court approval, Assignors desire to assume and/or assign. to Assignee, and Assignee desires to assume from Assignors, all of Assignors' respective rights and obligations in and under each of the Transferred Asphalt Third Party Contracts; and WHEREAS, subject to Bankruptcy Court approval, Assignors desire to transfer and assign to Assignee the "Transferred SemMaterials Software upon the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignors and Assignee hereby agree as follows: 1. Assignment and Assumption of Transferred Asphalt Third Party Contracts. (a) Subject to Section 4 hereof, Assignors grant, transfer, assign and convey all of their respective rights, title and interest in, under and to each of the Transferred Asphalt Third Party Contracts free and clear of any Liens (other than Permitted Exceptions). Assignee hereby assumes and agrees to pay and perform, in accordance with their respective terns, all of Assignors' rights, obligations and liabilities under each of the Transferred Asphalt Third Party Contracts accruing from and after the Effective Date and arising out of the Transferred Asphalt Third Party Contracts. Assignee hereby fiirther acknowledges and agrees that it shall be solely responsible for any cure amounts related to any of the Transferred Asphalt Third Party Contracts in accordance with the terms of the Master Agreement and hereby agrees to pay any such cure amounts as and when requested by Assignors. (b) Assignee hereby acknowledges and agrees that the Tax Abatement Agreements are the result of prior negotiations between SemMaterials and the respective taxing authorities US_ACTI V E; W 3083174WS43083174_B.DC)0734 51.0003. 2 and that Assignee will be required to enter into negotiations with such taxing authorities to determine the amount of future tax abatements, if any. 2. Assignment and Assumption of Non -Bankruptcy Contracts. Subject to Section 4 hereof, Assignors grant, transfer, assign and convey all of their respective rights, title and interest (if any) in and under each of the Non -Bankruptcy Contracts. Assignee hereby assumes and agrees to pay and perform, In accordance with their respective terms, all of Assignors' rights, obligations and Iiabilities (if any) under each of the Non -Bankruptcy Contracts accruing from and atler the Effective Date and arising out of the Non -Bankruptcy Contracts. Assignee hereby acknowledges and agrees that any amounts owing under any Non -Bankruptcy Contracts shall be the sole responsibility of Assignee and Assignors shall have no obligations with respect to such amounts. 3. Transfer of Transferred SemMaterials Software. (a) Subject to Section 4 hereof, the Assignors do hereby transfer and assign, free and clear of any Liens (other than Permitted Exceptions), to Assignee forever, and Assignee hereby purchases and acquires from Assignors, all of Assignors' right, title and interest, in, to and under the Transferred SemMaterials Software, including all intellectual property therein. As of the Effective Date, Assignee does hereby assume and thereafter in due course will pay and fully satisfy any liabilities associated with the Transferred SemMaterials Software in accordance with the terms of this Agreement. (b) THE TRANSFERRED SEMMATERIALS SOFTWARE IS BEING TRANSFERRED AND ACCEPTED IN ITS CURRENT CONDITION, "AS IS, WHERE IS AND WITH ALL FAULTS" AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY ASSIGNORS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPI?CT TO QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. 4. Effective Dates of Assignments. The assignment of the Transferred Asphalt Third Party Contracts contemplated by Section I of this Agreement and the transfer and assignment of the Transferred SemMaterials Software contemplated by Section 3 of this Agreement shall not be effective until the entry by the Bankruptcy Court of an order approving such assignments but once so approved, shall be deemed effective as of the Effective Date; provided, however, that the assignment of the HSE Agreement shall not become effective until the parties have received consent for such assignment. The assignment of the Non -Bankruptcy Contracts contemplated by Section 2 of this Agreement shall become effective as of the Effective Date. 5. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person, other than the parties to this Agreement, any rights, remedies, obligations or liabilities. US ACT IVEM308317d1090308317d S.D0073,151.0005. G. Binding Effect, Successors and Assigns. This Agreement shall be binding solely upon and inure to the benefit of Assignors and Assignee and their respective successors and permitted assigns. 7. Jurisdiction. The Bankruptcy Court shall retain exclusive jurisdiction with respect to any and all issues or disputes arising under or otherwise relating to the terms of this Agreement as applied to the Transferred Asphalt Third Party Contracts and the Transferred SemMaterials Software; provided, however, that if the Bankruptcy Cases have been fully and finally dismissed and with respect to all issues or disputes arising or otherwise relating to the terms of this Agreement as applied to the Non -Bankruptcy Contracts, the parties agree to and hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard for the State of New York's conflict of law rules. 9. Further Assurances. The parties shall execute and deliver such further and additional instruments, agreements, and other documents, and shall take such further and additional actions, as may be appropriate or necessary to carry out the provisions of this Agreement. 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original copy and all of which together will constitute one and the same instrument. 11. Entire Agreement. This Agreement and the Master Agreement represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and no amendment or modification of this Agreement shall be effective unless it is set forth in writing and signed by each of the parties hereto. 12. Observance of Laws. This Agreement is subject to all applicable laws, ordinances, rules and regulations affecting each of the respective leasehold interests subject to the terms contained herein. 13. No Further Rights. From and after the Effective Date, Assignors shall have no father right, title, or interest in any of the Transferred Asphalt Third Party Contracts, the Transferred SemMaterials Software or any of the Non -Bankruptcy Contracts. 14. Severability. if any term or provision of this Agreement is invalid, illegal or incapable of being enforced by law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible_ US AcriVL•M308317.\08'A308317A 8.D0073451.0005. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ASSIGNORS: SEIVIGROUP, L.P. By: SemGroup G.P., L.L.C., Its general partner By: ``— Name: Terrence Ronan Title: Authorized Signatory SEMMATERIALS, L.P. By: SEMOPERATING G.P., L.L.C., its Qeneral Partner Name: Kevin Clement Title: Authorized Signatory K.C. ASPHALT, L.L.C. By: SEMMATERIALS, L.P., its Manager By: SEMOPERATING G.P., L.L.C., its General Partner By LY• 6Q��� Name: Kevin Clermont Title: Authorized Signatory CHEMICALPETROLEUMEXCHANGE, INC. V By: /% Name: Terrence Ronan Title: Authorized. Signatory ASSIGNEE: SEMl',ll ENERGY PAIUMERS, L.L.C. By: Na Title: I� Resolution No. 2009—RO446 Prf18868-8 ORIGINAI IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re SEMCRUDE, L.P., et aL, Debtors. Chapter 11 Case No. 08-11525 (BLS) Jointly Administered Re: Docket No. 5108 ORDER AUTHORIZING DEBTORS' MOTION TO (I) ASSUME AND ASSIGN, ASSIGN, OR TRANSFER ASPHALT THIRD PARTY CONTRACTS AND SEMMATERIALS SOFTWARE TO SEMGROUP ENERGY PARTNERS. L.P. AND!iI) APPROVE AND FIX CURE AMOUNTS Upon the motion (the "Motion')' of SemMaterials, L.P., K.C. Asphalt L.L.C., and Chemical Petroleum Exchange, Incorporated (together, "SemMaterials"), SemMaterials' parent, SemGroup, L.P. ("SemGroup" and together with SemMaterials, the "SemGroup Companies"), and certain other direct and indirect subsidiaries of SemGroup (collectively, the "Debtors"),2 for an order pursuant to sections 365 and 363 of title 11 of the United States Code (the "Bankruptcy Code"), (a) authorizing the SemGroup Companies to (i) assume, to the extent applicable, and assign the Asphalt Third Party Contracts, the list of which is attached as Exhibit A to the Motion, to SemGroup Energy Partners, L.P. ("SGLP") or one of SGLP's affiliates in accordance with the I Capitalizod terms used but not defined herein shall have the meanings ascribed to them in the Motion. z The Debtors in these chapter I l cases, along with the last four (4) digits of each debtor's federal tax identification number, are: SemCrude, L.P. (7524), Chemical Petroleum Exchange, Incorporated (8966), Eaglwing, L.P. (7243), Grayson Pipeline, L.L.C. (0011), Greyhawk Gas Storage Company, L.L.C. (4412), K.C. Asphalt L.L.C. (6235), ScmCanada 11, L.P. (3006), SemCanada L.P. (1091), SemCrude Pipeline, L.L.C. (9811), SemFuel Transport LLC (6777), SemFuel, L.P. (1015), SemGas Gathering LLC (4203), SemGas Storage, L.L.C, (0621), SernGas, L.P. (1095), SemGroup Asia, L.L.C. (5852), SemGroup Finance Corp. (3152), SemGroup, L.P. (2297), SemKan, L.L.C. (8083), Sernh4anagement, L.L.C. (0772), SemMaterials Vietnam, L.L.C. (5931), SemMaterials, L.P. (5443), SemOperating G.P., L.L.C. (5442), SemSnwm, L.P. (0859), SemTrucking, L.P. (5355), Steuben Development Company, L.L.C. (9042), and SemCap, L.L.C. (5317). 1t should be noted that SemGroup Holdings, L.P. (6746) is not a jointly administered Debtor in these chapter 11 cases. Consequently, the relief requested herein does not apply to SemGroup Holdings, L.P. US ACTIVE:A3061401u0443061401 IO.DOC,?3451.0003 Docket No. 5394 R0f 1-3426443-2 Date Filed: 8127I49 terms of the Master Agreement and pursuant to the Assignment and Assumption Agreement, attached as Exhibit C to the Motion, free and clear of any Liens other than the Permitted Exceptions (as such terms are defined in the Master Agreement); and (ii) assume the Software Third Party Contract and assign or transfer the SemMaterials Software, the list of which is attached as Exhibit B. to the Motion, to SGLP or one of SGLP's affiliates in accordance with the terms of the Master Agreement and pursuant to the Assignment and Assumption Agreement (as applicable), attached as Exhibit C to the Motion, free and clear of any Liens other than the Permitted Exceptions (as such terms are defined in the Master Agreement); and (b) approving and fixing the cure amounts related to the assumption of the Contracts (the "Cure Amounts"), as more fully as set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § § 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the parties listed in the Motion, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and approval of the assumption and assignment or assignment of the Contracts and the transfer of certain of the SemMaterials Software to SGLP or one of SGLP's affiliates pursuant to the terms of the Assignment and Assumption Agreement (as applicable) being within the sound discretion of the Court; and approval and fixing of the Cure Amounts being within the sound discretion of the Court; and it appearing that the relief requested in the Motion is fair and equitable and in the best interests of the Debtors' estates and their creditors; and after due deliberation and sufficient cause appearing therefor, US AC7[VE.A3N14011i0H306140I_IO.iD0073491.0005 2 RLFI-3426443-2 IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The SemGroup Companies are authorized to enter into the Assignment and Assumption Agreement with SGLP or one of SGLP's affiliates in accordance with sections 365 and 363 of the Bankruptcy Code. 3. Pursuant to sections 365 and 363 of the Bankruptcy Code, the SemGroup Companies are authorized to assume and assign or assign the Contracts and transfer certain of the SemMaterials Software to SGLP or one of SGLP's affiliates, free and clear of any Liens other than the Permitted Exceptions (as such terms are defined in the Master Agreement). 4. The Debtors and SGLP and its affiliates are authorized to execute, deliver, implement, and fully perform any and all obligations, instruments, documents, and papers and to take any and all actions reasonably necessary or appropriate to effectuate the assignment of the Contracts in 4ccordance with the Assignment and Assumption Agreement, transfer certain of the SemMaterials Software, and perform any and all obligations arising in connection therewith after the date hereof. 5. Except for the Cure Amounts set forth on Exhibit A and Exhibit B, there are no other amounts (whether prepetition arrearages, postpetition arrearages, or otherwise) currently due and owing in connection with the Asphalt Third Party Contracts and the SemMaterials Software being assigned or transferred to SGLP, and in no event shall SGLP have any liability for any alleged defaults or amounts owing under or with respect to the Asphalt Third Party Contracts or the SemMaterials Software that arose on or before the date of this Order. SGLP shall pay all Cure Amounts within ten (10) business days of entry of the order approving this Motion. U3_ACME.!43061401`.104306 t 401 _10. D0073451.0005 RLF 1-3426443-2 6. Upon payment of the Cure Amounts, SGLP shall be deemed to have satisfied, to the extent necessary, the requirements of Bankruptcy Code sections 365(b)(1) and 365(f), and the Debtors shall have no liability for any Cure Amounts or any other obligations related to the Asphalt Third Party Contracts or the SemMaterials Software. 7. Pursuant to the Assignment and Assumption Agreement, as of the Effective Date of the Assignment and Assumption Agreement, the Debtors shall be released from any and all obligations with respect to the Contracts, and, subject to the terms of this Order, the counterparties to the Contracts shall look solely to SGLP and its affiliates for the satisfaction of any and all liabilities or obligations related to same. SGLP and any of its affiliates are hereby barred and permanently enjoined from asserting against the Debtors any default, claim, or liability existing, accrued, arising, or relating to the Asphalt Third Party Contracts or the SemMateriala Software for the period prior to the entry of this Order. 9. SGLP has provided adequate assurance of future performance of the Contracts sufficient to satisfy section 365(f)(2) of the Bankruptcy Code. 10. Notwithstanding anything herein to the contrary, a hearing on that portion of the Motion relating to agreements transferred under or related to the Purchase and Sale Agreement (the "PSAD by and between the Debtors and the Koch Entities (as defined in the Koch Entities' Objection to the Motion), including, but not limited to the agreements listed on Exhibit B. to the Koch Entities, Objection and attached hereto (the "Koch Agreements"), shall be continued until a later date as noticed by the Debtors. Nothing in this Order or the Assignment and Assumption Agreement shall (i) impact or relate to the Koch Agreements or affect the rights of any party under the PSA and the Koch Agreements; (ii) operate to assume and/or assign any U5_ACTIVE'4306140111OW3061401_10.OW73451,0003 4 RLF1-3426443-2 of the Koch Agreements or the rights under the Koch Agreements; or (iii) operate to limit the Debtors' liability for or under the PSA and the Koch Agreements. 11. Notwithstanding anything herein to the contrary, a hearing on that portion of the Motion relating to agreements with BNSF Railway Company (collectively, the "BNSF Agreements") shall be continued until a later date as noticed by the Debtors. Nothing in this Order or the Assignment and Assumption Agreement shall (i) impact or relate to the BNSF Agreements or affect the rights of any party under the BNSF Agreements; (ii) operate to assume and/or assign any of the BNSF Agreements or the rights under the BNSF Agreements; or (iii) operate to limit the Debtors' liability for or under the BNSF Agreements. 12, Nothwithstanding anything herein to the contrary, Ordinance Number 1176 of the City of Halstead, Kansas shall not be assumed and assigned pursuant to the Motion or this Order. ' 13. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of the assumption and assignment or assignment of the Contracts and the transfer of certain of the SemMaterials Software to SGLP or any of its affiliates, the Cure Amounts, and/or this Order. Dated: Wilmington, Delaware August Q-2009 r N E BR N AN L. SHANNON STA BAN UPTCY JUDGE US ACTIVE `A30G1401ti10'A306140! 10 DOC173451.0005 RLF1-3426443-2 Resolution No. 2009—RO446 AGREEMENT STATE OF TEXAS COUNTY OF LUBBOCK § This Agreement trade this _ 7th _ _ day of_ December , 2006, by and between the Cit`° of Lubbock, Texas. a home rule municipality of the State of Texas thereinafter called "City"). and Semilvtaterials, L.P. (hereinafter called "Company"); WITNESSETH: WHEREAS, City did receive from Company on the 18`1' day of September, 2006 an application for tax abatement for improvements to real property and tangible personal property at 1611 Marshall Street, 1101 Avenue P. and 1619 Marshall, which is further described in Exhibit "A"; and WHl RIAS, upon review of the above application it was determined that the facility and real property is located in the Lubbock 2000 North Enterprise Zone; designated by the City in Ordinance No. 2000-00032 covering the above described property; and WHEREAS, the Guidelines and Criteria Governing Tax Abatement For Selected Taxing Units Contained Within Lubbock County was heretofore adopted by Resolution No. 2005-RO421 of the City Council of the City of Lubbock. A copy of the Guidelines and Criteria Governing Tax Abatement for Selected Taxing Units Within Lubbock County- is attached as Exhibit "B" and incorporated herein as if fully set forth; and WHEREAS, the City did comply with all the requirements set forth in V .T.C.A.. Tax Code. Section 312.201; and W141 REAS, the City did comply kvith all the criteria and guidelines as set forth in the Guidelines and Criteria Governing Tax Abatement for Selected Waxing Units Contained Within Lubbock Count-, said guidelines having been adopted by Resolution No. 2005-110421 of the City on September 8. 2005: and WJ I RF .,\S, the Cit% did pass Ordinance No. 2000-000 32 creating the Lubbock 20U0 North bnterprise Zone for commercial and industrial tag abatement, said zone including the area which is described in the attached Exhibit "A and 1ciR11, E :111:\'I SEIVINIA l EltIALS. l_P. PAGE i WHEREAS, V.A.T.C., 'fax Code, Sec. 312.2011 provides that designation as an enterprise zone constitutes designation as a reinvestment zone without further action, and WHEREAS, the application received by City from Company is an application for the expansion of an existing facility; and W11L-REAS, V.A.T_C., Tax Code, Sec. 312.002 specifically states that such a purpose is to be included in the guidelines for tax abatement and to be eligible for such treatment: and WHEREAS, Section IV of the Guidelines and Criteria governing; Tax Abatement for Selected Taxing units Contained Within Lubbock County adopted by the City Council by Resolution No. 2005-RO.121, does recognize expansion of an existing facility as being eligible for tart abatement status; and WIIEREAS. the City Council does hereby Lind that all of the Guidelines and Criteria Governing Tax Abatement, as adopted by Resolution No. 2005-RO421 have been met by Company; and Va411 REAS. the location of the facility and surrounding; real property, which are to be the subject matter of this Agreement, are attached hereto as Exhibit "A" and trade a part of this :agreement tier all purposes; and NOW THEREFORE, for and in consideration of the premises and of the mutual terms, covenants and conditions herein contained the City and Company do hereby agree as follows: SECTION 1. Term. This Agreement shall remain in force and effect for a period of five (5) years from January 1 of the tax year after the required improvements are substantially completed and shall expire. and be of no further force and effect after said date. SECTION 2. Base Year. The base year applicable to real property, which is the subject of this Agreement, shall be 2006. and the assessed value of the real property shall be the assessed value applicable to such property for said year. SECTION 3. Base Year 'faxes. 'flee taxes upon the real property shall be paid in accordance with the assessed value of such property for the base year. Base year taxes upon the real property are thus not abated. SF.CTION 4. :Abatement of Increase in Base Year Tax. In accordance with V.A.T,C., Tax Crude, Section 312.204 real property taxes applicable to the real property subject to this Agreement shall be abated only to the extent said value for any given year kNithin the term of this agreement exceeds the base vcar taxes hereinabove set Forth. AGRETMEN"l -- SEMMA 1TAIAL5. 1_Y PAGE ' SECTION 5. Property Ineligible for Tax Abatement. The property described and set forth in Section 1V(6) of the Guidelines and Criteria Governing Tax Abatement for selected taxing units contained within Lubbock Count), and heretofore adopted by the City Council by Resolution No. 2005-R0421 is incorporated by reference herein as if fully set out in this Agreement and fully describes the property ineligible for tax abatement. L SECTION 6. Exemption from Tax. The City covenants and agrees to exempt from taxation, in accordance with Section 4 above, the following properties: (.a) All proposed new improvements to be placed upon the property which is described in Exhibit "A". (b) All eligible tangible personal property, owned by Company, placed in or upon the property set forth in Exhibit "A". which does not include any equipment and personal property owned by Company and already located in the existing facility. (c) It is further understood that all items affixed to the new improvements placed upon the real property identified in Exhibit "A", including machinery and equipment shall be considered part of the real property improvement and taxes thereon shall be abated in accordance with the provisions of subparagraph (a) above set forth. SECTION 7. Economic {qualifications. Company agrees to expend funds necessary to qualifyy for tax abatement by expanding an existing facility, as set forth in Section IV(3)(b) of the Guidelines and Criteria Governing Tax Abatement for selected taxing, units contained within Lubbock County (Exhibit "B") on the property described in Exhibit "A". A description of the kind, number and location of all proposed improvements is attached in Company's application, Exhibit "C" and incorporated herein as if fully set forth. SECTION S. Value of Improvements. In accordance with V.A.T.C., Tax Code, Section 312 204(a), which requires the Owner of the property to make specific improvements or repairs to the property in order to be eligible for tax abatement, Company will expend three million six hundred thousand 63,600,000) for the expansion of an existing facility and eight million eight hundred thousand ($8,800,000) on ne�� equipment to be located within the enterprise zone created by Ordinance No. 2000-00032. SECTION 9. Eltciricity Provider. Company acrces to utilize Lubbock Power R Light (LPR.I,) for electrical services for the term of the tax abatement. It company chooses to utilize a different Pov%cr Compam _ this contract shall be terminated. %GRt;t:NMEN t - SEAiNIATERiALS_ I.P. PAGEL ; SECTION 10. City access to Property. Company covenants and agrees that City shall have access to the property, which are the subject matter of this Agreement, upon reasonable notice and during normal business hours, and that municipal employees shall be able to inspect the property to insure compliance with the terms and conditions of Company's application for tax abatement, attached as Exhibit "C", and this Agreement. SECTION 11. Portion of Tat abated. City agrees, during the term of this Agreement, to abate taxes on eligible property according to the following schedule. Year 1: 10011110, Year 2: 800ib Year 3: 60% Year 4: 400'/6 Year 5: 20° SECTION 12. Commencement Date. This Agreement shall commence January I of' the tax year after the required improvements are substantially completed and shall expire Five (5) years after such date. SECTION 13. Type of Improvements. Company proposes to expand an existing facility as described in Exhibit "C". Company further states that the proposed improvements to the property above mentioned shall commence on the I" day of October, 2006, and shall be completed within approximately seven (7) months from said date. Company may request an extension of the above date from City in the event circumstances beyond the control of Company- necessitates additional time for completion of such improvements and such consent shall not unreasonably be withheld. Company shall provide a copy of the certificate of occupancy or other proof of completion within ten days of completion of improvements. SECTION 14. Drawings of Improvements. Company shall furnish City with one set of as built plans and drawings of the improvements to be made pursuant to the terms of this .-agreement. SI-C'I'IOti 15. Limitation on Use_ Company agrees to limit the use of the property set forth in Exhibit "A" to commercial and/or industrial uses as those terms are defined in the: zoning ordinances of the City of Lubbock and to limit the uses of the property to uses consistent with the general purpose of encouraging development of the enterprise zone during the term of this agreement. SEC 'ION 16. Recapture. Company agree s to be bound by and Comply with all the terms and prop isions for recapture of abated taxes in the event of default by Company Pursuant to law and as set forth in Guidelines and Criteria fur Tax ,abatement adopted by Resolution No. 2005-R041-1 of the Citv Council of the Citv of Lubbock. AGREEME:N't' at='1,1\ATERIALS, 1-1) f}AGF 4 SECTION 17. Certification. Company agrees to certify° annually in writing to the goveming body of each taxing unit that the owner is in compliance with the terms of the :Agreement. SECTION 18. Compliance. The Cite may cancel or modify this Agreement if Company fails to comply with the Agreement. SECTION 19. Notices. Notices required to be gi4en by this :Agreement shall be mailed, certified mail return receipt requested. to the following addresses: C1TN' OI,' LUBBOCK Assistant City Manager Development Services P.O. Box 2000 Lubbock, Texas 79457 5EN1N1ATERIALS, L.P. Frank R. Panzer, President 6502 South Yale Avenue Tulsa, OK 74136 SECTION 20. Effective Date. Notwithstanding anything contained herein to the contrary, this Agreement shall not be effective until such time as it has been finally passed and approved. [signature page to follow] AGRE.ENMEN'! 51 MNIA F tit IALS. LP. t AG-1 c F,XECUTED this 7th day of December 2006. SEMMATERLLLS. L.P., CITY OF LUBBOCK By: SeniOperating G.P.. I..L.C., A Municipal Corporation Its general partPer 101 By Frank R. Panzer DAVID A. 111LLER. 1�1AYOR President of SernMaterials. I—P. ATTfAk ATTEST. - Parker Strickland, CFO Rebecca Garza. City Secretary CONTENT: '��--� E /_'` �_ �� .�.� het-• Rob Allismf—Assistant City Manager Dcvclopment Services APPROVED AS TO FORM: Linda L. Cha.rnales, Senior Attorney Office Practice Section N% •libatemew Agm1^Scm\latcnak luccmfher 9. 'OOb A(;RE MEN I SE-MNIAI ERIAL4. LP I'A(& 6 Exhibit "A" Legal Descriptions of Property FolloNsin,, are the legal descriptions of the parcels included in the tax abatement. Parcel I and 2 I.e-al description of land: TRACT 1: All that portion of Tract 2. darnels Industrial Additional to the City of Lubbock, Lubbock Counts. Teats, according to the %lap, Plat, and, or Dedication Deers thereof. recorded in Volume 950. Pase 403. Deed Records of Lubbock Counts. Texas. being further described as follo%ks: BEGINNING at a ; z- iron rod (set) at the Northeast corner ofsaid Tract 2. Ahich bears South 2683.1 feet and West 32.1 feet from the Northeast corner of Section 16, Block A. Lubbock Count). Texas. REVISEI) GF 4 00-5376 THENCE South. alons-, the East line of said Tract 2. a distance of 500,00 feet: THENCE West a distance of 185.8 feet to a ,,4" iron rod. TIiE:NCE South a distance of236.00 feet: THENCE West a distance of 0.42 feet: THENCE South a distance of224.8 feet to a , " iron rod flash «ith a buildin! wall., THE;NCF: South 19 'Nest a distance of 135.17 feet to a ' 2- iron rind in the dsest line of said 'Tract II: THENCI^ North. alone the West line of said Tract 2. a distance of 1088.40 fee€ to a iron rod at the NorthN st corner of said Tract 2: TI lENCC East. along the North line of said Tract 2. a distance ref 210.00 feet to the POINT OF BEGEN-NI NG. 'I RACT lI: All that strip of land located on bath sides of the conunon line hemeen Sections 15 and 16. Block A, Lubbock Corint\. "Texas bounded bg the East b_s a lit` parallel �k ith and 47.9 feet fast of paid Section line. and oil the West b` a line parallef "ith and 3 2. 1 feet West ofsaid Section line, bein+-, further ticscribed as f0110\\S: Exhibit "A" Leal Descriptions of 1'ropert/ BEGINNING at a! 4' rod yyhich bears South 2683.1 feet and East 47.9 feet from the Northeast corner of Section 16 and the North\Nest corner Of Section 1,, Block A. Lubbock County. Texas: THENCE South a distance of 00.00 feet to a'.:'" rod: THENCE. West a distance of 80.00 feet to a point in the: West line of Tract'. Marnel Industrial Addition to the C'it% of Lubbock. Luhhckk C'ount\, 1'exas: 1-1IE:NCE- North. along the East line ofsaid Tract'. a distance of500.00 feet to the Northeast corner of said Tract THENCE East a distance of80.00 feet to the POINT OF BEGINNING. TRACT III: A +0.00 Foot wide strip of land lying contialuous to and westerly of Lot 2, Tract i of Marnels Industrial Addition to the Cite of Lubbock. as established by Certificate of Dedication recorded Fe:bruar% 7. 1966 in Volume: 107?. Pages 560 et sey.. Teed Records of Lubbock Count%. Texas, situated in the E' 2 of Section 16, Block 1, T.T.R.R. Co. Survey. Lubbock County. Texas. and being a portion of that certain 95.56 acre tract of land described in Deed from '�Valker Stanton. et at dated June 20. 1950. recorded in Book 417. Page 16. Deed Records of Lubbock County. Texas, described as folloyvs. to-yN it: COMMENCING at the Southwest corner of said Lot ?, Tract 3 of Marncls Industrial Addition: Tl IENCE Northerly along, the Westcrly boundary of said Lot ?. Tract 3 along a curve to the left, have a radius of 620.76 feet v%ith long chord bearing North 09"26'27" East, 107.76 feet to the; true point of beginning: Tf 117NCE contmuin- Northerh along said curve and alone the Westerly houndarti of said Lot ?. 'Tract , an arc distance of 50.05 feet to a print oftangerlc\: THF, CE=. North 00 "09' •0" West. 5233,8 feet. more or le,;, to a point in the. South line of Lot 1.'Tract 3 of said Marncls Industrial Addition to the City ol-Luhbock: H IFNCF bl est alone said SOU[ll line 10.0 feet: TI [E N'(4-: South t VOW 0- Fast. 523.8 feet, more or less. ton point .30.0 feet \fist of the hereinabor e described point of tan_uenc,,: l: Southerly atonua tanoential cure; to the ri,,ht hay illU a radius of i9t).?6 tent. an are distance of 17.7_' tLeC W THENCI= Lastcriv 10.6 feet to the true POINT OF BEGINNI\G. Exhibit "A" Legal Descriptions of Property REVISED GF - d0- ; 76 TRACT IV: A portion of Tract No. 2.'larnels industrial Addition to the City of Lubbock. Lubbock County. Teas_ according to the map, plat andror dedication deed thereof recorded in Volume 950. Paget 40 3_ Dead Records of Lubbock Count\ . Metes and that 80 lbot m ide tract cif land adjacent thereto located in the «'est Half of Section 15 and the East I fait' of Section 16. Block A. Lubbock C'ount\. Texas. being further described as tbllo"s. BEGINNING at a poinr in the East line: of Section 16 which bears South a distance of 3.183.1 feet from dte Northeast corner of Section 16. Block A. Lubbock Count., "texas, THENCF lest, Parallel to the North line of Section 16. at 32.1 feet pass the Fast line of Tract No. 2. Marnels Industrial Addition, continuin2. for a total distance of 217.9 feet to a '!" iron rod «ith cap found at the Northvwst corner ofthis tract, THENCE: South. parallel to the East lint: of Section 16. a distance of 219.85 feet tet a '. iron reed A ith cap set for the Southwest corner ofthis tract: THENCE East. parallel to the North line of Section 16. a distance of 265.8 tcet to a '-_" iron rod �� ith cap tint fir the: Southeast corner of this tract: THENCE North. parallel to the East lime of Section 16. a distance of 219.8-5 fee[ to a <" iron rod found for the Northeast corner of this tract: THENCE lest. parallel to the :Borth line of Section 1-5, a distance: of47.9 feet to the POINT0F BEGINNING. Parcel 3 Marvels Industrial. south part of tract tno (Zl. and strip can cast side Parcel 4 161 a '0arsltalI Street: Ittq 2. Tract 3. Nlarncls Industrial Addition. 41 7 acres. Cit. of Lubbock, Lubbock County. Teas. as shorn n b% the official plat thereof recorded in VoluttaC l()7=_ Pace 5,60. of the Lubbock Count\ Deed Records. Exhibit "A" Legal Descriptions of t'roperty Resolution No. 2 OI -R0421 September 8, 20C Exhibit "B" Item go. 22 RESOLUTION JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LUBBOCK AND THE COUNTY COMMISSIONERS OF LUBBOCK COUNTY TO ADOPT GUIDELINES AND CRITERIA FOR INDUSTRIAL TAX ABATEMENT AGREEMENTS IN ACCORDANCE WITH THE PROPERTY REDEVELOPMENT AND TAX ABATEMENT ACT. WHEREAS, in September of 2003, Guidelines and Criteria Governing Tax Abatement for all Taxing Units within Lubbock County were approved and amended by the City in December, 2004 and by the County in April, 2005; and WHEREAS, the guidelines and criteria approved will expire under the terms of the Property Redevelopment and Tax Abatement Act upon the second anniversary of their adoption; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK AND THE COUNTY COMMISSIONERS OF LUBBOCK COUNTY: THAT the City Council of the City of Lubbock and the County Commissioners of Lubbock County hereby approve and adopt Guidelines and Criteria Governing Tax Abatement for all Taxing Units within Lubbock County, which guidelines and criteria are attached as Exhibit "A" and are made a part hereof for all intents and purposes. These guidelines shall become effective upon expiration of the previously approved guidelines. Passed by the City Council this 8th day of Septembe ATTEST: R ecca Garza, City Secre APPRO D AtS T CONTENT: Rob Alliso Director of Business Development APPROVED AS TO FORM: Linda Chamales, Senior Attorney Office Practice Section JOINT RESOLUTION - TAX ABATEMENT GUIDELINES FOR P,�DUSTRIAL PROJECTS Passed by the Lubbock County Commissioners this 1 Zday of 2005. COUNTY OF LUBBOCK Torn Head, County Judge Bill McCay, Precinct 1 Jams bitten, Precinct 2 sidm Gutierrez, Precinc—tT Patti Jones, Precinct 4 ATTEST: ."� ew'll— Doris Ruff, ty Clerk CBrrax Abatm=t/Guideiines12oO5Guide ina/2005 Industrial ResoluLon Cc does: Tax Abatement Guidelines • Industrial 2005 APPROV=TO M: 6� B.J. `Beni" Hemmeline, Civil Chief Lubbock County District Attorney JOINT RESOLUTION - TAX ABATEMENT GUIDELINES FOR NDUSTRIAL PROJECTS 2 Exhibit "A" GUIDELINES AND CRITERIA GOVERNING TAX ABATEMENT FOR SELECTED TAXING UNITS CONTAINED WITHIN LUBBOCK COUNTY SECTION 1. General Puraose: The Affected Jurisdictions located wholly within or partially within the County of Lubbock, Texas, are committed to the promotion of high quality development in all parts of Lubbock County, Texas; and to an ongoing improvement in the quality of life for the citizens residing within the Affected Jurisdictions. The Affected Jurisdictions recognize that these objectives are generally served by enhancement and expansion of the local economy. The Affected Jurisdictions wilt, on a case by case basis, give consideration to providing tax abatement, as authorized by V.T.C.A., Tax Code, Chapter 312, as stimulation for economic development within the Affected Jurisdictions. It is the policy of the Affected Jurisdictions that said consideration will be provided in accordance with the guidelines and criteria herein set forth and in conformity with the Tax Code. Nothing contained herein shall imply, suggest or be understood to mean THAT the Affected Jurisdictions are under any obligation to provide tax abatement to any applicant and attention is called to V.T.C.A., Tax Code, Section 312.002(d). With the above rights reserved all applications for tax abatement will be considered on a case by case basis. SECTION 11. Definitions: As used within these guidelines and criteria, the following words or phrases shall have the following meaning: 1. Abatement of Taxes: To exempt from ad valorem taxation all or part of the value of certain Improvements placed on land located in a reinvestment zone designated for economic development purposes as of the date specified in the Tax Abatement Agreement for a period of time not to exceed ten (10) years. 2. Affected Jurisdiction: The County of Lubbock and City of Lubbock. 3. Abatement Agreement: (1) A contract between a property owner and an Affected Jurisdiction for the abatement of taxes on qualified property located within the reinvestment zone; or, (2) a contract for the abatement of taxes between an Affected Jurisdiction and a certified air carrier who owns or leases Real Property located within the reinvestment zone or Personal Property or both as authorized by V.T.C.A., Tax Code, Section 312.204(e) 4. Base Year Value: The assessed value of property eligible for tax abatement as of January 1 preceding the execution of an Abatement Agreement as herein defined. 5. Distribution Center Facility: A building or structure including Tangible Personal Property used or to be used primarily to receive, store, service or distribute goods or materials. 6. Expansion of Existing Facilities or Structures: The addition of buildings, structures, machinery or equipment to a Facility, 7. Existing Facility or Structure: A facility as of the date of execution of the Tax Abatement Agreement, located in or on Real Property eligible for tax abatement. 2006 Industrial Guidelines September 8, 2005 Industrial Tax Abatement Guiao.,.,as September 8, 2005 Page 2 8. Facility: The improvements made to Real Property eligible for tax abatement and including the building or structure erected on such Real Property and/or any Tangible Personal Property to be located in or on such property. 9. Improvements to Real Property or Improvements: Shall mean the construction, addition to, structural upgrading of, replacement of, or completion of any facility located upon, or to be located upon, Real Property, as herein defined, or any Tangible Personal Property placed in or on said Real Property, 10, Manufacturing Facility: A Facility which is or will be used for the primary purpose of the production of goods or materials or the processing or change of goods or materials to a finished product. 11. Modernization/Renovation of Existing Facilities_ The replacement or upgrading of existing facilities. 12, New Facility: The construction of a Facility on previously undeveloped real property eligible for tax abatement. 13. New Permanent Job: A new employment position created by a business that has provided employment to an employee of at least 1,820 hours annually and intended to be an employment position that exists during the life of the abatement. 14, Other Basic Industry: A Facility other than a distribution center facility, a research facility, a regional service facility or a manufacturing facility which produces goods or services or which creates new or expanded job opportunities and services a market of which 50% of revenues come from outside of Lubbock County, Texas. 15. Owner: The record title owner of Real Property or the legal owner of Tangible Personal Property. In the case of land leased from an Affected Jurisdiction or buildings leased from a private party or tax exempt property, the lessee shall be deemed the owner of such leased property together with all improvements and Tangible Personal Property located thereon. 16. Productive Life: The number of years a Facility is expected to be in service. 17. Real Property: Land on which Improvements are to be made or fixtures placed. 18, Regional Services Facility: A Facility, the primary purpose of which is to service or repair goods or materials and which creates job opportunities within the Affected Jurisdictions. 19. Reinvestment Zone: Real Property designated as a Reinvestment Zone under the provisions of V.T.C.A., Tax Code, Section 312 202. 20. Research Facility. A Facility used or to be used primarily for research or experimentation to improve or develop new goods and/or services or to improve or develop the production process for such goods and/or services. 21. Tangible Personal Property: Any Personal Property, not otherwise defined herein and which is necessary for the proper operation of any type of Facility. Industrial Tax Abatement Gun.... -..as September 8, 2005 Page 3 SECTION Ill. Intent of Criteria and Guidelines: The Intent of the criteria and guidelines, as herein set forth, is to establish the minimum standards which an applicant for tax abatement must meet in order to be considered for such status by the Affected Jurisdictions. SECTION IV. Criteria and Guidelines for Tax Abatement: Any type of Facility will be eligible for tax abatement consideration provided such Facility meets the following guidelines and criteria: 1. To qualify for Tax Abatement, the company must meet both of the following criteria; a) The modernization or expansion of an existing facility of any type as herein defined or construction of a new facility of any type as herein defined. b) Producer, manufacturer or distributor of goods and services of which 50 percent or more are distributed outside of Lubbock County. 2. In addition to the aforementioned, the taxing jurisdiction will consider abatement only if the company meets one of the following criteria: a) One of the following target industries: i) Manufacturing 4) Value-added Agricultural Production including Food Processing and Machinery iii) Research and Development iv) Aviation/Avionics Production/Rehab v) Warehouse/Distribution v) Corporate Headquarters of a RegionaUNational Service Center b) The project is not included as a target industry, but has the potential of generating additional significant economic development opportunities to Lubbock 1 The company must meet one of the following criteria: a) The project will add at least $1 million in real property improvements, or $2 million in new personal property, or 25 new permanent jobs if the facility is a new company to Lubbock. b) The project will add at least $500,000 in real property improvements, or $1 million in new personal property, or 15 new permanent jobs if the facility is an existing company. 4. New or existing facilities,of any type herein defined, located in a reinvestment zone or upon Real Property eligible for such status will be eligible for consideration for tax abatement status provided that all other criteria and guidelines are satisfied Industrial Tax Abatement Guy.. es September B, 2005 Page 4 5. Improvements to Real Property are eligible for tax abatement status. 6. The following types of Property shall be ineligible for tax abatement status and shall be fully taxed. a) Real Property; b) inventories or supplies; c) tools; d) furnishings and other forms of movable personal property; e) vehicles; f) aircraft; g) housing; h) boats; i) hotel accommodations; j) motel accommodations; k) retail businesses; 1) property owned by the State of Texas or any State agency; and, m) property owned or leased by a member of the affected Jurisdiction that did not have an active tax abaternent in place before they became a member of the governing body or commission, 7. In order for a Facility to qualify for abatement, the following conditions must apply: a) The owner or leaseholder of real property must make eligible improvements to the real property; and, b) In the case of lessees, the leaseholder must have a lease commitment of at least five (5) years. c) Facilities located within the certificated territory of the City's municipally owned electric utility, Lubbock Power and Light (LP&L) must utilize LP&L for electrical services during the term of the abatement, so long as LP&L's rates are competitive on a state-wide basis. & In reinvestment zones, the amount and term of abatement shall be determined on a case by case basis, however, in no event shall taxes be abated for a term in excess of ten (10) years. The amount of the taxable value of Improvements to be abated and the term of the abatement shall be determined by the municipality in all cases where the property for which tax abatement is applied for is within the City limits of the City or by the County of Lubbock in all cases where the property for which tax abatement is applied for is outside of the City limits of a municipality, but within the County of Industrial Tax Abatement Gut_ as September 8, 2005 Page 5 Lubbock, except that a reinvestment zone that is a state enterprise zone is designated for the same period as a state enterprise zone as provided by Chapter 2303, Government Code. The authority of all other taxing units shall be as set forth in V.T.C.A., Tax Code, Section 312.206. In enterprise zones, the governing body of each taxing jurisdiction may execute a written agreement with the owner of the property. The agreement may, but is not required to, contain terms that are identical to those contained in the agreement with the municipality, county, or both, whichever applies, and the only terms for the agreement that may vary are the portion of the property that is to be exempt from taxation under the agreement and the duration of the agreement. 9. No property shall be eligible for tax abatement unless such property is located in a reinvestment zone in accordance with V.T.C.A., Tax Code, Section 312.202 and the tax abatement application is filed with the taxing jurisdiction before construction begins. 10. Notwithstanding any of the requirements set forth in Section IV Subsection 3, the governing body of an Affected Jurisdiction upon the affirmative vote of a three -fourths (314) of its members may vary any of the above requirements when variation is demonstrated by the applicant for Tax Abatement that variation is in the best interest of the Affected Jurisdiction to do so and will enhance the economic development of the Affected Jurisdiction. By way of example only and not by limitation the governing body of an Affected Jurisdiction may consider the following or similar terms in determining whether a variance shall be granted: a) That the increase in productivity of the Facility will be substantial and hence directly benefit the economy. b) That the increase of goods or services produced by the Facility will be substantial and directly benefit the economy. c) That the employment maintained at the Facility will be increased. d) That the waiver of the requirement will contribute and provide for the retention of existing jobs within the Affected Jurisdiction. e) Any other evidence tending to show a direct economic benefit to the Affected Jurisdiction. 11. Taxability; a) The portion of the value of Improvements to be abated shall be abated in accordance with the terms and provisions of a Tax Abatement Agreement executed between the Affected Jurisdiction and the owner of the (teal Property andlor Tangible Personal Property, (which agreement shall be) in accord with the provisions of V.T.C.A., Tax Code, Section 312 205. b) All ineligible property, if otherwise taxable as herein described, shall be fully taxed. 12. The governing body of each Affected Jurisdiction shall have total discretion as to whether tax abatement is to be granted. Such discretion, as herein retained shall be Industrial Tax Abatement Guia�,. ,:s September 8, 2005 Page 6 exercised on a case by case basis. The adoption of these guidelines and criteria by the governing body of an Affected Jurisdiction does not: a) Limit the discretion of the governing body to decide whether to enter into a specific tax abatement agreement; b) Limit the discretion of the governing body to delegate to its employees the authority to determine whether or not the governing body should consider a particular application or request for tax abatement; or, c) Create any property, contract, or other legal right in any person to have the governing body consider or grant a specific application or request for tax abatement. 13. The burden to demonstrate that an application for tax abatement should be granted shall be upon the applicant. Each Affected Jurisdiction to which the application has been directed shall have full authority to request any additional information from the applicant that the governing body of such Affected Jurisdiction deems necessary to assist it in considering such application. SECTION V. Criteria and Guidelines for Creation of Reinvestment Zone. 1. No Property shall be eligible for tax abatement unless such property is located in a reinvestment zone designated as such in accordance with V.T.C.A„ Tax Code, Section 312.202. To be designated as a reinvestment zone an area must meet one of the following: a) Substantially arrest or impair the sound growth of the municipality or county creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use because of the presence of: 1, a substantial number of substandard, slum, deteriorated, or deteriorating structures; 2. the predominance of defective or inadequate sidewalks or streets; 3, faulty size, adequacy, accessibility or usefulness of lots: 4. unsanitary or unsafe conditions; 5. the deterioration of site or other improvements; 6. tax or special assessment delinquency exceeding the fair value of the land; 1. defective or unusual conditions of title; 8. conditions that endanger life or property by fire or other cause; or, 9, any combination of these factors, a) Be predominantly open and, because of obsolete platting, deterioration of structures or site improvements, or other factors, substantially impair or arrest the sound growth of the municipality; Industrial Tax Abatement Guide,. .a September 8, 2005 Page 7 b) Be in a federally assisted new community located in a home rule municipality or in an area immediately adjacent to a federally assisted new community located in a home rule municipality; c) Be located entirely in an area that meets the requirements for federal assistance under Section 119 of the Housing and Community Development Act of 1974 (42 U.S.C. Section 5318); d) Encompass signs, billboards, or other outdoor advertising structures designated by the governing body of the municipality for relocation, reconstruction, or removal for the purpose of enhancing the physical environment of the municipality, which the legislature declares to be a public purpose; or, e) Be reasonably likely as a result of the designation to contribute to the retention or expansion of primary employment or to attract major investment in the zone that would be a benefit to the property and that would contribute to the economic development of the municipality. 2. For purposes of this Section, federally assisted new community is a federally assisted area: a) That has received or will receive assistance in the form of loan guarantees under Title X of the National Housing Act (12 U. S.C., Section 1749aa et seq); and, b) A portion of which has received grants under Section 107 (a)(1) of the Housing and Community Development Act of 1974, as amended. 3. The governing body of a municipality, as required by Section 312.201, or a county, as required by V.T.C.A., Tax Code, Section 312,401, shall hold a public hearing on the designation of an area within its jurisdiction as a reinvestment zone. The burden shall be on the owner of the properly sought to be included in the zone or applicant for the creation of the reinvestment zone to establish the following: a) That the requirements of Subsection 1 of this Section have been met. b) That the improvements sought are feasible and practical. 4. No later than the seventh day before the date set for the above public hearing notice of such hearing shall be: a) Published in a newspaper having general circulation in the Affected Jurisdiction. b) Delivered in writing to the presiding officer of the governing body of each taxing unit that includes in its boundaries Real Property that is to be included in the reinvestment zone. 5. At the public hearing above described in Subsection 3 above, any interested person is entitled to speak and present evidence for or against the designation of such reinvestment zone. 6. At the conclusion of the hearing described in Subparagraph 3 above, the governing body shall enter its findings as follows: Industrial Tax Abatement Guidt, s September 8, 2005 Page 8 a) That the applicant or owner has or has not met his burden as hereinabove set forth, and/or, b) That the improvements sought are or are not feasible and practical. c) That the proposed improvements sought will or will not be a benefit to the land to be included in the reinvestment zone and to the Affected Jurisdiction after the expiration of an agreement entered into under V.T.C.A., Tax Code, Section 312.204. 7. An application for the creation of a reinvestment zone shall not be granted unless the Affected Jurisdiction considering such application enters affirmative findings to Subparagraphs a, b, and c of Subsection 6 above set forth. S. At the conclusion of the public hearing herein required and upon the affirmative finding of the governing body as required by Subsection 7 above set forth, the governing body may designate a reinvestment zone in accordance with the provisions of V.T.C.A., Tax Code, Sections 312.201 or 312,401, whichever Section shall be applicable under the premises. 9. The designation of a reinvestment zone expires five years after the date of the designation and may be renewed for periods not to exceed five years, except that a reinvestment zone that is a state enterprise zone is designated for the same period as a state enterprise zone as provided by Chapter 2303, Government Code. The expiration of the designation does not affect an existing tax abatement agreement made in accordance with V.T.C.A., Tax Code, Section 312.201 through Section 312.209. 10. Designation of an area as an enterprise zone under the Texas Enterprise Zone Act, Chapter 2303, Subchapter C, Texas Government Code, constitutes designation of the area as a reinvestment zone under Subchapter iB of the Property Redevelopment and Tax Abatement Act without further hearing or other procedural requirements other than those provided by the Texas Enterprise Zone Act, Chapter 2303, Subchapter C, Texas Government Code. SECTION VI. Tax Abatement Agreement: 1. After the creation of a reinvestment zone as hereinabove authorized a Tax Abatement Agreement may be executed between the owner and any Affected Jurisdiction, A Tax Abatement Agreement shall: a) Establish and set forth the Base Year assessed value of the property for which tax abatement is sought. b) Provide that the taxes paid on the base year assessed value shall not be abated as a result of the execution of said Tax Abatement Agreement. c) Provide that ineligible property as subscrihed in Section IV, Subsection 6, hereinabove shall be fully taxed. d) Provide for the exemption of Improvements in each year covered by the agreement only to the extent the value of such Improvements for each such year exceeds the value for the year in which the agreement is executed. Industrial Tax Abatement Guia, 6 September B. 2DO5 Page 9 e) Fully describe and list the kind, number and location of all of the improvements to be made in or on the Real Property. f} Set forth the estimated value of all improvements to be made in or on the Real Property. g) Clearly provide that tax abatement shall be granted only to the extent; 1, The Improvements to Real Property increase the value of the Real Property for the year in which the Tax Abatement Agreement is executed; and, 2. That the Tangible Personal Property improvements to Real Property were not located on the Real Property prior to the execution of the Tax Abatement Agreement. h) Provide for the portion of the value of the improvements to Real Property of improvements to be abated. This determination is to be made consistent with the provisions of Section IV, Subsection 6, of these guidelines and criteria as hereinabove set forth. i) Provide for the commencement date and the termination date. In no event shall said dates exceed a period of ten years. j) Describe the type and proposed use of the improvements to Real Property or improvements including: 1. The type of facility. 2. Whether the improvements are for a new facility, modernization of a facility, or expansion of a facility. 3. The nature of the construction, proposed time table of completion, a map or drawings of the improvements above mentioned. 4, The amount of investment and the commitment for the creation of new jobs. 5. A list containing the kind, number and location of all proposed Improvements. 6. Any other information required by the Affected Jurisdiction. k) Provide a legal description of the Real Property upon which improvements are to be made. 1) Provide access to and authorize inspection of the Real Property or improvements by employees of the Affected Jurisdiction, who have executed a Tax Abatement Agreement with owner to insure improvements are made according to the specifications and conditions of the Tax Abatement Agreement. m) Provide for the limitation of the uses of the Real Property or improvements consistent with the general purpose of encouraging development or redevelopment of the zone during the penod covered by the Tax Abatement Agreement. n) Provide the contractual obligations in the event of default by owner, violation of the terms or conditions by owner, recapturing property tax revenue in the event Industrial Tax Abatement Guiu, s September 8, 2005 Page 10 owner defaults or otherwise fails to make improvements as provided in said Tax Abatement Agreement, and any other provision as may be required or authorized by State Law. o) Contain each term agreed to by the owner of the property. p) Require the owner of the property to certify annually to the governing body of each taxing unit that the owner is in compliance with each applicable term of the agreement. q) Provide that the governing body of the municipality may cancel or modify the agreement if the property owner fails to comply with the agreement. Not later than the seventh day before a municipality or the County of Lubbock(as required by V.T.C.A., Tax Code, Section 3122041 or Section 312.402) enters into an agreement for tax abatement under V.T.C.A., Tax Code, Section 312.204, the governing body of a municipality or a designated officer or employee thereof or the governing body of the county of Lubbock or a designated officer or employee thereof shall deliver to the presiding officer of the governing body of each of the taxing units in which the property to be subject to the agreement is located, a written notice that the municipality or the County of Lubbock as the case may be, intends to enter into the agreement. The notice must include a copy of the proposed Tax Abatement Agreement. 3. A notice, as above described in Subparagraph 2, is presumed delivered when placed in the mail, postage paid and properly addressed to the appropriate presiding officer. A notice properly addressed and sent by registered or certified mail for which a return receipt is received by the sender is considered to have been delivered to the addressee. 4. Failure to deliver the notice does not affect the validity of the agreement. SECTION VII. A ilcation: Any present owner of taxable properly located within an Affected Jurisdiction may apply for tax abatement by filing an application with the county of Lubbock, when the Real Property or Tangible Personal Property for which abatement is sought is located within the County of Lubbock but outside of the City limits of any City or with the appropriate City when the Real Property or Tangible Personal Property for which abatement is sought is located within the City limits of a municipality located wholly or partially within Lubbock County. 2. The application shall consist of a completed application form accompanied by: a) A general description of the improvements to be undertaken. b) A descriptive list of the improvements for which tax abatement is requested. c) A list of the kind, number and location of all proposed improvements of the Real Property Facility or Existing Facility. d) A map indicating the approximate location of improvements on the Real Property Facility or Existing Facility together with the location of any or all Existing Facilities located on the Real Property or Facility. Industrial Tax Abatement Guidt, s September B, 2005 Page 11 e) A list of any and all Tangible Personal Property presently existing on the Real Property or located in an existing facility. f) A proposed time schedule for undertaking and completing the proposed improvements. g) A general description stating whether the proposed improvements are in connection with: 1. the modernization of a facility (of any type herein defined); or, 2. construction of a new facility (of any type herein defined); or, 3. expansion of a facility (of any type herein defined), or, 4. any combination of the above. h) A statement of the additional value to the Real Property or Facility as a result of the proposed improvements. i) A statement of the assessed value of the Real Property, Facility or Existing Facility for the Base Year. j} Information concerning the number of new jobs that will be created or information concerning the number of existing jobs to be retained as result of the improvements undertaken, k) Any other information which the Affected Jurisdiction, to which the application has been directed, deems appropriate for evaluating the financial capacity of the applicant and compatibility of the proposed improvements with these guidelines and criteria. 1) Information that is provided to an Affected Jurisdiction in connection with an application or request for tax abatement and which describes the specific processes or business activity to be conducted or the equipment or other property to be located on the property for which tax abatement is sought is confidential and not subject to public disclosure until the Tax Abatement Agreement is executed. Information in the custody of an Affected Jurisdiction after the agreement is executed is not confidential. (V.T.C.A., Tax Code, Section 312,003). m) The Affected Jurisdiction to whom the application for tax abatement has been directed shall determine if the property described in said application is within a designated reinvestment zone. If the Affected Jurisdiction determines that the property described is not within a current reinvestment zone then they shall so notify the applicant and said application shall then be considered both as an application for the creation of a reinvestment zone and a request for tax abatement to be effective after the zone is created. SECTION Vllii. Default Options 1. In the event that the applicant, owner or lessee has entered into a tax abatement agreement to make improvements as defined in Section IV.2 above, but fails to Industrial Tax Abatement Guideio—s September 8, 2005 Page ?2 undertake or complete such improvements; fails to create ail or a portion of the new jobs provided by the Tax Abatement Agreement; or is in default of any of the terms or conditions contained in the Tax Abatement Agreement; then in such event the Affected Jurisdiction to whom the application for tax abatements was directed shall give the applicant or owner sixty (50) days notice of such failure. The applicant or owner shall demonstrate to the satisfaction of the Affected Jurisdiction above mentioned that the applicant or owner has commenced to cure such failure within the sixty (60) days above mentioned. In the event the applicant owner, or lessee fails to demonstrate that he is taking affirmative action to cure his failure, the Affected Jurisdiction shall have three options: (a) The Affected Jurisdiction may renegotiate the Agreement with the applicant, owner or lessee, in which case the current Guidelines and Criteria Governing Tax Abatement for Commercial Projects in Designated Enterprise Zones shall apply to the new Agreement; or (b) The Affected Jurisdiction may determine that good cause exists to cancel the Agreement and all abatement of taxes shall terminate immediately; or (c) The Affected Jurisdiction may terminate the Agreement and recapture taxes abated under Section VIII, Recapture. 2. In any of the three options in subparagraph 1 above, the Affected Jurisdiction to which the application for tax abatement was directed shall determine whether default has occurred by the applicant, owner or lessee in the terms and conditions of the Tax Abatement Agreement and shall so notify ail other Affected Jurisdictions. Cancellation or termination of the Tax Abatement Agreement by the Affected Jurisdiction to which the application for tax abatement was directed shall constitute simultaneous action to all Tax Abatement Agreements of all other Affected Jurisdictions, SECTION IX. Recapture In the event that any type of facility, (as defined in Section 11, Subparagraphs 5, 6, 7, 8, 10, 11, 12, 14, 18, 20) is completed and begins producing goods or services, but subsequently discontinues producing goods or services for any reason, excepting fire, explosion or other casualty or accident or natural disaster or other event beyond the reasonable control of applicant or owner for a period of 180 days during the term of a tax abatement agreement, then in such even the Tax Abatement Agreement shall terminate and all abatement of taxes shall likewise terminate. Taxes abated during the calendar year in which termination takes place shall be payable to each Affected Jurisdiction by no later than January 31st of the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination. The burden shall be upon the applicant or owner to prove to the satisfaction of the Affected Jurisdiction to who the application for tax abatement was directed that the discontinuance of producing goods or services was as a result of fire, explosion, or other casualty or accident of natural disaster or other event beyond the control of applicant or owner. In the event that applicant or owner meets this burden and the Affected Jurisdiction is satisfied that the discontinuance of the production of goods or services was the result of vents beyond the control of the applicant or owner. then such applicant or owner shall have a period of one year in which to resume the production of goods and services. In the event Industrial Tax Abatement Guide.., s September 8, 2005 Page 13 that the applicant or owner fails to resume the production of goods or services within one year, then the Tax Abatement Agreement shall terminate and the Abatement of all taxes shall likewise terminate. Taxes abated during the calendar year in which termination takes place shall be payable to each Affected Jurisdiction by no later than January 31st of the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination. The one year time period, hereinabove mentioned, shalt commence upon written notification from the Affected Jurisdiction to the applicant or owner. In the event that the applicant or owner has entered into a tax abatement agreement to make improvements to a facility of any type described in Section 1 above, but fails to undertake or complete such improvements or fails to create all or a portion of the number of new jobs provided by the Tax Abatement Agreement, then in such event the Affected Jurisdiction to whom the application for tax abatement was directed shall give the applicant or owner sixty (60) days notice of such failure. The applicant or owner shall demonstrate to the satisfaction of the Affected Jurisdiction, above mentioned, that the applicant or owner has commenced to cure such failure within the sixty (60) days above mentioned. In the event that the applicant or owner fails to demonstrate that he is taking affirmative action to cure his failure, then in such event the Tax Abatement Agreement shall terminate and all abatement of taxes shall likewise terminate. Taxes abated during the calendar year in which termination takes place shall be payable to each Affected Jurisdiction by no later than January 31st of the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination. 3. In the event that the Affected Jurisdiction to whom application for tax abatement was directed determines that the applicant or owner is in default of any of the terms or conditions contained in the Tax Abatement Agreement, then in such even the Affected Jurisdiction, shall give the applicant or owner sixty (60) days written notice to cure such default. In the event such default is not cured to the satisfaction of the Affected Jurisdiction within the sixty (60) days notice period, then the Tax Abatement Agreement shall terminate and all abatement of taxes shall likewise terminate. Taxes abated during the calendar year in which termination takes place shall be payable to each Affected Jurisdiction by no later than January 31 st of the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination. In the event that the applicant or owner allows ad valorem taxes on property ineligible for tax abatement owed to any Affected Jurisdiction, to become delinquent and fails to timely and properly follow the legal procedures for their protest or contest, then in such even the Tax Abatement Agreement shall terminate and all abatement of taxes shall likewise terminate. Taxes abated during the calendar year in which termination, under this subparagraph, takes place shall be payable to each Affected Jurisdiction by no later than January 31st of the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination_ 5. In the even that the applicant or owner, who has executed a tax abatement agreement with any Affected Jurisdiction, relocates the business for which tax abatement has been granted, to a location outside of the designated reinvestment zone, then in such event, the Tax Abatement Agreement shall terminate after sixty (60) days written notice by the Affected Jurisdiction to the Owner/Applicant. Taxes abated during the calendar year in which termination, under this subparagraph takes place shall be payable to each Affected Jurisdiction by no later than January 31st of Industrial Tax Abatement Guido. September 8, 2005 Page 14 the following year. Taxes abated in years prior to the year of termination shall be payable to each Affected Jurisdiction within sixty (60) days of the date of termination. 6. The date of termination as that term is used in this Subsection Vill shall, in every instance, be the 60th day after the day the Affected Jurisdiction sends notice of default, in the mail to the address shown in the Tax Abatement Agreement to the Applicant or Owner, Should the default be cured by the owner or Applicant within the sixty (60) day notice period, the Owner/Applicant shall be responsible for so advising the Affected Jurisdiction and obtaining a release from the notice of default from the Affected Jurisdiction, failing in which, the abatement remains terminated and the abated taxes must be paid. In every case of termination set forth in Subparagraphs 1, 2, 3, 4 and 5 above, the Affected Jurisdiction to which the application for tax abatement was directed shall determine whether default has occurred by Owner (Applicant) in the terms and conditions of the Tax Abatement Agreement and shall so notify all other Affected Jurisdictions. Termination of the Tax Abatement Agreement by the Affected Jurisdiction to which the application for tax abatement was directed shall constitute simultaneous termination of all Tax Abatement Agreements of all other Affected Jurisdictions. B. In the event that a tax abatement agreement is terminated for any reason what so ever and taxes are not paid within the time period herein specified, then in such event, the provisions of V,T.C.A., Tax Code, Section 33.01 will apply. SECTION X. Miscellaneous: 1. Any notice required to be given by these criteria or guidelines shall be given in the following manner: a) To the owner or applicant: written notice shall be sent to the address appearing on the Tax Abatement Agreement. b) To an Affected Jurisdiction: written notice shall be sent to the address appearing on the Tax Abatement Agreement. 2_ The Chief Appraiser of the Lubbock Central Appraisal District shall annually assess the Real and Personal Property comprising the reinvestment zone. Each year, the applicant or owner receiving tax abatement shall furnish the chief Appraiser with such information as may be necessary for the abatement. Once value has been established, the Chief Appraiser shall notify the Affected Jurisdictions which levy taxes of the amount of assessment. 3. Upon the completion of improvements made to any type of Facility as set forth in Section Vill, Subparagraph 1 of these criteria and guidelines a designated employee or employees of any Affected Jurisdiction having executed a tax abatement agreement with applicant or owner shall have access to the Facility to insure compliance with the Tax Abatement Agreement, 4. A tax abatement agreement may be assigned to a new owner but only after written consent has been obtained from all Affected Jurisdictions which have executed such an agreement with the applicant or owner. Industrial Tax Abatement Guja_ s September 8, 2005 Page 15 5. These guidelines and criteria are effective upon the date of their adoption by an Affected Jurisdiction and shall remain in force for two years. At the end of the two year period these guidelines and criteria may be readopted, modified, amended or rewritten as the conditions may warrant. 6. Each Affected Jurisdiction shall determine whether or not said Affected Jurisdiction elects to become eligible to participate in tax abatement. In the even the Affected Jurisdiction elects by resolution to become eligible to participate in tax abatement, then such Affected Jurisdiction shall adopt these guidelines and criteria by separate resolution forwarding a copy of both resolutions to all other Affected Jurisdictions_ In the event of a conflict between these guidelines and criteria and V.T.C.A., Tax Code, Chapter 312, then in such event the Tax Code shall prevail and these guidelines and criteria interpreted accordingly. 8. The guidelines and criteria once adopted by an Affected Jurisdiction may be amended or repeaied by a vote of three -fourths of the members of the governing body of an Affected Jurisdiction during the two year term in which these guidelines and criteria are effective. Exhibit "C" APPLICATION FOR INDUSTRIAL TAX ABATEMENT IN LUBBOCK COUNTY FILING INSTRUCTION�rn II>E Rk�'EitiA ERI IAtt IfA C,;1klE � 41>i� $E1�r I D TJ [1t3 VWS O'ONTAl S-0 VMI N LUBBOCK IiiNT'+�t` �� Ix�tact"iet��. wT 4r�i�i�tvrlfF s rtq��ny 1"r a�r��cm�nt,or cgt�ttac�, �rnd irn:� :tingly �e relpt�� .tit�r>�I �e �� f+pr the =oidn� � any Ia�r �mse� or,� ORIGINAL COPY OF THIS APPLICATION AND ATTACHMENTS SHOULD BE SUBMITTED TO: City of Lubbock Business Development Department P.O. Box 2000 1625 13' Street Lubbock, TX 79457 (806) 775-2019 Date of Application: 10 /a_!, 0 (0 Applicant Name: _ Company Name: 01V— w' .R�. l - Address- in 4 l i� 2 h� [ r r I�ac-it- . '`19 L 0 3 Phone: ' d t g t a f Fax: C) th I E i (o l Applicants Representative on this project: �� Name: � u sx!A S 1T-,r.%li i tV�Z I� Address: ,In ! i I`)-'*rLE^s S tC' Sort �-s,,, Io bn ct CJc _ T`k fl 3 140z Phone: AT U (.o Type of Ownership: (] Corporation [Lf Partnership [ ] Proprietorship Total Current Number Employees: r Corporate Annual Sales Per Year: Q 83 04 C) i lQ Annual Report Submitted? PC Yes [ ] No INDAPP2WO lndustnal Tax Abatement Application Page 2 Serlo.►r11;.1IiIL1 1NiTiNAATEGI Place a check mark in the box on those statements which are applicable to your company (a) This application is for a: [ ] New Facility X Expansion [ ] Modernization (b) Is the company a producer, manufacturer or distributor of goods and services of which 50 percent or more are distributed outside of Lubbock ?(If yes, provide documentation as Attachment 1) K Yes [ ] No (c) Check the following target industry which is applicable to your company Manufacturing Facility: Electronics/Electrical/Assembly, Semiconductor Fabrication { ] Value-added Agricultural Production including Food Processing and Machinery [ } Mod Tech Research/Manufacturing/Assembly [ } Aviation/Avionics ProductionlRehab { ] Warehouse/Distribution [ ] Corporate Headquarters of a Regional/National Service Center [ ] The project is not included In the above target industries, but has the potential of generating additional significant economic development opportunities in Lubbock. (Provide documentation) (d) The existing facility to be modernized or expanded or the property where the new facility is to be built is located in a designated Enterprise Zone. (e) [ ] New Company to Lubbock Existing Company (f) If New Company checked, which of the following statements apply to the project: The project will add at least $1 million in real estate assessed valuation [ ] The project will add at least $2 million of personal property assessed valuation [ ] The project will add at least 25 new permanent jobs (g) If Existing Company checked, which of the following statements apply to the project: pQ The project will add at least $500,000 in real estate assessed valuation [ ] The project will add at least $1 million of personal property assessed valuation [ } The project will add at least 20 new permanent jobs (h) Address of proposed facility: � 5tY' Legal description of proposed facility: _ s A c K �&L 0) E ne propdgeb fatality is located in: s # . Industrial Tax Abatement Application Page 3 (k) Describe product or service to be provided:1 Please attach attach the following: Attachment 2 (a) A general description of the improvements to be undertaken (example: modernization of manufacturing facility located at 4601 Peach Street and purchase of new manufacturing equipment). (b) A descriptive list of the improvements for which tax abatement is requested, including: (1) description of construction and location of all proposed improvements of the Real Property or Existing Facility, and; (2) list of new equipment and cost of the equipment. (c) A list of any and all Tangible Personal Property presently existing on the Real Property or located in an existing facility. (d) A proposed time schedule for undertaking and completing the proposed improvements. Attachment 3 (a) A site map indicating the approximate location of improvements on the Real Property Facility or Existing Facility together with the location of any or all Existing Facilities located on the Real Property or Facility. Attachment 4 (a) A statement of the additional value to the Real Property or Facility as a result of the proposed Improvements. (b) A statement of the assessed value of the Real Property, Facility or Existing Facility for the base year (attach tax assessment for property from the Lubbock Central Appraisal District)_ Part A — Current Investment in Existing Improvements: 2 ;2�s31 ' C. a o Part B -- Permanent Employment Estimates: (1) If existing facility, what is the current plant employment: 2 (2) Estimated number of new jobs to be created and time frame for creation of jobs: -To bg. h , r V'A b-L3 New Jobs Is Time Frame --rn.rn I c.j-v3. i'anc. ;'L% 3 I ? J UD'l lndustnal Tax Abatement Application Page 4 (3) Opening of improvements: (Month) D-V-, I— of (Year) 2001. Part C - Permanent Payroll Estimates: (1) If existing facility, what is the current plant payroll: 000 jrn"';� t K (2) Estimated amount of new payroll : 'I" 10 C ] OU O / t�^+e,.� t4, Part D - Construction and Employment Estimates: (1) Construction start: Month Pc) v Year 20 O(o . (2) Number of construction jobs: At Start a 0 Peak -PI (3) Number of man-years: 3 5 Part E - School District Impact Estimates: Give Estimated number of: Families transferred to area 10 Children added to ISD's a. D Part F - City Impact Estimates: (1) Volume of treated water required from City al. SO O gallons per day. (2) Volume of effluent to be treated by City 50 o _ gallons per day. Finish a•J (3) Please provide a statement on planned water and sewer treatment methods, and disposal of effluent if X. the facility is to be located outside City systems. �',S 4]o5t2 tca C".r'(' a.r%_ L% rj O+- t-'_bb° SQ li 4_ lZ- 5 L, 5_14L{ (4) Has permitting been started? I -Yes 7 No Alp r- C-J �� }7� R r'`; �*• `" " JL V t s f o (a cL p p I Part G - Estima ed Appraised Value on Site: LAND PERSONAL IMPROVEMENTS PROPERTY Value of Existing Facility Before New Construction (From Central Appraisal District) Value of New Improvements Estimated Total Value After Improvements Part H - Variance: 1,.4 (D 15 of CU NA � S, 3 a, 439 114 Co 15 _ DLL, 01 L� i 3 cc, "�7q Industrial Tax Abatement Application Page 5 (a) Is a variance being sought under Section IV 9(d) of the 'Guidelines"? Yes >r No (b) If "Yes". attach any supplementary information required. I S#Won'.V .. THER AMMMENTOPUCA7161hit (a) Has applicant made application for abatement of this facility by other taxing jurisdictions or counties? ( I Yes � No (b) If 'Yes", please provide: (1) Dates of Application: (2) Hearing Dates: (3) Name of Jurisdiction(s): (4) Name of Contact(s): (4) Attach any letters of intent to abate, R51 To the best of my knowledge, the above information is an accurate description of project details. 77 O&A� 7 Company �%�Si to e , r+-Jg ajA U) Q Ila ( 12 Printed Ndifie of Umpany Official Vt'Cie- - y C e- S;cl gxti-Jt- — Title of Company Official SemMaterials, LP Industrial Tax Abatement Application Section II, item (i) attachment I am enclosing the legal descriptions of all of the property that will be involved in this improvement project. 1) Marvels Industrial, south part of tract two (2), strip on east side 2) Lot 2, Tract 3, Marnels Industrial Addition to the City of Lubbock, Lubbock County, Texas, as shown by the official plat thereof; recorded in Volume 1072, Page 560, of the Lubbock County Deed Records; Containing 4.57 acres, more or less. 3) A 30.0 foot wide strip of land lying contiguous to and Westerly of Lot 2, Tract 3 of Marvels Industrial Addition to the City of Lubbock, as established by Certificate of Dedication recorded February 7, 1966 in Volume 1072, pages 560 et seq., Deed Records of Lubbock County, Texas, situation in the E1/2 of Section 16, Block A, T.T.R.R. Co. Survey, Lubbock County, Texas and being a portion of that certain 95.56 acre tract of land described in deed from Walker Stanton, et al dated June 20, 1950, recorded in Book 417, page 36, Deed Records of Lubbock County, Texas. 4) All that portion of Tract 2, Marnels Industrial Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof, recorded in volume 950, Page 403, Deed Records of Lubbock County, Texas. 5) All that strip of land located on both sides of the common line between Sections 15 and 16, Block A, Lubbock County, Texas bounded by the East by a parallel with and 47.9 feet East of said Section line, and on the West by a line parallel with and 32.1 feet West of said Section line. 6) A portion of Tract No. 2, Marnels Industrial Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 950, Page 403, Deed Records of Lubbock County, Texas and that 80 foot wide tract of land adjacent thereto located in the West Half of Section 15 and the East Half of Section 16, Block: A, Lubbock County, Texas. SemMaterials, LP Attachment 2 a. Expansion of current asphalt manufacturing plant to include additional storage tanks and increase production capacity. b. See Attached Breakdown of costs d. Begin Oct 1, 2006 and target operational date is May 1, 2007. TIMNFrY--V, Ar - New Ensperly--fturdary �na3 SemMaterials, LP Attachment 4a The project is estimated at a cost of $10 to $12 million dollars LUBBOCK CENTRAL APPRAISA' ISTRICT PO BOX 10542 1715 26TH STREET LUBBOCK. TEXAS 79408-3542 (806) 762-5000 EXT: 502 www.lubbockcad.org *e'r*AUTD**MIXED AADC 793 SEMMATERIALS L P 6120 S YALE AVE STE 700 TULSA OK 74136-4216 1istoll letlearIII Moil III& III tip alrlarlllHit ltrrleleltelull Dear Property Owner: listed above for Lao d's :larket Val u2 A nr1 rut furnl Ma r•kaf V n I iia NOTICE OF APPF SED VALUE This is NOT a I ax Bill Date: OS / 1 5/2006 QUiCkRef: �(Re'er to [his r wher .nqs ir.rg abc..r yoor proporiy) R107364 R546500-00000-00025-000 Street Address: 1611 MARSHALL ST LUBBOCK 79415 Legal Description: MARVELS INDUSTRIAL N PT TR 2 8 STRIP ADJACENT 50494 Overlapping County Information: 125 08A: KOCH MATERIALS Based an the aopraisal date January i of ram Agricultural Productivity Value 01 O Improvements (Buildings) Appraised Value 168,920j 168,9201 Business Personal Property Appraised Value 0 OI Mineral Interest Appraised Value 01 0 Total Market Value of this Property 204,535 204.535� Total Appraised Value (with Homestead Limit) 204,535 204,535 Exemptions attt see s Taxing Units ropos ropose ropo axe Last ears ropers ax Taxabfe ; Appraised Exam tfons Less Exem !torn Tex Rats Estimate 204,535 Hi Plains water 204535, 204,535 0.008300 _ 16.98 204,535 Lubbock County 204,,535� 204,535 0.261623 535.11 204.535 City Of Lubbock 204.535, 204,535 0.447200 914.68 204,535 �Lubb Cnty Hospital 204:5351 204,535 0.110340 225.68 204.535 Lubbock ISD 204,5351 204,535 1.658900 3,393.03 IeTOTAL* i 5,085.48 The allow tax estimates Loss, last years tax rate far the taxing units. rho governing body of each unit — school bderd, eourly pamunissiorhers, erid so on — decides whether property Aires Increase. The appraisal disbiel only detarmires yohr property's valve. The taxing units will set tax rants laser this year. The Texas Lagirle8rre does not set the amdmt of yow foc40 taxer. Your property tax burden is decided by your locally elected offWa/f, and all i Wifis r cw"Ming your taxes shoidd be directed to those otrociads. If you are 65 or older and raceived the $10,000 school tar examptiai on yore home last year horn the school listed abil". ydar set taxer far this year will nod be higher than whan you first raosived the exemption an this home. n you improved your property, (by coming roans or arilafrigsji, your school W ailing may inco vase for improvements. If you as a srevlviriq spmuse age 66 or older. you may retain the school to plaiting. Canteet the appraisal off fue it you dusts" with this years proposed value for your property or it you have any problems wit 1iu prop" dlasidiplion or address Information. It the problem carrel be resolved, you have a right to schedule a hewing with low Appraisal Review Board (Aft by filing a WRITTEN protest with the Board. You may either use the form provid" er prepare a letter (ir-lim" your soma. your property's description, am any appraisal ofNce actions with which you disyres). Your proles! Iona be delivered by mail 10 the addrese above at in person at the appraisal district r>llice bstore the protest deadline. of you have any gwstions or need more information. Please cantad the appraisal Wtics at the phone number or atldresees lived above. 2001 Appraised Value: 204,543 %Chg (2001 to 2006): - 0% Notice of Protest LUBBOCK CENTRAL APPRAISAL DISTRICT PO BOX 10542 SEMMATERIALS L P 1715 26TH STREET 6120 S YALE AVE STE 700 LUBBOCK. TEXAS 79408-3542 TULSA OK 74136-4216 (806) 762-5000 EXT: 502 If you want the Appraisal Review Board (ARS) to hear and decide your case, you must file this with fthe ARIB by the date inducted In the box above. Place an X in the box(es) to indicate the reasort(s). J Value is over market value. Protest Deadline: 06/14/2006 ARB Hearings Begin: 06/07/2000 Location of ARS Hearings: 1715 261h St. Lubbock, Tx 79411' QuickRef: Legal Description: R 107364 MARNELS INDUSTRIAL N PT TR 2 i1 STRIP ADJACENT I Illlllll Ili Illfl III ill ��I IIII'I ill III I I Property should not be taxed to this appraisal Exemption was denied, modified of cancelled. district or in one or more taxing units. V--; Change in use of land appraised as erg -use, open -space or Property should not be taxed in timber land. Ag-use, open -space or other special appraisal was denied, (name of taxing unit) modified or cancelled. Failure to send required notice: U Owner's name is Incorrect. Property description is Incorrect Other: Value :s unequal compared with other properties. YES NO i want the ARE to send me a copy of its hearing procedures. Signature Date Your Daytime Phone Number Your Evening Phone Number LUBBOCK CENTRAL APPRAISAL CIISTF PO BOX 10542 1715 26TH STREET LUBBOCK, TEXAS 7940E-3542 (806) 762-5000 EXT: 502 www.lubbockcad.org -- SEMATERIALS LP 6120 S YALE AVE STE 700 TULSA OK 74136-4216 7T I I t►s , if v NOTICE OF APPRAISED 1i _1.1E This is NOT a Tax Bill Date: 05i 26/2006 OuickRef: IReler to :h:z U wher ­nauirinr} atra�t yet r propfnty) N307506 06005000020-003220 Street Address: Legal Description: INVENTORY 1611 MARSHALL ST. 100°r . FULL Overlapping County Information: DSA; Deaf Property Owner: We have appraised the pro ted listad,above for the 2�. tax year, Based an the appraisal data January I of this year, the ayi raisai is as follows: Avaraised Information Last.Yea_Tr__Proposed This Year Land's Market Val ue _ ^ N;'A 0 Agric"I tLral Market VaIua N/A 0 Agricultural Productivity Value N/A' OI Improvements (Buildings) Appraised Value N/A� 01 Business Personal Property Appraised Value N/A O Mineral Interest Appraised Value N/Al 1,630,960 Total Market Value of this Property N/AI 1,630,960 Total Appraised Value (with Homestead Limit) N/A 1,630,960i Taxabie Taxutg Units Appraised : Exelrtptfons (Less Exemptlons)1 Yax Rats 7� . . Eatimate _ O jHi Plains Water I 1.630,9601 OI 1,630,960 10.008300 135.3T i 0 iLubb Crity Hospital 1,630,960i 0' 1,630,960 0.110340� 1,799.60f Q City Of Lubbock 1,630,960 0i 1,630,960 0.447200i 7,293.65 0 lLubbock County 1.630,960 O' 1,630,960 f0.261623� 4,266.97 !*TOTAL* _ _ _ _ r _ 13,49S.59 The above tax eslimales use last y"eS tax rate for the taxing units- the governing body of each unit — school board, county Comm iss+onvrs and so an — decides whether property taxes increase. The appraisal district only delermines you wsal property's value. The ring units will tax rates later this year_ The Texas Legirla Lure doss not Sat the amount of your iociil taxes. Your property tax burden IS dacided by your locally elected officials, and all inquiriew eaneovninq your taxes should be directed to Orrin officiall. If you we 65 or older and receivad fir %10t 0110 school tax exemption on Vote homa last year from lee school listed above, your School tares for this year wilt not be highw than when yaw rust rioeived the exemption on this home. N you improved your property (by adding rooms or buildings). your school tax ceiling may increase for improvements, It you are a surviving Woura age 55 or older, you may retain the school to ceilin% contact the appraisal office it you disagree with rails years proposed value tar you property or it you have any problems with the property description or address information. N lee probtem tannof a resolved, you have a right to schedule a hearing with the Appraisal Review Board (ARB) by filing a WRITTEN protest with the Board. You may aitlw use the form provid*q or propwa a I~ (including yow name, your property's dastrnption, and any appraisat ofhCe actions with which you disagree). Your protest must ba delivered by mail to rho addrosy above or M person at the appraisal disbici office before the protest deadline. if you have any quextions or need more information, please contact the appraisal office at the phone n bw or addresses bsted above. 2001 Appraised Value: N/A 1-ProtestDeadline. 06/26/2006 - - ARS hearings Begin: 06/07/2006 lChg (2001 to 2006 ): N/A Location of ARB Hearings: 1715 26th St. Lubbock, Tx 79411 Norice of ProtesT OulekFief: Legai Daacription: LUBBOCK CENTRAL APPRAISAL DISTRICT N307506 INVENTORY 1611 MARSHALL ST. PO BOX 10542 SEMAT€RIALS LP 100%, FULL. 1715 26TH STREET 6120 5 YALE AVE STE 700 LUBBOCK, TEXAS 79408-3542 TULSA OK 7413fi-4216 (806) 762-5000 EXT: 502 11 you want the Appraisal Review Board (ARB) to hear and decide your case, you must file this with rt I I rII44 er1 `tfE J the ARB by the date indicated in the box above. Place an X in The bowies) to indicate the reason(s). value is over market value. 1IIF 111 [� Property should not be taxed in this appraisal Exemption was denied, modified or cancelled - district or in one or more taxing units. Property should not be taxed in timbe8a�� use of land appraised as erg -use, open -space or Ag-use, open -space or other special appraisal was denied. (name of taxing unit) Y modified or cancelled. Failure to send required notice: Owner's name is incorrect, • Z,rE. ' Property descripl:on is incorrect. ff Other: Valve is unequal compared +niil7 other properties. LJ YES ❑ NO I want the ARB to send me a copy of its hearing procedures. Cinn9hirra �--� rlgta -�---^--Vn,rr hetrfinna pknna Air,Tl+ae Vn„r C,rnr+inn ttknns k1, ,..�hnr--•— i� LUBBOCK CENTRAL APPRAISAL DISTR PO BOX 10542 1715 26TH STREET LUBBOCK, TEXAS 79408-3542 (806) 762-5000 EXT: 502 www.lubbockcad.org SEMATERIALS LP 6120 S YALE AVE STE 700 TULSA OK 74136-4216 NOTICE OF APPRAISED V. JE This is NOT a Tax Bill Date: 05/ 26/2006 QuickRef: riielei io iris a when lmQuiring arow ynu, fl'op&oyy N207505 06005G00025-003220 Street Address: Legal Description: INVENTORY 1611 MARSHALL ST, 1 D0 /a. FULL OveirlappingO'cunty fnforailthom DBA: we have apprilisod the 2 app%ts - tl o Jan - r. _h ear Property Owes tw prttpitt�r wed above for the O06 tax yea►- i�a�sed on ilea a tea! tlseta January 1 of this ear the appraisal is a Witows: t AS�taised lnfortnatloty lat:t Ve�H. Pto.. ose .: ems`-` Land"s Market Value Y N/A O A^r,Cultu-al Market Va1ur ' N/A 0 Agricultural Productivity Value i NJAi 0 Improvements (Buildings) Appraised Value , N/A O Business Personal Property Appraised Value N/A Oi Mineral Interest Appraised Value N/A 1,630,960 Total Market Value of this Property N/A 1,630,•960 Total Appraised Value (with Homestead Limit) N/A 1,630,960 Exempt orls _ Las edr s—__.�.� ,_. r _ --� reposed '""1"'+'opo. Pet��-� i 1�wpPceti'Taxa ov as ears _(­0po aa< Taxing units t axable Appraised +_Exemptions !Hess Exemptions)I .Tax Rate Estirlarrte _ �0 :Lubbock-fSD TT 1.630,960� 0 1,630,960 I1.658900j --- 27,056.00I I ' *TOTAL* _ _ _ I 27,056 OOJ The above tar estimates use Fast years W rare for the tarrrg units. The governing body of each unit — school board, comfy t:ommissionsru and so on — decides whether property loos increase. The appraisal district only detemirtas your property's value. The l arirg units will sat tar rates later this year. The rexas tegisinfure does not set the amount or your loci) taxes. Your property nx burden is decided by your focally elected officials, and all inquiries concerning your taxer should be direcfed to those orfrcials. N you we 65 or older and rommild the 810,000 school tax exemption on year home Fast year from the school listed above, your school tares [Or this year will not be higher than yhan you first received the exaapticn on this home. H you improved your property (by adding rooms or buildings), your school tau Boiling may increase for improvilmems. H you are a Surviving spouse mile 55 or older. you may retain the School lax oeilinp. Contact the appraisal office if you disagree with this Year's proposed value for vow property or it you have any problems with the property description or address information. N the problem cannot be resolved, you have a right to schedule a hearing with the Appraise! Review Board (APB) by tiling a WRITTEN protest with the Board. You may aithor use the form prpvidaN or prepare a latter (Including your name, your property's description, and ary appraisal office actions with which you clmaelrae). Your prWast must be delivered by mail to the address above or in person of the appraisal district off" before the protest deadline. H you have any questions or need more intormallon, please contact the appraisal Crlioe at the phone number or addresses listed above. 2001 Appraised Value: N/A %Chg (2001 to 2006) : N/A Notice o; Protest LUBBOCK CENTRAL APPRAISAL DiiSTRiCT P© BOX 10542 SEMATERIALS LP 1715 26TH STREET 6120 S YALE AYE STE 700 LUBBOCK, TEXAS 794D$-3542 TULSA OK 74136-4216 (806) 762-5000 EXT: 502 If you want the Appraisal Review Board tARS) to hear and decide your case, you must file this with the ARB by the date indicated in the tux above. Place an X in the box(es) to indicate the reason(&), Value is over market value. © Property should not be taxed in this appraisal district or in one or more taxing units. !_-.i Property should not be taxed in Protest Deadline: 06126/2006 ^� ARB Hearings Begin: 06/07/2006 Location of ARB Hearings: 1715 26th St. Lubbock, Tx 794111 QuiekRef: Legal [Description: N307505 INVENTORY 1611 MARSHALL ST, 100%,FULL Exemption was denied, modified or cancelled. Change in use of land appraised as ag-use, open -space or timber land. - E] Ag-use, open -space or other special appraisal was denied, (name of taxing unit) modified or cancelled. ® Failure to send required notice: E] Owner's name is incorrect. ID Property description is incorrect. iI� Other:— E) Vaiue is unequal compared with other properties. t_-i YES 0 NO I want the ARS to send me a copy of its hearing procedures. Si nstWS _ W Gate your Daytime Phone Number Your Evening Phone Number LUBBOCK CENTRAL APPRAISAL DISTP PO BOX 10542 1715 26TH STREET LUBBOCK, TEXAS 79408-3542 (806) 762-5000 EXT: 502 www.lubbockcad.org ***•A0TO**MIXED AAcDC 793 NOTICE OF APPRAISED V , UE This is NOT a Tax Bill SEMATERIALS LP 6120 S YALE AVE STE 700 TULSA OK 74136-4216 I141t�flralaetl�tl�ftal�sal�ulatleltnlltllsaltaeltiflat�tfll Dear Property Owner: for the 2006 Appraised Information Land s Market Value Agr.cul t::ral Mai-ket Value Agricultural Productivity Value improvements (Buildings) Appraised Value Business Personal Property Appraised Value Mineral Interest Appraised Value Total Market Value of this Property Total Appraised Value (with Homestead Limit) Exem13tlons Date: 05i 26/4006 QWCkftf: (Refer to in,s r caner about row prope'+Vl N307507 06005000010-003220 Street Address: Legal Description: PERSONAL PROPERTY YNCL TANKS AND FF&E 1611 MARSHALL, ST, 1iD%. FULL 3532 Overlapping County Information: 1S DBA: N/A ' N/A 0 O N/A� O N/AI 0 N/Aj 0 N/AI 2,082,5101 N/A, N/Al 2,082,510i 2,082,510 ..,.� Taxable Taxing UWts _ I Appraised " Exem lions 1Lt1ss Exe titria)i Taal Rate Estimate 0 Lubbock County 2,082,510i O 2.082,510 i0.261623 5,448,33 O City Of Lubbock 2,082,510! O� 2,082,570 1 0.447200; 9,312.98 0 Lubbock IS❑ 1 2,082,510 01. 2,082,510 ; 1.6589001 34,546.76 O {Lubb Cnty Hospital 2:082:510i OI 2,082,510 i 0,110340 2,297.84 O IH1 Plains Water 2,082,510 O; 2,082,510 0,008300 172.85, I The move tax e6lirnates use last years tax refs for the Wing units, The governing body of each unit — sNgpt board, county corRTissioners, and so on -- decides;( a property tones increase. The appraisal district only delarmines your property't value, The taxing units will set tax rates later this year. The Texas Legir iature doss not tat OW amount of your local tares. Your property tax burden is decided by your locally ehwteid officials, and all inquiries concerning your taxes should be directed to those oftials. it you are 66 or older and received the 1110,000 school tan axerrrpeltin on yaw home lass year from tine school listed above, yaw school taxes for this year will not be hnshe. then +Milan you first received the exawlphon un this home. If you improved your prop" (by adding rooms or buildmgsJ yaw school tax csifirg may increase for itoprovemments. it you are a surviving Wouse age 55 or older, you may retain the school tax aeillng. Cornett she appraisal orltice if you disagree with 100S year-t proposed value for yaw property of if you have arty problares with the property description or address info nsetion, M tip proUtem cannot M resolved, you have a right to teiedule a hearing with the Appraisal Review Bond (ARB) by filing a WRITTEN protest with the Board. You may either use the Toner pryvndeq or prepare a letter (includingny your name. your properry's description. and aappraisal odisagree). }liee actions with which you Your protest must be delivered by mail tt the address above or in person of the appraisal district office before the probsl deadline. If you have arty ques'fions or mood more irriormaltoe, please contact the appraisal of ies. of " phone number or addresses listed above. 2001 Appraised Value: N/A %Chg (2001 to 2006 ): N/A Notice 0i pfoitssi LU13BOCK CENTRAL APPRAISAL DISTRICT PO BOX 10642 SEMATERIALS LP 171`5 26TH STREET 6120 S YALE AVE STE 700 LUBBOCK, TEXAS 79408.3542 TULSA OK 74136.4216 (806) 762-5000 EXT: 502 It you want the Appraisal Review Board (ARB) to hear and decide your case, you must file this with the ARB by the date indicated In the box above. Place an x in the box(es) to Indicate the reason(s). ❑ Value is over market value. Protest Deadline: 06/26/2006 ARB Hearings Begin: 06/07/2006 d Location of ARB Hearings: 1716 26th St. Lubbock, Tx 794111 Quicknef: Legai Deserlp:iall: N307507 PERSONAL PROPERTY INCL TANKS AND FF&E 1611 MARSHALL ST, 1✓30 FULL Property should not be taxed in this appraisal ❑ Exemption was denied, modified or cancelled. district or in One or more taxing units. ❑Property should not be taxed in ❑ Change in use of land appraised as ag-use, open -space or timber land. ❑ Ag-use, open -space or other special appraisal was denied. (name of taxing unit) modified or cancelled. ❑ Failure to send required notice: Owner's name is incorrect. tk13_ _ Property description is incorrect. ❑ Other: _�— ❑ Value Is unequal compared with other properties. ❑ YES ❑ NO I want the ARB to send me a copy of its clearing procedure& S1 ttve Date Your Daytime Phone Number Your Evening Phone Number J It t r "V �r LUBBOCK CENTRAL APPRAISAL DISTRIC NOTICE OF APPRAISED VA" 'E PO BOX 10542 This is NOT a Tax Bill 1715 26TH STREET LUBBOCK, TEXAS 79400-3542 Date: OS/26,'2006 (806) 762-5000 EXT: 502 ` uiCkRet- tRerer id clu5 a 'rhan mGwr.rg aitpl; Your property) (J N307504 060050000C-7-003220 www.lubbockcad.org Street Address: Legal Description: SUPPLIES 1611 MARSHALL ST, 1 0C°6, FULL Overlapping County Information: SEMATERIALS LP UBA. 6120 S YALE AVE STE 700 TULSA CK 74136-4216 Ileac Property Owner: We Rave !nliA sed the�roAartY listed above for the 2006 !ax ear Based_on the appraisal data Jatauarj_1 of this ears the appraAsal as as toklaws: __. - Appraised Information _. _ _ ; Last Year_ Proposed This Year i �i ! Land'S Market Value N/A, i A-gr T cLil t Lira1 Market Va I CSe N/A O Agricultural Productivity Value N/A 01 Improvements (Buildings) Appraised Value N/A O Business Personal Property Appraised Value N/A; O� Mineral Interest Appraised Value Total Market Value of this Property N/A N/A 500, 500� Total Appraised Value (with Homestead Limit) N/A 500; Taxing wits 0 Lubbock County 500' 0! 500 0.261,623I 1.31; 0 iCity Of Lubbock 500s 0i 500 0.4472001 2.24i 0 Lubbock ISb 500i O! 500 1.6589001 S.29j 0 ;Lubb Cnty Hospital ! 500' O 500 0.110340! 55`:, O Hi Plains water 500, Oi 500 f 0.008300i .041. ! p i TOTA L ► 43j The above tax estimates use last year's tax rate for tie taxing units. The govertvng body of each unit — school board, county commissioners, and so on — decides whether property tares increase_ The appraisal district only determines Vow propeAy's vetue_ The taxing units will set tax rates later This year. The Texas Legales attire donot set the amount of your local Was, Your property tax burden fs decided by yaw focally elacred officials, and all kfquiries eanearning your taxes shourd be directed to those oNiciols, It you ere 66 or older and received the $10.000 school lax exemption an your home last year from the school listed above, you school lees for this yaw will not be higher than when you nrst received the exomytim on this ton . If you improved your property (by adding rooms or buildings), your school taut ceiling may increase for improvements- N you are a wrviving spouse aids 5S or older, you may retain the school W ceiiurg. Correia the appraisal ofto it you disagree with this year's proposed value for your properly or if you haw any problems with The property description OF address lidoirmalkwL it the problem tarriot be resolved, you have a right to schedule a heating with the Appraisal Review Board (ARB) by filing a WRITTEN protest with The Board- You may either use the form provideq or prepare a letter (inctu" your name. Vow property's description, and any appraisal oHico aclions with which You dasagreej. Your protest must be delivered by marl to the address above or in person at the appraisal distrkf office before the protest deadline_ 11 you have any gwsliams Or rued move informalwn, pieaso contact tow appraisal office at The phone number or addresses listed above. Protesteadllne: 06126/2006 (2001 %Chg 2001 2001 to 2006): N/A sod Value: N/A ARB Hearings Begin: 06/07/2006 ! Location of AtaB Hearings: 1716 26th St. Lubbock, Tx 79411, Notice of Protest ouickpef: Legal Description: LUBBOCK CENTRAL APPRAISAL DISTRICT N307504 SUPPLIES 1611 MARSHALL ST. PO BOX 10542 SEMATER1ALS LP 1W%. FULL 1715 26TH STREET 6120 S YALE AVE STE 700 LUSSOCK, TEXAS 79406-3542 TULSA Off 74136-4216 (806) 762-50W EXT; 502 It you want the Appraisal Review Board (ARB) to hear and decide your case, you must file this wrlh i the ARB by the date indicated in the box above. Place an X in the boxes) to indicate the reason(s). f! fl {{ 11 Value is over marilet value. - Property should not be taxed in this appraisal Exemption was denied, modified or cancelled. district or in one or more taxing units. Change in use of land appraised as ag-use, open -space or [Property ,J p Y should not be taxed in timber land. Ag-use, open -space or other special appraisal was denied, (name of taxing unit) modified or cancelled_ Failure to send required notice: u Owner's name is incorrect. (t1 ) Ej Property description is incorrect. Other: Value is unequal compared with other properties. Q YES [] NO l want the ARB to send me a copy of its hearing procedures Sl ariatura — Date Your Daytime Phone Number Your Evening Phone Number �w. -r t LUBBOCK CENTRAL APPRAISAL DiSTf". PO BOX 10542 1715 26TH STREET LUBBOCK, TEXAS 79408-3542 (806) 762-5000 EXT: 502 www.lubbockcad.org SEMATERIALS LP 6120 S VALE AVE STE 700 TULSA CK 74126-4216 NOTICE OF APPRAISED 1t _UE This is NOT a Tax Bill Date: 05/ 26/2006 Q4iCkRef: (Refer io th.%P when inquv-nq =out yovr prVpe=iy) N307503 06005000030.003220 Street Address: Legal Description: VEHICLES 1611 MARSHALL ST, 1001%, FULL Overlapping County Information: DBA: Dear Property Owner. _ We have a raised the pTj*rty.lisfed aa�ove for the 2006 tax _y8ar Based on the appraisal date JangM 7 of this.yaar, the alfRraisal Is as follows: _ _ Appraised Information _ _ _�s Last YearThis Year 9 Land's iVai ket Val ue N/A i 0 Ag,-,CulturaI Nlarket Value N/Ai pI Agricultural Productivity Value N/A I 01 Improvements ( Bui I a i r,gs ) Appraised Val ue N/A Q i f business Personal Property Appraised Value N/A 0 i Mineral Interest Appraised value N/Ai 262,140 Total Market Value of this property N/AI 262:140 Total Appraised Value (with Homestead Limit) I N/A; 262,1401 Exenpt t OnS L.._ .._ Zael Years -- *axing Units _ r�op°ced- ^�raposedproposedTo le at Yaw's Y ropaspdTax-" -� Taxable L _ ; Appraised £xtilnmptions tess_Ex. empfionsll Tilt Reie_ Estimate _J 0 'Lubbock County 262,140Q 262,140 , 0.2616231 685.82 0 iCity Of Lubbock 262,140i 0€` 262,140 0.447200 1,172.29 0 Lubbock ISO 262:140� OI 262,140 i1.6589001 4,348.64 O ,Lubb Cnty Hospital 262,140, Qj 262,140 0.110340' 289.25' O Hi Plains Water j 262.1401 O! 262,140 i 0.0083001 21.76 _ _.. j+TOTAL*_ ! _ I _ 6,517,76� The above tax estimates use Iasi year`s tax rite for the taxtrg units. The governing body of each unit school board. Cow" cummissiorsors, and so on - OeCides whothar propan►y taxes iner"all. The appraisal district only determines your property's value- The suing outs will set tax rates later this yew. The Texas Legislature does not set the amount or your local ores. Yoe property tax burden is dlecimd by your locally elected oRioials, and all w4uirks cortrvming your taxes should be directed to those officials. It you ale 65 or older and received the $10,000 school tax exemption on yow home last year from the school listed above. your school taxes for this you will not be higher than when you firm received the exemption an this tome, it you approved your properly (by adding rooms d buimings), prow scut" tax coifing may increase far rmproveinems. It you era a swvlving spouse age 55 or older, you may retain 1M school tax calling Contact the appraisal office it you disogaa with this yaw's proposed value for year property or if you have my problems with the property dw-ription or address information. If the problem cannot be resolved, you held a right to schedule a hearing with the Appraisal R►vlew Board (AM) by filing a WRITTEN protest with the Hoard. You may either use the form previdett Of prepare a letter (rn-juding your name, yaw property's description, and any appraisal office actions with which you disagree)- vow protest must be delivered by mail to the address above or in person at the appraisal district office belwa the protest deadline. If you have any qualliOnt or fetid more rritarmatlon. please contact the appraisal Ohica at the phone number or addresses listed above. 2007 Appraised Value: N/A /Chg (2001 to 2006) : N/A Notki is C+i Fir.-wBSt LUBBOCK CENTRAL APPRAISAL DZTR(CT PO BOX 10542 SEMATEAIALS LP 17iS 26TH STREET 6120 S YALE AVE STE 700 LUBBOCK, TEXAS 79408-3542 TULSA OK 74136-4216 (806) 762-5000 EXT: 502 If you want the Appraisal Review Board JAR&) to hear and decide your case. you must file this with the ARB by the data indicated in the box above. Place an X in the box(es) to indicate the reason(s). 13 Value is over market value. j7 Property should not be taxed In this appraisal district or �n one or more taxing units. Property should not be taxed in (name of taxing trail) Failure to send required novice: Other: I Protest Deadline: 06/26/2006 ARS Hearings Begin: 06/07/2006 Location of ARB Hearings: 1715 26th St. Lubbock, Tx 79411 QuickRe:: Legal. De=.ip.ion: N307503 VEHICLES 1611 MARSHALL ST. 100%, FULL LJ Exemption was denied, modified or cancelled. IE] Change m use of land appraised as ag-use, open -space or Timber land. v Ag-use, open -space or other special appraisal was denied, modified or cancelled - Owner's name is incorrect - Property description m incorrect. Value is unequal compared with other properties. YES 0 NO I want the ARB to send me a copy of its hearing procedures. sturs Date -^ Yntir rtautimo Phnna Al,rr. K— SemMaterials Building Improvements and Machinery and Equipment Machinery and Equipment Item No. Description Total 1000 Major Equipment AC Tank - 131 $ 795,136 AC Tank - 134 795.136 Concentrate Tank 206.353 AC Tanks 233,804 Addititive Tanks 191,408 Mix Tanks 211,133 Reaction Tanks 307,953 Return Tank 63,575 Sulfur System 97,700 HFD System 30,084 Polymer System 110,210 Steam Boiler System 473,736 Hot Oil System 324,917 Heat Exchangers 195,911 Loading Rack 198,025 Rail Car Fal! Protection 146,850 Emulsion Milling Controls 95,770 Odor System 264,328 Rail Car Spot Equipment 33,375 Blender Skids 311,241 Transfer and Process Pumps 514,192 Forklift 22,250 Strainers 197,369 6000 Piping Wnterfill Area 311,250 PMAC Area 1,578,125 7000 Insulation Tanks 441,819 Piping 361,250 8000 Other Hot Oil 65,081 Boiler Upgrades 20.831 Safety Equipment 55,625 Lab Equipment 178,000 Total Equipment $ 8,832,437 Total Eligible $12,464,396 Building Improvements Item No Description Total 3000 CivillStructural Tank Foundations 220 000 Site Prep 225,000 Utilities 200,000 Equipment Foundations & Support 500,000 Pipe Bridges 111,584 Parking Lot and Landscaping 66,750 4000 Building Related Warehouse 360,000 Office 75,000 Boiler and Heater Buildings 165,000 6000 Electrical Power and Control 11,245,625 8000 Engineering and Design Engineering 463,000 Total Building Improvements $ 3,631,969