                                                                                                      ACCEPTED
                                                                                                 12-13-00393-CV
                                                                                     TWELFTH COURT OF APPEALS
                                                                                                  TYLER, TEXAS
                                                                                             2/5/2015 8:59:07 PM
                                                                                                    CATHY LUSK
                                                                                                          CLERK

                                   12-13-00393-CV
                        ______________________________________________

                           COURT OF APPEALS                 FILED IN
                   TWELFTH JUDICIAL DISTRICT OF TEXAS12th COURT   OF APPEALS
                                                          TYLER, TEXAS
                             TYLER, TEXAS             2/5/2015 8:59:07 PM
                        ______________________________________________
                                                                           CATHY S. LUSK
  VALERUS COMPRESSION SERVICES, A TEXAS LIMITED                               Clerk
                                                                         PARTNERSHIP,
VALERUS COMPRESSION SERVICES MANAGEMENT, LLC, A TEXAS LIMITED
            LIABILITY COMPANY, GENERAL PARTNER
                     Appellant/Cross-Appellee,
                                             v.
                   GREGG COUNTY APPRAISAL DISTRICT,
                         Appellee/Cross-Appellant.
                        ______________________________________________

                         MOTION FOR REHEARING
                        ______________________________________________

                     On Appeal from the 188th District Court
                           of Gregg County, Texas
                      Honorable David Brabham, Presiding
                        ______________________________________________


                                                    Gwen J. Samora
                                                    Texas Bar No. 00784899
                                                    Patrick W. Mizell
                                                    Texas Bar No. 14233980
                                                    Glen Rosenbaum
                                                    Texas Bar No. 17266800
                                                    Russell T. Gips
                                                    Texas Bar No. 24069788
                                                    Conor P. McEvily
                                                    Texas Bar No. 24078970
                                                    VINSON & ELKINS L.L.P.
                                                    1001 Fannin Street, Suite 2500
                                                    Houston, Texas 77002-6760
                                                    Telephone: (713) 758-2942
                                                    Facsimile: (713) 758-5214
                                                    Email: gsamora@velaw.com

      Attorneys for Appellant/Cross-Appellee Valerus Compression Services, LP, a
        Texas Limited Partnership, Valerus Compression Services Management,
              LLC, a Texas Limited Liability Company, General Partner




February 5, 2015
                                           TABLE OF CONTENTS
ISSUES PRESENTED FOR REVIEW ................................................................... iii
INTRODUCTION ..................................................................................................... 1
ARGUMENT ............................................................................................................. 3
I.       Regarding Valerus’s Leased Heavy Equipment, the Record Evidence
         Sufficiently Shows that This Equipment Was “Self-Powered” under
         Tax Code § 23.1241(a)(6). .............................................................................. 3
         A.        The Stults and Rutledge Affidavits indicate that Valerus’s
                   equipment is “self-powered.” ................................................................ 4
         B.        Record evidence reflects that Valerus’s compressor packages
                   and cooler units are “engine driven.” .................................................... 6
         C.        The horsepower ratings indicate that the compressor packages
                   are self-powered. ................................................................................... 7
II.      Regarding Valerus’s Unleased Heavy Equipment, the Record
         Evidence Sufficiently Shows that This Equipment Was “Held for
         Lease” under Texas Tax Code § 23.1241(a)(2). ............................................. 8
         A.        GCAD’s admission that all of Valerus’s heavy equipment was
                   “held for lease,” obviated the need for any evidence on this
                   point. ..................................................................................................... 9
         B.        Record evidence shows that both leased and unleased
                   equipment was “held for lease” by Valerus. ....................................... 10
PRAYER .................................................................................................................. 13
CERTIFICATE OF COMPLIANCE ....................................................................... 15
CERTIFICATE OF SERVICE ................................................................................ 16




                                                               i
                                           INDEX OF AUTHORITIES
Cases
Dutton v. Dutton,
 18 S.W.3d 849 (Tex.App.—Eastland 2000, pet. denied) ....................................10
Gregg Appraisal District v. Capacity of Texas, Inc.,
  No. 12-11-00045-CV, 2012 WL 727293 (Tex.App.—Tyler 2012,
  no pet.) ..................................................................................................................12

Hennigan v. I.P. Petroleum Co., Inc.,
 858 S.W.2d 371 (Tex. 1993) ................................................................................10

Holy Cross Church of God in Christ v. Wolf,
 44 S.W.3d 562 (Tex. 2001) ..................................................................................10

Mapco, Inc. v. Carter,
 817 S.W.2d 686 (Tex. 1991) ..................................................................................9

Sherman v. Merit Office Portfolio, Ltd.,
  106 S.W.3d 135 (Tex.App.—Dallas 2003, pet. denied) ......................................10

Statutes
Tex. Tax Code § 23.1241 ............................................................................ 1, 2, 3, 12

Tex. Tax Code § 23.1241(a)(2)........................................................................ passim

Tex. Tax Code § 23.1241(a)(6)....................................................................... 2, 3, 14
Tex. Tax Code § 23.1241(b) ............................................................................. 3, 8, 9

Tex. Tax Code § 23.1242 .......................................................................................1, 2

Rules
Tex. R. App. P. 49.9...................................................................................................1

Tex. R. Civ. P. 166a(c) ..............................................................................................3

Other Authorities
Black’s Law Dictionary 790 (6th ed. 1990) ............................................................12
Merriam-Webster’s Collegiate Dictionary 600 (11th ed. 2003) ................................7


                                                              ii
                   ISSUES PRESENTED FOR REVIEW
1.   Whether, with respect to Valerus’s heavy equipment that was under lease,
     the record sufficiently shows that such equipment was “self-powered” under
     Texas Tax Code § 23.1241(a)(6).

2.   Whether, with respect to Valerus’s heavy equipment that was not under
     lease, the record sufficiently shows that such equipment was “h[eld] for …
     lease” under Texas Tax Code § 23.1241(a)(2).




                                     iii
                               INTRODUCTION
       This appeal concerns the constitutionality and applicability of two recently

modified tax provisions: § 23.1241 and § 23.1242 of the Texas Tax Code,

governing the valuation of “dealer’s heavy equipment inventory.” After Valerus

filed suit against Gregg County Appraisal District (“GCAD”), seeking to have its

compressor packages and cooler units valued according to §§ 23.1241 and

23.1242’s income-based scheme, the trial court held on summary judgment that the

two tax laws, while “applicable to [Valerus’s heavy equipment] at issue,” were

nonetheless “unconstitutional as applied.”1 CR.279.2

       Valerus appealed the trial court’s summary judgment. And on January 7,

2015, after full briefing and oral argument, this Court declined to address the

constitutionality issue, holding instead that “Valerus did not … bring forward

sufficient facts in evidence to meet its burden to prove that” §§ 23.1241 and


   1
      Valerus’s suit also sought to establish tax situs for its cooler units and
compressor packages in Harris County—the location of Valerus’s principal place
of business. The trial court denied, and this Court affirmed, Valerus’s situs
argument, holding that Valerus’s heavy equipment was properly sitused in Gregg
County. CR.280; Op. at 4-8. Nothing in this Motion for Rehearing should be
construed to abandon, waive or otherwise disclaim Valerus’s situs argument—or
any other argument pressed on appeal—all of which have been properly preserved.
See TEX. R. APP. P. 49.9 (“A motion for rehearing is not … required to preserve
error.”).
   2
      The Clerk’s Record will be cited as “CR.[page].” The Supplemental Clerk’s
Record will be cited as “Supp.CR.[page].” And the Court of Appeals’ Opinion will
be cited as “Op. at [page].”


                                         1
23.1242 applied to its heavy equipment. Op. at 11. Specifically, the Court

bifurcated Valerus’s heavy equipment into two groups: (1) Valerus’s cooler units

and compressor packages that were under lease during the year in question (2012);

and (2) Valerus’s cooler units and compressor packages that were not under lease

during the year in question.3 Regarding the first group, the Court held that “Valerus

provided no evidence explaining how its equipment functions” making it

“impossible to know if the equipment is ‘self-powered’” as required by Texas Tax

Code § 23.1241(a)(6). Id. at 12. Regarding the second group, the Court held that

“from our view of the record, we found no evidence that these specific units were

held by Valerus for lease during 2012,” as required by Texas Tax Code §

23.1241(a)(2). Id. at 10. Accordingly, because the Court believed that “Valerus did

not fulfill its burden to prove that its equipment meets [the] definition of ‘heavy

equipment,’ [it] reverse[d] that portion of the trial court’s judgment” and remanded

for further proceedings. Id. at 13.

        Through this Motion for Rehearing, without waiving any other argument

pressed on appeal, Valerus respectfully asks this Court to reconsider its holding in

two important respects: (1) whether, with respect to Valerus’s heavy equipment


    3
      Of the 28 compressor packages and 32 cooler units at issue, the record
reflects that 22 of the compressors and 31 of the coolers were not rented during
2012, either because they were being refurbished or were simply awaiting
redeployment. See Op.10; see also Supp.Cr.26-27; CR.83; CR.211.


                                         2
that was under lease, the record sufficiently shows that this equipment was “self-

powered” under Texas Tax Code § 23.1241(a)(6); and (2) whether, with respect to

Valerus’s heavy equipment that was not under lease, the record sufficiently shows

that this equipment was “h[eld] for … lease” under Texas Tax Code

§ 23.1241(a)(2). Valerus submits that both questions should be answered in the

affirmative.

                                 ARGUMENT
I.    Regarding Valerus’s Leased Heavy Equipment, the Record Evidence
      Sufficiently Shows that This Equipment Was “Self-Powered” under Tax
      Code § 23.1241(a)(6).
      As the Court accurately observed in its Opinion, § 23.1241(b)’s inventory-

based appraisal scheme applies only to “dealer’s heavy equipment inventory”—a

term defined in § 23.1241(a)(6) as “self-propelled, self-powered, or pull-type

equipment, including farm equipment or a diesel engine that weighs at least 1,500

pounds and is intended to be used for agricultural, construction, industrial,

maritime, mining, or forestry uses.” TEX. TAX CODE § 23.1241 (emphasis added).

As the summary-judgment movant on the issue of whether its compressor packages

and cooler units constituted “dealer’s heavy equipment” by being “self-powered,”

Valerus bore the burden of adducing evidence that its equipment met this

definition as a matter of law. See TEX. R. CIV. P. 166a(c). Though the trial court

agreed that Valerus met this burden, see CR.279, this Court held otherwise:



                                        3
“Valerus provided no evidence explaining how its equipment functions[;] [i]t is

impossible to know if the equipment is ‘self-powered’ in the absence of such an

explanation.” Op. at 12.

       In concluding that Valerus “provided no evidence explaining how its

equipment functions,” this Court addressed, and subsequently dismissed, three of

Valerus’s arguments and the record evidence supporting them: (1) Allen Stults’s

affidavit asserting that Valerus’s equipment is self-powered—which this Court

found “conclusory”; (2) evidence that each compressor “has a certain amount of

horsepower”—which the Court deemed “not evidence that the equipment is self-

powered”; and (3) Valerus’s assertion that its compressor packages and cooler

units were powered by internal combustion engines—which this Court found

unsupported by any evidence. Op. at 11-12. However, as explained below, the

record contains ample additional evidence that Valerus’s compressors and coolers

are “self-powered” and thus meet the definition of “dealer’s heavy equipment.”

      A.    The Stults and Rutledge Affidavits indicate that Valerus’s
            equipment is “self-powered.”
      Despite being labeled “conclusory” by the Court, Op. at 11, the affidavit of

Allen Stults contains more than the mere assertion that “the compressor packages

and coolers … are self-powered.” CR.55. For example, Stults testified that all of

Valerus’s coolers and compressors, “when in operation, are powered solely by the

natural gas that they pressurize and process.” Id. (emphasis added). Stults also

                                        4
stated the units “do not depend on any electrical power or any external source.” Id.

(emphasis added). And Stults further averred that “[t]he natural gas supplied by the

compressor packages allow[s] [them] to perform all necessary functions ….” Id.

(emphasis added). In other words, Stults’s uncontroverted testimony establishes:

(1) that equipment’s power is derived from “no external source”; and (2) that this

power drives “all necessary functions.” Under even the most demanding

conception of “self-powered,” a machine satisfying Stults’s description would

doubtless fall within the term’s definition.

      The affidavit of John Rutledge further corroborates Stults’ testimony, and is

likewise evidence that Valerus’s equipment is self-powered. The Rutledge

Affidavit states that “the subject property, and others like it, runs by natural gas

being lifted from the ground.” CR.213 (emphasis added). In other words, Rutledge

affirmed that Valerus’s compressor packages and cooler units (“the subject

property”) is powered (“runs”) by a non-external fuel source (“natural gas being

lifted from the ground”). This testimony is further evidence that Valerus’s

compressor packages and cooler units are “self-powered.”




                                           5
       B.    Record evidence reflects that Valerus’s compressor packages and
             cooler units are “engine driven.”
       Contrary to the Court’s declaration that “Valerus provided no evidence

explaining how its equipment functions,”4 Op. at 12 (emphasis added), the record is

replete with evidence specifically indicating how Valerus’s cooler units and

compressor packages are powered: by engines.5 For example, a spreadsheet in the

record listing information about all of Valerus’s cooler units, notes that each one is

“engine driven” and simultaneously lists corresponding “engine makes” and

“engine models.” Supp.Cr.20 (emphasis added). The record holds similar

information about Valerus’s compressor packages, for which “engine data” (make,

model, horsepower, etc.) is reflected in two separate spreadsheets. See Supp.Cr.22,

24. Furthermore, Allen Stults’ deposition transcript reflects his testimony that

certain compressors are powered by “Waukesha engines,” Supp.Cr.33, and that

others are powered by “Caterpillar Engines.” Supp.Cr.35, 36, 53-55. And

elsewhere in his deposition transcript, Stults notes that cooler units are “engine

driven,” Supp.Cr.57, that a cooler’s muffler is bolted to the “top of the engine,”

Supp.Cr.101, and that a cooler unit is an “engine cooling system.” Supp.Cr.101.


   4
      The Court’s emphasis on the equipment’s functioning (“how [Valerus’s]
equipment functions”) seems to lose sight of the pertinent inquiry, which is how
the equipment is powered. Op. at 12.
   5
      It bears noting that GCAD has never argued—either at trial or on appeal—
that Valerus’s compressor packages and cooler units are not powered by engines.


                                          6
Finally, one of sample leases contained in the record notes the types of “Engine

Drivers” and “Engine BHP” that correspond with a particular compressor,

Supp.CR.135-36; and still another sample lease indicates that the lessee of the

compressor shall “furnish free use of suitable, sweet, dry natural gas fuel for

engine use.” Supp.Cr.145, 216 (emphasis added).

      In short, the record contains sufficient evidence indicating that both the

compressor packages and cooler units are “engine driven.” Supp.Cr.20. This fact,

coupled with undisputed fact that Valerus’s equipment is fueled by gas extracted

from the ground, is sufficient to prove, as a matter of law, that Valerus’s

compressor packages and cooler units are “self-powered.”

      C.    The horsepower ratings indicate that the compressor packages
            are self-powered.
      Finally, the Court’s Opinion notes that it was unpersuade by “evidence

show[ing] that each [of Valerus’s] compressor[s] has a certain amount of

horsepower.” Op. at 12; see also CR.13-14 (noting the horsepower figures for each

compressor unit at issue). “Horsepower is a unit of power,” the Court held; “[and]

an indication of the equipment’s horsepower is not evidence that the equipment is

self-powered.” Op. at 12 (citing MERRIAM-WEBSTER’S COLLEGIATE DICTIONARY

600 (11th ed. 2003)).

      “Horsepower,” however, is more than a “unit of power.” It is “a unit used to

measure the power of engines.” MERRIAM-WEBSTER’S COLLEGIATE DICTIONARY

                                        7
(11th    ed.    2003)   available   at   http://www.merriam-webster.com/dictionary/

horsepower (emphasis added). Thus, given (a) the ample evidence that the

compressor packages are operated by “engines,” and (b) the ample evidence that

such engines are powered non-externally, CR.55, “by gas being lifted from the

ground,” CR.213, Valerus’s evidence of the compressors’ horsepower is indeed an

indication that they are “self-powered.”

        As an additional matter, the Court noted that, because “there is no indication

of ‘horsepower’ for coolers,” an “infer[ence] that the compressors have engines”

would require an “infer[ence] that the coolers do not [have engines].” Op. at 12

(emphasis added). But of course, the record contains ample evidence that the

coolers are “engine driven.” See supra Part I.B. Further, simply because the record

lacks evidence of the coolers’ horsepower does not mean the coolers lack engines.

II.     Regarding Valerus’s Unleased Heavy Equipment, the Record Evidence
        Sufficiently Shows that This Equipment Was “Held for Lease” under
        Texas Tax Code § 23.1241(a)(2).
        As for the Court’s holding that, “[there is] no evidence that [Valerus’s

unleased       compressors   and    coolers]       were   held   …   for   lease”   under

§ 23.1241(a)(2)—Valerus respectfully submits that the record shows otherwise.

The Court was correct to observe that, to fall within § 23.1241(b)’s income-based

valuation scheme, Valerus’s equipment must meet the definition of “[d]ealer’s

heavy equipment inventory”—which includes “all items of heavy equipment that a


                                               8
dealer holds for … lease, or rent in this state during a 12-month period.” TEX. TAX

CODE § 23.1241(a)(2) (emphasis added); see also id. § 23.1241(b) (noting that the

statute’s income-based appraisal scheme determines the “market value” for

“dealer’s heavy equipment inventory”). However, contrary to the Court’s “no

evidence” holding, there is abundant evidence that Valerus’s unleased compressors

and coolers were “held for lease” under § 23.1241(a)(2). This evidence falls in two

categories: (A) GCAD’s own admission that all the equipment at issue was “held

for lease”; and (B) affidavits indicating that both the leased and unleased

equipment was “held for lease” by Valerus.

      A.    GCAD’s admission that all of Valerus’s heavy equipment was
            “held for lease,” obviated the need for any evidence on this point.
      Perhaps because Valerus’s satisfaction of § 23.1241(a)(2) was not

previously in doubt, GCAD itself conceded that Valerus’s unleased equipment was

equipment that was being held for lease—a description that is conclusive against

GCAD as a judicial admission. In its October 3, 2013 Amended Motion for

Summary Judgment, GCAD admitted that “[t]he subject properties [i.e., Valerus’s

compressor packages and cooler units] are owned for the purpose of renting or

leasing to natural gas gatherers.” CR.125 (bold in original; itallics added) (citing

the Rutledge Affidavit, available at Supp.CR.13-17). This factual concession is a

judicial admission, meeting the Supreme Court’s requirements of being

“deliberate, clear and unequivocal” so as to “be conclusive against a party.”

                                         9
Mapco, Inc. v. Carter, 817 S.W.2d 686, 687 (Tex. 1991) (emphasis added). “[A]

judicial admission … is a formal waiver of proof … [that] is conclusive upon the

party making it, … relieves the opposing party’s burden of proving the admitted

fact, and bars the admitting part[y] from disputing it ….” Hennigan v. I.P.

Petroleum Co., Inc., 858 S.W.2d 371, 372 (Tex. 1993).6 Thus, even if there was

“no evidence” that Valerus’s unleased equipment was “held for lease,” (and, as

shown infra Part II.B., there was such evidence) Valerus was nevertheless relieved

of its evidentiary burden on this issue due to GCAD’s admission. See Op. at 10.

        In short, because GCAD admitted that all of Valerus’s equipment was

“owned for the purpose of renting or leasing”—i.e., “h[eld] for … lease” under

§ 23.1241(a)(2)—Valerus was not required to affirmatively adduce evidence on

this point.

        B.    Record evidence shows that both leased and unleased equipment
              was “held for lease” by Valerus.
        Even without GCAD’s judicial admission—which should be controlling on

this issue—uncontroverted record evidence shows what GCAD rightly conceded


    6
      See also Sherman v. Merit Office Portfolio, Ltd., 106 S.W.3d 135, 140
(Tex.App.—Dallas 2003, pet. denied) (“A statement made in a motion for
summary judgment can serve as a judicial admission.”); Holy Cross Church of God
in Christ v. Wolf, 44 S.W.3d 562, 568 (Tex. 2001) (holding that a party made a
judicial admission in its summary-judgment response and counter-motion for
summary judgment); Dutton v. Dutton, 18 S.W.3d 849, 854 (Tex.App.—Eastland
2000, pet. denied) (judicial admission prevents a party from taking contrary
position on appeal).


                                       10
below: that all of Valerus’s compressor packages (including those awaiting

redeployment) and all of Valerus’s cooler units (including those that were idle and

not under lease) were being held for the sole purpose of being rented or leased as

required by § 23.1241(a)(2).

      At least two affidavits—the Stults Affidavit, submitted by Valerus, and the

Rutledge Affidavit, submitted by GCAD—separately and independently indicate

that all the heavy equipment at issue in this case was being held for lease or rent in

Gregg County. In the Stults Affidavit, Allen Stults testified that “[m]aintenance

[for the compressor packages and cooler units] is conducted at the Kilgore facility,

and idle units are stored there until they are leased to another customer.” CR.83

(emphasis added)); see also, id. (Stults Affidavit; noting that “Valerus is in the

business of leasing compressor packages that are used to extract oil and gas,” and

further providing that the compressor packages that were not under a rental

contract “remained in Valerus’s facility in Kilgore, undergoing refabrication or

awaiting redeployment under a new lease” (emphasis added)).          In the Rutledge

Affidavit, John Rutledge confirmed that “[t]he subject property was either utilized

in Gregg County Texas or located at Valerus’s yard in Kilgore, Gregg County,

Texas as of January 1, 2012.” CR.211 (emphasis added).

      Furthermore, to the extent that there is any doubt about what “h[eld] for …

lease” actually means, this Court’s recent decision in Gregg Appraisal District v.



                                         11
Capacity of Texas, Inc., No. 12-11-00045-CV, 2012 WL 727293 (Tex.App.—

Tyler 2012, no pet.) answers the question. There, the Court examined the meaning

of “held for sale” in the pre-2011 version of § 23.1241—i.e., before the definition

of “[d]ealer’s heavy equipment” was expanded to include items a dealer “holds for

… lease, or rent.” TEX. TAX CODE § 23.1241(a)(2) (emphasis added). And, in a

unanimous opinion authored by Justice Griffith, the Court held that “based on our

interpretation of the statute, ‘for sale,’ in this context, should be given a broad

meaning to cover a product that is available to any purchaser who is willing to

purchase the product.” 2012 WL 727293 at *4. (emphasis added). Looking to

Black’s Law Dictionary, the Court also determined that the ordinary meaning of

“hold” under § 23.1241(a)(2), must “mean[] ‘to possess in virtue of a lawful title.’”

Id. at *3 (citing Black’s law Dictionary 790 (6th ed. 1990)) (emphasis added).

      Though Capacity construed the pre-2011 version of § 23.1241, its holding

nevertheless applies. As in Capacity, “holds” in § 23.1241(a)(2)’s “holds for …

lease,” should be understood to mean “possess in virtue of a lawful title.” Id. at *3.

And there is no question that Valerus possesses lawful title to the compressor

packages and cooler units at issue. See CR.125 (GCAD’s Amended Motion for

Summary Judgment; “The property at issue is owned by Plaintiff [Valerus].”

(emphasis added)). Furthermore, insofar as the phrase “for sale” “[was] given a

broad meaning to cover a product that is available to any purchaser who is willing



                                         12
to purchase the product,” id at *4 (emphasis added), so should the phrase “for

lease” be given a similarly broad meaning to cover a product that is available to

any lessor who is willing to lease the product. Though some of Valerus’s

compressor packages may have been undergoing refurbishment or repair during

part of the tax year in question,7 this does not mean that they were unavailable for

lease. Indeed, the very purpose of their refurbishment or repair was undoubtedly so

that the compressor packages could more readily be leased. Simply because a

particular unit of heavy equipment is not immediately available for use by a lessee,

does not make it unavailable for lease.

       In sum, the uncontroverted record evidence in this case, combined with this

Court’s own, recent jurisprudence, conclusively shows that Valerus’s leased and

unleased cooler units and compressor packages were “held for lease” as required

by § 23.1241(a)(2) of the Texas Tax Code. Valerus respectfully submits that the

Court’s “no evidence” holding should be revised in light of this record evidence.

                                     PRAYER
       Appellant, Valerus Compression Services, LP, a Texas Limited Partnership,

Valerus Compression Services Management, LLC, a Texas Limited Liability

Company, General Partner, respectfully asks this Court reconsider and revise its
   7
     The record does not reflect how many of Valerus’s compressor packages and
cooler units were unleased because they were simply “awaiting new deployment”
and how many were unleased because they were “undergoing refabrication.”
CR.83.


                                          13
January 7, 2015 Opinion, to hold that (1) with respect to Valerus’s leased heavy

equipment, the record shows that such equipment was “self-powered” under Texas

Tax Code § 23.1241(a)(6); and (2) with respect to Valerus’s unleased heavy

equipment, the record shows that such equipment was “h[eld] for … lease” under

Texas Tax Code § 23.1241(a)(2). Valerus also asks this Court to address the

constitutional issues that it did not reach in its January 7, 2015 Opinion. And

Valerus further requests any other such relief to which it may be justly entitled.

                                               Respectfully submitted,

                                               /s/ Gwen J. Samora
                                               Gwen J. Samora
                                               Texas Bar No. 00784899
                                               Patrick W. Mizell
                                               Texas Bar No. 14233980
                                               Glen Rosenbaum
                                               Texas Bar No. 17266800
                                               Russell T. Gips
                                               Texas Bar No. 24069788
                                               Conor P. McEvily
                                               Texas Bar No. 24078970
                                               VINSON & ELKINS L.L.P.
                                               1001 Fannin Street, Suite 2500
                                               Houston, Texas 77002-6760
                                               Telephone: (713) 758-2942
                                               Facsimile: (713) 758-5214
                                               Email: gsamora@velaw.com

       Attorneys for Appellant/Cross-Appellee Valerus Compression Services,
          LP, a Texas Limited Partnership, Valerus Compression Services
          Management, LLC, a Texas Limited Liability Company, General
                                      Partner



                                          14
                      CERTIFICATE OF COMPLIANCE


       Pursuant to Texas Rule of Appellate Procedure 9.4(i)(3), I hereby certify that
this Motion for Rehearing contains 3,140 words, excluding the words not included
in the word count pursuant to Texas Rule of Appellate Procedure 9.4(i)(1). This is
a computer-generated document created in Microsoft Word, using 14-point
typeface for all text, except for footnotes which are in 12-point typeface. In making
this certificate of compliance, I am relying on the word count provided by the
software used to prepare the document.


                                              /s/ Conor P. McEvily
                                              Conor P. McEvily




                                         15
                         CERTIFICATE OF SERVICE


      I certify that on February 5, 2015, I electronically served a true and correct
copy of the Brief of Appellant on the following counsel for Defendants/Appellees
Gregg County Appraisal District:

Robert Mott
rmott@pbfcm.com
Christopher S. Jackson
cjackson@bpfcm.com
PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P.
3301 Northland Dr., Ste. 505
Austin, Texas 78731
Telephone: (512) 302-0190
Facsimile: (512) 302-6963

                                             /s/ Conor P. McEvily
                                             Conor P. McEvily




                                        16
US 3277249v.2
