Ordinance No. 15,091 ORDINANCE NO. 15,091
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE ABANDONMENT AND SALE OF THE CITY'S
INTEREST IN THE CITY'S SURFACE RIGHTS TO A PORTION OF
NEEDLEPOINT ROAD RIGHT-OF-WAY LOCATED EAST OF SJOLANDER
ROAD AND WEST OF CEDAR BAYOU ROAD TO NILOK CHEMICALS
INC., CONTINGENT UPON THE RECEIPT OF CONSIDERATION AS
EXPRESSED HEREIN; AUTHORIZING THE MAYOR TO EXECUTE A
QUITCLAIM DEED UPON RECEIPT OF CONSIDERATION FOR THE
ABANDONMENT; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
******************************************************************************
WHEREAS, Nilok Chemicals Inc., (the "Petitioner") has petitioned the City for the
abandonment of the surface rights to a portion of Needlepoint Road Right-of-Way located east of
Sjolander Road and west of Cedar Bayou Road; and
WHEREAS, the surface rights to the right-of-way subject to the petition for abandonment
referenced herein is no longer necessary for the City; and
WHEREAS, contingent upon the receipt of payment as detailed below and as required in
Section 2-767 of the Code of Ordinances, Baytown,Texas, from Nilok Chemicals Inc., the City is
willing to abandon portions of its surface rights to the above-referenced right-of-way; NOW
THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That contingent upon the receipt of the consideration detailed in Section 2,
the City Council of the City of Baytown, Texas, hereby authorizes the abandonment of its surface
rights to a portion of Needlepoint Road Right-of-Way located east of Sjolander Road and west of
Cedar Bayou Road described in Exhibit "A," which is attached hereto and incorporated herein for
all intents and purposes.
Section 2: That the City Council of the City of Baytown, Texas, hereby finds that the
fair market value of the right-of-way is determined to be ELEVEN THOUSAND FIVE
HUNDRED TWENTY AND 95.100 DOLLARS ($11,520.95).
Section 3: That upon the satisfaction of the contingency referenced in Section 1 hereof,
the Mayor is hereby granted the general authority to execute the quitclaim deed, attached hereto
and incorporated herein for all intents and purposes as Exhibit "B," conveying its interest in the
surface rights to the property described in Exhibit "A" to the Petitioner in accordance with the
Release and Indemnity Agreement, which is attached hereto and incorporated herein as Exhibit
11C
.11
Section 4: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative ote of the City Council of the
City of Baytown this the 121h day of May, 2022.
CHRIS PRESLEY, Mayor Pro Tern
ATTEST: �oF°�PYrodyy
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AN ELA J KSON, City Cl
APPROVED AS TO FORM:
THE OR FANNING, Interim City Attorney
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EXHIBIT "B"
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
QUITCLAIM DEED
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS §
THAT the CITY OF BAYTOWN, a home-rule municipality located in Harris and
Chambers Counties, Texas, as Transferor, for and in consideration of that certain Release and
Indemnity Agreement executed on the 121h day of May, 2022, which is attached hereto and
incorporated herein as Exhibit "A," and the sum of TEN AND NO:'100 DOLLARS ($10.00) and
other good and valuable consideration paid by the TRANSFEREE herein named, the receipt and
sufficiency of which are hereby acknowledged and confessed, QUITCLAIMS, TRANSFERS,
AND ASSIGNS to NILOK CHEMICALS INC., as Transferee, all Transferor's right, title, and
interest in and to the surface property described in Exhibit "B," which is attached hereto and
incorporated herein for all intents and purposes (the "Property"); provided; however, this transfer
does not include any right to build, construct, or place any structure on the Property or any right
to permit or allow any third person to build, construct or place any structure on the Property. If
any structure is permitted, built, constructed or placed on the Property, the TRANSFEROR may
remove the same without notice at the sole cost and expense of the TRANSFEREE, its heirs,
representatives, successors, and assigns. Payment for such costs and expenses shall be made
within fifteen (15) days of receipt of invoice therefor and interest will accrue on late payments at
Ouitclaim Deed,Page 1
the highest rate allowable by law. Until such costs and expenses have been paid in full, the
Property shall be subject to a lien in favor of TRANSFEROR.
TRANSFEROR, for itself, its successors and assigns as well as for other public utilities,
reserves and excepts from this transfer a utility and access easement above, across, over and
under the Property for the purposes of constructing, inspecting, repairing, maintaining and
removing utility and drainage lines, structures and other improvements necessary for such
utilities.
TO HAVE AND TO HOLD all of TRANSFEROR'S right, title, and interest in and to the
surface of the Property herein transferred, together with all and singular the rights and
appurtenances belonging in any way to Transferor concerning the surface of the Property and
transferred herein, by Transferees and Transferee's heirs, personal representatives, successors
and assigns forever. Neither Transferor nor Transferor's successors or assigns shall have, claim,
or demand any right, title, or interest in all or any part of the surface of the Property except as
otherwise reserved herein by TRANSFEROR.
EXECUTED this the_ _ _day of , 2022.
TRANSFEROR
CITY OF BAYTOWN
BY:
BRANDON CAPETILLO
Mayor
Quitclaim Deed,Page 2
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, , the undersigned notary public, on this
day personally appeared Brandon Capetillo, the Mayor of the City of Baytown, Texas, known to
me to be the person whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes and consideration therein expressed on behalf of
City of Baytown in the capacity stated.
SUBSCRIBED AND SWORN before me this day of , 2022.
Notary Public in and for the State of
Texas
My commission expires:
TRANSFEROR'S ADDRESS:
CITY OF BAYTOWN
OFFICE OF THE CITY CLERK
P.O. BOX 424
BAYTOWN,TEXAS 77522-0424
RETURN TO TRANSFEREE:
NILOK CHEMICALS INC.
299 JEFFERSON ROAD
PARSIPPANY,NEW JERSEY 07054
R:Trevor\needlepomt rd abandon QuaclaunNILOKAbandonment.doc
Ouitclaim Deed,Page 3
EXHIBIT "A"
RELEASE AND INDEMNITY AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
WHEREAS,Nilok Chemicals Inc.(the"Petitioner")has filed with the City of Baytown(the"City")
a petition for the abandonment of the right-of-way of a portion of Needlepoint Road,as more particularly
described in Exhibit "A" which is attached hereto and incorporated herein for all intents and purposes
(collectively the"Abandoned Property"); and
WHEREAS,the Petitioner is the sole owner of property adjacent to the Abandoned Property; and
WHEREAS, the Petitioner has asked that the City convey the Abandoned Property to it for the
value of$11,520.95;and
WHEREAS,the City is willing to so convey the Abandoned Property in the manner desired subject
to the terms and conditions set forth herein and in the ordinance whereby the City Council consents to the
abandonment;NOW THEREFORE,
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the Petitioner hereby agrees as follows:
I.
RECITALS
1.01 The findings of fact,recitations and provisions set forth in the recitals to this Release and Indemnity
Agreement (this "Agreement") are true and are adopted and made a part of the body of this Agreement,
binding the Parties hereto,as if the same were fully set forth herein.
II.
INDEMNITY AND RELEASE
2.01 Indemnit .
THE PETITIONER AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY OF BAYTOWN, ITS
OFFICERS, AGENTS AND EMPLOYEES, (COLLECTIVELY, THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES, DAMAGES AND SUITS OF EVERY HIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND
ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH
THE CITY'S ABANDONMENT OF THE PROPERTY CAUSED BY (I)
THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER
PERSON OR ENTITY AND/OR (II) THE SOLE OR JOINT
NEGLIGENCE OF THE PETITIONER. IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH THE PETITIONER
AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY THE PETITIONER TO
INDEMNIFY AND PROTECT THE CITY FROM THE
CONSEQUENCES OF I THE CITY'S OWN NEGLIGENCE WHERE
Release And Indemnity Agreement,Page 1
THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE
RESULTING DAMAGE AND/OR (II) THE NEGLIGENCE OF THE
PETITIONER. FURTHERMORE,THE INDEMNITY PROVIDED FOR
IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE
CITY FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT
AND LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF
THE CITY, UNMIXED WITH THE FAULT OF ANY OTHER PERSON
OR ENTITY.
2.02 Legal Counsel. In the event that any action or proceeding is brought against the City by reason of
any matter for which the City is indemnified herein, the Petitioner further agrees and covenants to
defend the action or proceeding by legal counsel acceptable to the City.
2.03 Release. The Petitioner understands and agrees that by abandoning the Abandoned Property, the
City has not consented to litigation or suit, and any consent to litigation that it may have granted
by the terms hereof or any other contract or agreement, any charter, or applicable state law is
revoked. Nothing herein or any actions by the City shall be construed so as to limit or waive the
City's sovereign immunity. The Petitioner assumes full responsibility for its requested division of
Abandoned Property and hereby releases,relinquishes and discharges the City, its officers,agents,
and employees from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person (whether they be
either of the parties hereto, their employees, or other third parties) and any loss of or damage to
property(whether the property be that of either of the parties hereto,their employees,or other third
parties) that is caused by or alleged to be caused by, arising out of, or in connection with the
Abandoned Property.
2.04 Binding upon Future Owners. The Petitioner understands and agrees that the release and indemnity
obligations contained herein shall be incorporated into the quitclaim deed used to convey the
Abandoned Property and shall be a covenant running with the land.
III.
MISCELLANEOUS
3.01 Choice of Law; Venue. This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Texas, regardless of the place of its
execution or performance. The place of making and the place of performance for all purposes shall
be Baytown, Harris County,Texas.
3.02 Severability. Should any provision of this Release and Indemnity Agreement be determined to be
invalid or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.
3.03 Ambiguities. In the event of any ambiguity in any of the terms of this Release and Indemnity
Agreement,it shall not be construed for or against any party hereto on the basis that such party did
or did not author the same.
3.04 Agreement Read. The Petitioner acknowledges that its officer executing this agreement has read,
understands and intends to be bound by the terms and conditions of this Agreement.
3.05 Authority. The persons executing this Agreement hereby represent that they have full authority to
execute this Agreement and to bind the Petitioner.
Release And Indemnity Agreement,Page 2
3.06 Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original,and all of which,taken together,shall constitute but one and the same
instrument,which may be sufficiently evidenced by one counterpart.
Signed this day of 12022.
Nilok Chemicals Inc.
STATE OF §
COUNTY OF §
Before me on this day personally appeared
in his/her individual capacity and as Trustee, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of ) 2022.
Notary Public in and for the State of
Signed this day of 52022.
Rick Davis,City Manager
City of Baytown
R:%Trevor\needlepoint rd abandon\RELEASE AND INDEMNITY AGREEMENT.docx
Release And Indemnity Agreement,Page 3
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EXHIBIT "C"
RELEASE AND INDEMNITY AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
WHEREAS,Nilok Chemicals Inc.(the"Petitioner")has filed with the City of Baytown(the"City")
a petition for the abandonment of the right-of-way of a portion of Needlepoint Road, as more particularly
described in Exhibit "A" which is attached hereto and incorporated herein for all intents and purposes
(collectively the "Abandoned Property");and
WHEREAS,the Petitioner is the sole owner of property adjacent to the Abandoned Property; and
WHEREAS, the Petitioner has asked that the City convey the Abandoned Property to it for the
value of$11,520.95;and
WHEREAS,the City is willing to so convey the Abandoned Property in the manner desired subject
to the terms and conditions set forth herein and in the ordinance whereby the City Council consents to the
abandonment; NOW THEREFORE,
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged,the Petitioner hereby agrees as follows:
I.
RECITALS
1.01 The findings of fact,recitations and provisions set forth in the recitals to this Release and Indemnity
Agreement (this "Agreement") are true and are adopted and made a part of the body of this Agreement,
binding the Parties hereto, as if the same were fully set forth herein.
II.
INDEMNITY AND RELEASE
2.01 Indemnit .
THE PETITIONER AGREES TO AND SHALL INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY OF BAYTOWN, ITS
OFFICERS, AGENTS AND EMPLOYEES, (COLLECTIVELY, THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES, DAMAGES AND SUITS OF EVERY KIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND
ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH
THE CITY'S ABANDONMENT OF THE PROPERTY CAUSED BY (I)
THE JOINT NEGLIGENCE OF THE CITY AND ANY OTHER
PERSON OR ENTITY AND/OR (II) THE SOLE OR JOINT
NEGLIGENCE OF THE PETITIONER. IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH THE PETITIONER
AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY THE PETITIONER TO
INDEMNIFY AND PROTECT THE CITY FROM THE
CONSEQUENCES OF I THE CITY'S OWN NEGLIGENCE WHERE
Release And Indemnity AAgreement,Page I
THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE
RESULTING DAMAGE AND/OR (II) THE NEGLIGENCE OF THE
PETITIONER. FURTHERMORE,THE INDEMNITY PROVIDED FOR
IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE
CITY FOR ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT
AND LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF
THE CITY, UNMIXED WITH THE FAULT OF ANY OTHER PERSON
OR ENTITY.
2.02 Legal Counsel. In the event that any action or proceeding is brought against the City by reason of
any matter for which the City is indemnified herein, the Petitioner further agrees and covenants to
defend the action or proceeding by legal counsel acceptable to the City.
2.03 Release. The Petitioner understands and agrees that by abandoning the Abandoned Property, the
City has not consented to litigation or suit, and any consent to litigation that it may have granted
by the terms hereof or any other contract or agreement, any charter, or applicable state law is
revoked. Nothing herein or any actions by the City shall be construed so as to limit or waive the
City's sovereign immunity. The Petitioner assumes full responsibility for its requested division of
Abandoned Property and hereby releases,relinquishes and discharges the City, its officers,agents,
and employees from all claims, demands, and causes of action of every kind and character,
including the cost of defense thereof, for any injury to or death of any person (whether they be
either of the parties hereto, their employees, or other third parties) and any loss of or damage to
property(whether the property be that of either of the parties hereto,their employees,or other third
parties) that is caused by or alleged to be caused by, arising out of, or in connection with the
Abandoned Property.
2.04 Binding upon Future Owners. The Petitioner understands and agrees that the release and indemnity
obligations contained herein shall be incorporated into the quitclaim deed used to convey the
Abandoned Property and shall be a covenant running with the land.
III.
MISCELLANEOUS
3.01 Choice of Law, Venue. This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Texas, regardless of the place of its
execution or performance. The place of making and the place of performance for all purposes shall
be Baytown,Harris County,Texas.
3.02 Severability. Should any provision of this Release and Indemnity Agreement be determined to be
invalid or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.
3.03 Ambi uities. In the event of any ambiguity in any of the terms of this Release and Indemnity
Agreement, it shall not be construed for or against any party hereto on the basis that such party did
or did not author the same.
3.04 Agreement Read. The Petitioner acknowledges that its officer executing this agreement has read,
understands and intends to be bound by the terms and conditions of this Agreement.
3.05 Authority. The persons executing this Agreement hereby represent that they have full authority to
execute this Agreement and to bind the Petitioner.
Release And Indemnity Agreement,Page 2
3.06 Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original,and all of which,taken together,shall constitute but one and the same
instrument,which may be sufficiently evidenced by one counterpart.
Signed this day of ,2022.
Nilok Chemicals Inc.
STATE OF §
COUNTY OF §
Before me on this day personally appeared
in his/her individual capacity and as Trustee, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed.
SUBSCRIBED AND SWORN before me this_ day of 12022.
Notary Public in and for the State of
Signed this day of ,2022.
Rick Davis,City Manager
City of Baytown
R!Trevor'needlepoint rd abandonlRELEASE AND INDEMNITY AGREEMENT.docx
Release And Indemnity Agreement,Page 3
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