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Ordinance No. 15,674 ORDINANCE NO. 15,674 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL DISTRICT AGREEMENT WITH CHEVRON PHILLIPS CHEMICAL COMPANY, LP; AND PROVIDING FOR THE EFFECTICTIVE DATE THEREOF. ****************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Sectionl: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to an Industrial District Agreement with Chevron Phillips Chemical Company, LP. A copy of said Industrial District Agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes. Section 2: 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 vote of the City Council of the City of Baytown,this 11 t"day of January, 2024. ANDON CAPETILLO, ayor ATTEST: 6PYTOWj� �` opeoeeeoeoe'�F P ANGEL ACKSON, i�ysCle a V• e o ��A�OO .veO s OF, F APPROVED AS TO FORM: SCOTT L OND, City Attorney Q:Economic Development Team ED.CP CHEM IDA ORDINANCE 1.1 1.2024.docx EXHIBIT “A” - 1 - Industrial District Agreement This Industrial District Agreement (this “Agreement”) is made and entered into by and between the City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as the “City,” and Chevron Phillips Chemical Company LP, a Delaware limited partnership, hereinafter referred to as the “Property Owner,” and is executed on the dates of execution of this Agreement as set forth immediately above the respective signatures of the City and the Property Owner below, but this Agreement shall be effective at 11:59 p.m. on December 31, 2023 (the “Effective Time”). The City and the Property Owner are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.” In consideration of the promises and of the mutual covenants and agreements herein contained, it is agreed by and between the City and the Property Owner as follows: ARTICLE I Definitions As used herein, the following terms shall have the following meanings: “Act of Default” or “Default” means a failure to timely, fully, and completely comply in any material respect with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties in this Agreement. “Additional Land” means any land (other than the Initial Land) that (i) is located within the Extraterritorial Jurisdiction, (ii) is owned by the Property Owner and/or any of its Affiliates, whether now or in the future, and (iii) is made subject to this Agreement pursuant to Section 5.5. “Additional Land Election Notice” has the meaning assigned to such term in Section 5.5(A). “Affiliate” of any specified person or entity means any other person or entity which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under direct or indirect common control with such specified person or entity. For purposes of this definition “control” when used with respect to any person or entity means the right to direct the management or operations of such Person or entity, directly or indirectly, whether through the ownership (directly or indirectly) of securities, by contract or otherwise, and the terms “controlled” and “under direct or indirect common control with” have meanings correlative to the foregoing. “Agreement” has the meaning assigned to such term in in the Preamble of this Agreement. “Annual Payment Amount” means, for each of the Tax Years 2024 through and including 2035, and subject to the provisions of Section 6.4, an aggregate amount equal to the sum of: (a) the PILOT Payment Amount for such Tax Year, plus (b) the Supplemental Payment (if any) for such Tax Year. “Calculation Dispute” has the meaning assigned to such term in Section 6.1. EXHIBIT “A” - 2 - “City” has the meaning assigned to such term in in the Preamble of this Agreement. “City First Notice” has the meaning assigned to such term in Section 8.1. “City’s Calculation” has the meaning assigned to such term in Section 6.1. “City’s Recalculation” has the meaning assigned to such term in Section 6.3. “Company First Notice” has the meaning assigned to such term in Section 8.2. “Covered Land” means, at any time and from time to time during the Term, the Initial Land and any Additional Land, collectively. “Disannexed Land” has the meaning assigned to such term in Section 6.4(B). “Effective Tax Rate” means, for each of the Tax Years 2024 through and including 2035, an amount equal to: (a) the property tax rate per $100 of taxable value adopted by the City for such Tax Year, multiplied by (b) sixty-six percent (66%). For purposes of this Agreement, the Effective Tax Rate for any Tax Year shall be expressed as a percentage for purposes of all calculations under this Agreement that require the use of the Effective Tax Rate for such Tax Year. For example, an Effective Tax Rate of $0.50 per $100 of taxable value shall be expressed as 0.50%. “Effective Time” has the meaning assigned to such term in in the Preamble of this Agreement. “Extraterritorial Jurisdiction” means the extraterritorial jurisdiction (as defined in Chapter 42 of the Texas Local Government Code or any successor provision) of the City as it exists as of the Effective Time, as the same may be expanded or reduced after the Effective Time. “Extraterritorial Jurisdiction Services Agreement” has the meaning assigned to such term in Section 5.4. “Final Determination” means (i) a decision, judgment, decree or other order of a court or other governmental authority (including the Harris County Appraisal Review Board or the Chambers County Appraisal Review Board, as applicable) with appropriate jurisdiction, which has become final and non-appealable; (ii) a final and binding settlement or compromise with a governmental authority (including the Harris County Appraisal District or the Chambers County Appraisal District, as applicable) with appropriate jurisdiction; or (iii) any other final disposition, including by reason of the expiration of the applicable statute(s) of limitations or by mutual agreement of the Parties. “Industrial District” has the meaning assigned to such term in Article III. EXHIBIT “A” - 3 - “Initial Land” means the parcels of land depicted in the map attached hereto as Exhibit A and further described by reference to the Harris County Appraisal District Account Numbers listed in the table included as part of Exhibit A attached hereto. “Mortgage” has the meaning assigned to such term in Section 9.18. “Mortgagee” has the meaning assigned to such term in Section 9.18. “Owner Value Amount” means, for each of the Tax Years 2024 through and including 2035, and subject to the provisions of Section 6.4, the aggregate amount of the Taxable Value (determined as of January 1 of such Tax Year) of (i) the Covered Land, and (ii) all of the Property Owner’s tangible property, real, personal or mixed, that is located on the Covered Land. “Party” and “Parties” have the respective meanings assigned to such terms in the Preamble of this Agreement. “Pending Appeal” has the meaning assigned to such term in Section 6.3. “PILOT Payment Amount” means, for each of the Tax Years 2024 through and including 2035, and subject to the provisions of Section 6.4, an aggregate amount (but not less than zero) equal to: (a) the Owner Value Amount for such Tax Year, multiplied by (b) the Effective Tax Rate for such Tax Year. “Preliminary Annual Payment Amount” has the meaning assigned to such term in Section 6.3. “Prevailing Party” has the meaning assigned to such term in Section 9.3. “Property Owner” has the meaning assigned to such term in in the Preamble of this Agreement. “Property Supplement” means each written agreement, substantially in the form of Exhibit B attached hereto, executed between the Property Owner and/or one or more of its Affiliates and the City pursuant to which a tract or parcel of land owned by the Property Owner and/or one or more of its Affiliates and located within the Extraterritorial Jurisdiction is made subject to the terms and provisions of this Agreement pursuant to Section 5.5. “Recalculation Dispute” has the meaning assigned to such term in Section 6.3. “Re-conveyed Land” has the meaning assigned to such term in Section 6.4(A). “Supplemental Payment” means, with respect to each of the Tax Years 2027, 2028, 2029, 2030, 2031, and 2032, the payment amount set forth in the following schedule for such Tax Year: EXHIBIT “A” - 4 - SUPPLEMENTAL PAYMENTS SCHEDULE TAX YEAR PAYMENT AMOUNT 2027 $2,000,000.00 2028 $2,000,000.00 2029 $2,000,000.00 2030 $2,000,000.00 2031 $2,000,000.00 2032 $2,000,000.00 TOTAL SUPPLEMENTAL PAYMENTS $12,000,000.00 “Tax Year” has the meaning assigned to such term in Section 1.04(13) of the Texas Tax Code or any successor provision (i.e., the calendar year). “Taxable Value” shall have the meaning assigned to such term in Section 1.04(10) of the Texas Tax Code or any successor provision, and for the avoidance of doubt, the determination of the Taxable Value of any property for purposes of this Agreement shall reflect and take into account any exemption (including the exemption for pollution control property under Section 11.31 of the Texas Tax Code or any successor provisions), special appraisal, or other property tax benefit available under applicable law; provided, however, that notwithstanding the foregoing, in no event shall any such determination reflect or otherwise take into account any exemption, abatement, limitation or other reduction in value (i) provided for in any agreement between the Property Owner and/or any of its Affiliates, on the one hand, and any Taxing Unit other than the City, on the other hand, for the purpose of providing an economic development property tax incentive, including any tax abatement agreement entered into under Chapter 312 of the Texas Tax Code (or any successor provisions thereto) or any agreement entered into under Chapter 313 of the Texas Tax Code (or any successor provisions thereto), or (ii) allowed by any Taxing Unit other than the City where such Taxing Unit has or had the option under Texas law to determine whether such exemption, abatement, limitation or other reduction in value would be allowed by such Taxing Unit (examples of Texas law providing a Taxing Unit with such an option include the exemption under each of Section 11.251 and Section 11.253 of the Texas Tax Code). “Taxing Unit” has the meaning assigned to such term in Section 1.04(12) of the Texas Tax Code or any successor provision. “Term” has the meaning assigned to such term in Article IV. ARTICLE II Authority This Agreement is made under the authority of Texas Local Government Code §42.044, article XI, §5 of the Texas Constitution and other applicable law. EXHIBIT “A” - 5 - ARTICLE III Identification of Property and Industrial District This Agreement includes provisions concerning certain real property and tangible personal property owned by the Property Owner and located in the Extraterritorial Jurisdiction. The Property Owner owns the Initial Land, and acting pursuant to the above mentioned authority, the City Council of the City has, by ordinance, designated the Initial Land as an industrial district the name of which is “Bayto wn Industrial District No. 2” (such industrial district, as the boundaries of same may be modified as provided in Section 5.5(B), is referred to herein as the “Industrial District”). ARTICLE IV Term The term of this Agreement (the “Term”) is twelve (12) years beginning at the Effective Time and ending at 11:59 p.m. on December 31, 2035, unless this Agreement is sooner terminated under the provisions hereof. This Agreement shall become effective and binding on the Parties at the Effective Time when one or more counterparts have been signed by each of the Parties and delivered to the other Party. This Agreement supersedes any prior existing agreements between the Property Owner and the City relating to the subject matter hereof and governing all or any portion of the Covered Land; and to the extent any such prior existing agreement required payment on or after January 1, 2024, such payment obligations are hereby canceled and are superseded by the provisions contained herein. Upon the expiration or termination of this Agreement, the immunity from annexation for the Covered Land granted herein shall terminate at the time of such expiration or termination unless this Agreement is extended, or replaced with a similar agreement, that provides for immunity from annexation for the Covered Land for an additional period or periods of time. ARTICLE V Land Annexation and Usage 5.1 Immunity from Annexation. The City covenants, agrees and guarantees that, without regard to the City’s right and power under existing or subsequently enacted law, and subject to the Property Owner’s compliance with the applicable terms of this Agreement, the Covered Land shall remain in the Extraterritorial Jurisdiction and shall be immune from annexation (whether partial, whole, full purpose, limited purpose or otherwise), and shall not be annexed by the City, during the Term. 5.2 Immunity from City Rules and Regulations. The City and the Property Owner agree that during the Term, with respect to the Covered Land, any use or development thereof, and any business, activities, facilities, improvements, operations or personnel thereon, the City shall not require or attempt to require compliance with, or otherwise extend or enforce or attempt to extend or enforce, any of its rules, regulations, ordinances, restrictions or authority. Without limiting the generality of the foregoing, the City agrees that during the Term: (A) it shall not regulate the use of any building or property within the Covered Land for business, industrial, residential, or other purposes; EXHIBIT “A” - 6 - (B) it shall not extend, by ordinance or otherwise, to the Covered Land any rules or regulations: (i) governing plats, lot size, subdivisions of land, general plans, zoning or development plats, (ii) with respect to payment or performance bonds with regard to construction of improvements, (iii) prescribing or imposing any building, electrical, plumbing, inspection code or similar or related code or codes, permits, standards or equipment requirements with respect to the Covered Land, or any facilities, improvements or operations thereon, (iv) requiring the Property Owner or any of its Affiliates to either dedicate land for park purposes or contribute to a special fund to be used for neighborhood parks, or (v) that seek to exercise, in any manner whatsoever, any control over the conduct of business or construction or operation of improvements thereon; and (C) it shall not impose, or seek to collect, any fees, assessments, or penalties associated with impact fees, building permits, or park fees upon any of the Covered Land. Notwithstanding the foregoing, the Parties acknowledge that an Extraterritorial Jurisdiction Services Agreement between the City and the Property Owner may require the Property Owner’s compliance with certain rules or regulations directly relating to the City’s provision of services to the Property Owner thereunder. The Parties expressly acknowledge that the Covered Land may be subject to generally applicable regulatory oversight by federal, state, and other governmental agencies having jurisdiction, but not including the City. If the City has any concern regarding the application of any such regulatory oversight to any portion of the Covered Land, the City shall provide at least thirty (30) days prior written notice to the Property Owner detailing the City’s concern prior to contacting or coordinating with any such agency regarding such regulatory concern. Notwithstanding the foregoing, or anything to the contrary in this Agreement, in no event shall failure by the Property Owner or any of its Affiliates to comply with federal, state or local statutes, laws, ordinances, rules or regulations applicable to any portion of the Covered Land constitute a default by the Property Owner or any of its Affiliates under this Agreement or entitle the City to exercise any remedies under this Agreement with respect to such failure. 5.3 Survival of Immunity. The immunities contained in Section 5.1 and Section 5.2 are a contractual obligation authorized by Texas Local Government Code §42.044 and shall be effective during the Term notwithstanding any changes to regulatory controls applicable to the Extraterritorial Jurisdiction which may be authorized in the future by state law. 5.4 City Services. During the Term, the City shall have no obligation to extend to the Covered Land or any improvements or operations thereon, any utility, fire protection, or other City services, except for services that are being provided to the Property Owner or any of its Affiliates on the date hereof, or as the City and the Property Owner or any of its Affiliates shall otherwise EXHIBIT “A” - 7 - agree (any such agreement, and any amendment or successor agreement thereto, an “Extraterritorial Jurisdiction Services Agreement”). 5.5 Property Owner Election to Add Additional Land. (A) The Property Owner may, at its election and option exercised at any time and from time to time during the Term, elect to include as Additional Land subject to this Agreement any tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates within the Extraterritorial Jurisdiction that is not then subject to this Agreement. To exercise such right and option, the Property Owner shall provide written notice to the City thereof (an “Additional Land Election Notice”), which Additional Land Election Notice shall be accompanied by either (i) a legal description of the Additional Land designated by the Property Owner, along with a survey thereof, or (ii) a map depicting the parcel or parcels of land included in the Additional Land, along with a table listing the Harris County Appraisal District Account Numbers and/or the Chambers County Appraisal District Account Numbers, as applicable, that identify the Additional Land. (B) Promptly after the City’s receipt of an Additional Land Election Notice and accompanying information, (i) the City shall take all necessary actions to modify the boundaries of the Industrial District to include in the Industrial District the Additional Land that is the subject of such Additional Land Election Notice, and (ii) the Property Owner and/or one or more of its Affiliates, as applicable, and the City shall each execute, acknowledge and deliver to one another a Property Supplement with respect to such Additional Land. Effective as of the date of such Additional Land Election Notice, the Additional Land described therein shall be subject to the immunities described in Section 5.1 and Section 5.2. Notwithstanding any contrary provisions hereof, the right to add any land as Additional Land is personal to the Property Owner and its Affiliates and shall not inure to the benefit of, or be exercisable by, any other owner of land within the Extraterritorial Jurisdiction. 5.6 Certain Covenants of the City. As a material and fundamental inducement to the Property Owner to execute and enter into this Agreement and agree to pay the Supplemental Payments, the City covenants and agrees with and for the benefit of the Property Owner as follows: (A) (1) The City agrees that it shall not, at any time on or after the Effective Time and through the expiration of the Term, voluntarily, involuntarily, or otherwise, transfer, release, swap, or reduce any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, whether pursuant to Chapter 42 of the Texas Local Government Code or otherwise, and shall not, at any time on or after the Effective Time and through the expiration of the Term, voluntarily, involuntarily, or otherwise, enter into an agreement with any municipality resulting in the transfer, release, swap, or reduction of any of the Extraterritorial Jurisdiction. Without limiting the generality of the foregoing, if (i) any attempt is made by another municipality to annex any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, (ii) any attempt is made by another municipality to include within the extraterritorial jurisdiction of such municipality any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, or (iii) any EXHIBIT “A” - 8 - incorporation of any new municipality should attempt to include within the boundaries or extraterritorial jurisdiction of such municipality any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, the City, in collaboration with the Property Owner, shall promptly and jointly seek a temporary and permanent injunction against such annexation, inclusion or incorporation, and the City and the Property Owner shall take any other legal action necessary or advisable under the circumstances to prevent such annexation, inclusion or incorporation. The cost of the legal action shall be borne equally by the City and the Property Owner; provided, however, that the fees of any special legal counsel shall be paid by the Party retaining same. (2) Notwithstanding the foregoing, if the City is required by law to transfer, release, swap, or reduce any of the Extraterritorial Jurisdiction with the effect of removing from the Extraterritorial Jurisdiction any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, the Property Owner and the owner of such portion may initiate a voluntary petition to the City to include such portion within the City’s Extraterritorial Jurisdiction, and the City shall consent to such voluntary petition to the fullest extent permitted by law. (3) Should, for any reason, any such portion be prevented from being included within the City’s Extraterritorial Jurisdiction, then (i) the City shall immediately release the Property Owner and the owner of the applicable transferred, released, swapped, or reduced land from any further obligation to make payment of the PILOT Payment Amount under this Agreement with respect to the transferred, released, swapped, or reduced land, and (ii) the Property Owner and such owner’s sole additional remedy shall be to exercise its remedies under Section 4.7(C) of this Agreement with respect to the applicable transferred, released, swapped, or reduced land; and this Agreement shall not be terminated. (B) It is the intent of the Parties that the City will not adopt, implement, or impose any fees, charges, or taxes of any kind (including any interest, penalties, fines, or additional amounts in respect thereof) applicable to any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction. However, if the City adopts, implements, or imposes any fees, charges, or taxes of any kind (including any interest, penalties, fines, or additional amounts in respect thereof) applicable to all land within its Extraterritorial Jurisdiction (including the Covered Land and any and all other tracts or parcels of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction), the Property Owner and/or one or more of its Affiliates, as applicable, shall be entitled to offset an amount equal to such fees, charges, and/or taxes (including any interest, penalties, fines, or additional amounts in respect thereof) against its Annual Payment Amount. Such offset shall be applied to the Annual Payment Amount for the duration of the requirement to pay the fee, charge, or tax. (C) If the agreements of the City in Section 5.6(A) or Section 5.6(B) are unlawful or unenforceable for any reason and either (1) the City transfers, releases, swaps, or reduces any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable EXHIBIT “A” - 9 - time, within the Extraterritorial Jurisdiction and as a result thereof, directly or indirectly, any fees, charges or taxes (including any interest, penalties, fines, or additional amounts in respect thereof) are imposed upon any portion of any of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, or (2) the City adopts or implements any fees, charges or taxes (including any interest, penalties, fines, or additional amounts in respect thereof) with regard to any portion of the Covered Land or any other tract or parcel of land acquired or owned by the Property Owner or any of its Affiliates that is not then subject to this Agreement and is, at the applicable time, within the Extraterritorial Jurisdiction, then, in either case (and without limitation of the rights and remedies available pursuant to Section 8.1 below), the Property Owner and/or one or more of its Affiliates, as applicable, affected thereby, shall have the right to offset the amount of such fees, charges and taxes (including any interest, penalties, fines, or additional amounts in respect thereof) paid by the Property Owner and/or one or more of its Affiliates, as applicable, against payments of the Annual Payment Amount due from the Property Owner and/or one or more of its Affiliates, as applicable, (and thereafter becoming due) until the Property Owner and/or one or more of its Affiliates, as applicable, has recouped the amount of such fees, charges and taxes (including any interest, penalties, fines, or additional amounts in respect thereof) through such offset. ARTICLE VI Industrial District Payments 6.1 Annual Calculation Statements; Disputes. On or before December 1st of each of the Tax Years 2024 through and including 2035, the City shall deliver to the Property Owner a written statement setting forth the calculation of the Annual Payment Amount due from the Property Owner for such Tax Year (the “City’s Calculation”). For each of such Tax Years, the Property Owner shall have forty-five (45) days after receipt of the City’s Calculation to dispute the City’s Calculation by providing written notice to the City (a “Calculation Dispute”). The Property Owner’s notice of a Calculation Dispute shall contain the reason for the dispute and a calculation of the Property Owner’s determination of the Annual Payment Amount for such Tax Year. The City and the Property Owner shall meet in person within fifteen (15) days after receipt by the City of such notice of a Calculation Dispute to attempt to resolve any disparities. If the Property Owner does not provide notice of a Calculation Dispute within forty-five (45) days following receipt of the City’s Calculation, the City’s Calculation shall be deemed approved and binding upon the City and the Property Owner, in the absence of manifest error. 6.2 Payment by the Property Owner. Subject to the provisions of Section 6.3, with respect to each of the Tax Years 2024 through and including 2035, the Property Owner shall remit to the City the Annual Payment Amount due with respect to such Tax Year on or before the later of (i) the January 31 immediately following the end of such Tax Year, (ii) sixty (60) days after the City delivers to the Owner the City’s Calculation with respect to such Tax Year, and (iii) in the case of a Calculation Dispute, fifteen (15) days after such Calculation Dispute is resolved. 6.3 Effect of Appeal or Other Adjustment on Annual Payment Amount. If at the time the City prepares the City’s Calculation for any of the Tax Years 2024 through and including 2035 there are any administrative or judicial protests, appeals, or other proceedings pending with respect to all or any portion of the Owner Value Amount for such Tax Year or with respect to EXHIBIT “A” - 10 - any aspect of the determination of the Effective Tax Rate (a “Pending Appeal”), the City shall prepare the City’s Calculation with respect to such Tax Year, and any Calculation Dispute with respect thereto shall be resolved, on the basis of the Owner Value Amount for such Tax Year as most recently certified by the Harris County Appraisal District and/or the Chambers County Appraisal District, as applicable, and the property tax rate per $100 of taxable value adopted by the City (any Annual Payment Amount so calculated and resolved for such Tax Year in the case of any Pending Appeal is referred to herein as the “Preliminary Annual Payment Amount”). Upon the occurrence of a Final Determination of any such Pending Appeal, the City shall promptly recalculate the amount of the Annual Payment Amount due from the Property Owner for such Tax Year to reflect any change in such certified Owner Value Amount or such property tax rate per $100 of taxable value adopted by the City, as the case may be, resulting from such Final Determination and shall deliver to the Property Owner a written statement setting forth such recalculation and the amount, if any, by which the Annual Payment Amount so recalculated exceeds the Preliminary Annual Payment Amount (as appropriately adjusted, if applicable, to reflect any previous payment(s) resulting from any previous recalculation(s) of the Annual Payment Amount under this Section 6.3), or the Preliminary Annual Payment Amount (as so adjusted, if applicable) exceeds the Annual Payment Amount so recalculated, as the case may be (the “City’s Recalculation”). The Property Owner shall have forty-five (45) days after receipt of the City’s Recalculation to dispute the City’s Recalculation by providing written notice to the City (a “Recalculation Dispute”). The Property Owner’s notice of a Recalculation Dispute must contain the reason for the dispute and a calculation of the Property Owner’s determination of the Annual Payment Amount for such Tax Year. The City and the Property Owner shall meet in person within fifteen (15) days after receipt by the City of such notice of a Recalculation Dispute to attempt to resolve any disparities. If the Property Owner does not provide notice of a Recalculation Dispute within forty-five (45) days following receipt of the City’s Recalculation, the City’s Recalculation shall be deemed approved and binding upon the City and the Property Owner, in the absence of manifest error. If: (i) the Annual Payment Amount so recalculated (and, if applicable, resolved) exceeds the Preliminary Annual Payment Amount (as so adjusted, if applicable), then the Property Owner shall pay the amount of such excess, without interest or penalty, to the City on or before the later of (i) sixty (60) days after the City delivers to the Property Owner the City’s Recalculation with respect to such Tax Year, and (ii) in the case of a Recalculation Dispute, fifteen (15) days after such Recalculation Dispute is resolved; and (ii) the Preliminary Annual Payment Amount (as so adjusted, if applicable) exceeds the Annual Payment Amount so recalculated (and, if applicable, resolved), then the City shall pay the amount of such excess, without interest or penalty, to the Property Owner on or before the later of (i) sixty (60) days after the City delivers to the Property Owner the City’s Recalculation with respect to such Tax Year, and (ii) in the case of a Recalculation Dispute, fifteen (15) days after such Recalculation Dispute is resolved. 6.4 Certain Matters Relating to the Calculation of the Annual Payment Amount for the Tax Year 2024. (A) The Parties acknowledge that the Initial Land includes an 81.589-acre tract of land EXHIBIT “A” - 11 - (the “Re-conveyed Land”) re-conveyed by the City to the Property Owner before the Parties’ execution of this Agreement. The Parties agree that for purposes of the calculation of the PILOT Payment Amount for the Tax Year 2024, the Owner Value Amount relating to such 81.589-acre tract of land and any tangible property located thereon shall be determined as though such 81.589- acre tract of land and any tangible property located thereon were taxable property owned by the Property Owner on January 1, 2024, notwithstanding any appraisal records prepared by the Harris County Appraisal District for the Tax Year 2024 that (i) list such 81.589-acre tract of land and any tangible property located thereon in the name of the City as the owner, or (ii) reflect that such 81.589-acre tract of land and any tangible property located thereon are exempt property by reason of ownership by the City. (B) The Parties further acknowledge that the Initial Land includes a 366.769-acre tract of land (which includes the Re-conveyed Land), a 104.534-acre tract of land, and a 64.183-acre tract of land, all of which tracts of land (collectively, the “Disannexed Land”) were disannexed by the City before the Parties’ execution of this Agreement, but after January 1, 2024. To the extent any of the Disannexed Land and/or any tangible property located thereon is subject to property taxation by the City for the Tax Year 2024 (whether by reason of any appraisal records prepared by the Harris County Appraisal District for the Tax Year 2024 that reflect such Disannexed Land and/or such tangible property located thereon is located within the boundaries of the City and subject to property taxation by the City, or otherwise), the Parties agree that (i) the calculation of the PILOT Payment Amount due from the Property Owner for the Tax Year 2024 shall exclude such Disannexed Land and/or such tangible property located thereon and the Owner Value Amount related thereto from the calculation of the PILOT Payment Amount for the Tax Year 2024, and (ii) the PILOT Payment Amount for the Tax Year 2024 so calculated shall be reduced by an amount equal to the portion of the City’s property taxes imposed on such Disannexed Land and/or such tangible property located thereon for the Tax Year 2024 that is in excess of the PILOT Payment Amount that would have been required to be paid to the City under this Agreement for the Tax Year 2024 with respect to such Disannexed Land and/or such tangible property located thereon had such Disannexed Land been disannexed prior to January 1, 2024, and included in the calculation of the Annual Payment Amount. ARTICLE VII Representations 7.1 Representations of the City. The City hereby represents and warrants to the Property Owner that as of the Effective Time: (A) The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The City has the power, authority and legal right under the laws of the State of Texas to enter into and perform this Agreement and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the creation of any lien, charge, EXHIBIT “A” - 12 - encumbrance or security interest upon any assets of the City under, any agreement or instrument to which the City is a party or by which the City or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the City and constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person that has not been obtained. 7.2 Representations of the Property Owner. The Property Owner hereby represents and warrants to the City that as of the Effective Time: (A) The Property Owner is duly organized and existing and in good standing as a limited partnership under the laws of the State of Delaware and is in good standing in the State of Texas. The Property Owner is registered with the Texas Secretary of State and authorized to transact business in the State of Texas. (B) The Property Owner has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof (i) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation applicable to the Property Owner, and (ii) do not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the Property Owner under, any agreement or instrument to which the Property Owner is a party or by which the Property Owner or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the Property Owner and constitutes a legal, valid and binding obligation of the Property Owner, enforceable in accordance with its terms except to the extent that such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights. (D) The execution, delivery and performance of this Agreement by the Property Owner do not require the consent or approval of any person that has not been obtained. ARTICLE VIII Default 8.1 City Default. In the event of an occurrence of an Act of Default by the City (including the City’s breach or attempted breach of its covenants and agreements contained in Section 5.1 and Section 5.2), and such Act of Default continues (i) for a period of thirty (30) days following written notice of such failure describing in reasonable detail the particulars relating thereto (the “City First Notice”) from the Property Owner to the City, and (ii) for a period of ten (10) days following a second notice of such failure from the Property Owner to the City (which second notice shall be sent not earlier than thirty-one (31) days after the date the City First Notice is sent and shall be marked conspicuously with “SECOND NOTICE —- FAILURE TO PAY EXHIBIT “A” - 13 - OR PERFORM WITHIN TEN DAYS FOLLOWING THE DATE OF THIS NOTICE SHALL CONSTITUTE A DEFAULT UNDER THE INDUSTRIAL DISTRICT AGREEMENT DATED ________________, 2024”), then the Property Owner and its Affiliates affected by such Default shall, in addition to any other rights and remedies set forth in this Agreement and all rights and remedies available at law or in equity, be entitled to specific performance and temporary and permanent injunctive and any other equitable relief from the date of such Act of Default for the balance of the Term (without proof of actual damage or inadequacy of legal remedy and without the necessity of posting a bond). The City stipulates and agrees that damages may not be an adequate remedy to the Property Owner and its Affiliates for the City’s breach of this Agreement, and that injunctive relief with respect to any breach, or threatened breach, of this Agreement by the City is appropriate and necessary to provide the Property Owner and its Affiliates the benefits of this Agreement. 8.2 Property Owner Default. In the event the Property Owner fails to pay to the City by the date prescribed by Section 5.2 the full Annual Payment Amount owed to the City, or fails to perform in any material respect any other covenant or agreement in this Agreement, and such failure continues (i) for a period of thirty (30) days following written notice of such failure describing in reasonable detail the particulars relating thereto (the “Company First Notice”) from the City to the Property Owner, and (ii) for a period of ten (10) days following a second notice of such failure from the City to the Property Owner (which second notice shall be sent not earlier than thirty-one (31) days after the date the Company First Notice is sent and shall be marked conspicuously with “SECOND NOTICE —- FAILURE TO PAY OR PERFORM WITHIN TEN DAYS FOLLOWING THE DATE OF THIS NOTICE SHALL CONSTITUTE A DEFAULT UNDER THE INDUSTRIAL DISTRICT AGREEMENT DATED ________________, 2024”), then the City shall have the right to institute suit for and collect and enforce a judgement against the Property Owner for such payment and the City shall have the option to terminate this Agreement. The applicable period described above for curing any such failure shall toll, and shall not be considered for any purpose as having run, beginning upon the day the Property Owner files a petition in district court in Harris County, Texas, to determine whether such failure has in fact occurred under this Agreement and/or to determine whether any attempt to cure has been sufficient. The tolling described in the preceding sentence will end, and the time period during which a cure of any such failure must be made will again begin to run, upon the issuance of a final court decision and all appeals therefrom are exhausted. Should this Agreement be terminated as provided in this Section 8.2, the City may, to the extent permissible under then-current state law, pursue annexation of the Covered Land as to which this Agreement has been terminated to the fullest extent permissible under then-current state law. ARTICLE IX Miscellaneous Provisions 9.1 No Personal Liability. To the maximum extent permitted under the laws of the State of Texas, no director, officer, employee or agent of the City or the Property Owner or any of its Affiliates shall be personally responsible for, or have any liability arising under or growing out of, this Agreement. 9.2 Binding Effect; Assignment. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and assigns and shall be deemed covenants EXHIBIT “A” - 14 - running with the Covered Land and inure to the benefit of each successor in title to the Property Owner or any of its Affiliates to any part of the Covered Land (including any Mortgagee that may acquire title to any part thereof by reason of foreclosure of the Mortgage held by it or acceptance of a deed in lieu of foreclosure); provided, however, that, as aforesaid in Section 5.5, the right to add land as Additional Land is personal to the Property Owner and its Affiliates. Nothing in this Agreement shall prohibit the Property Owner (or, as applicable, any of the Property Owner’s Affiliates), from selling, transferring, conveying, exchanging or otherwise disposing or divesting all or any portion of any of the Covered Land to another person or entity (including any of the Property Owner’s Affiliates); and following any such sale, transfer, conveyance, exchange or other disposition or divestiture this Agreement shall continue to be applicable to such portion of the Covered Land; provided, however, that the Property Owner shall remain liable and responsible for payment of all Annual Payment Amounts owed to the City under this Agreement and for compliance with and performance of all of the Property Owner’s covenants and agreements contained in this Agreement unless the City and such other person or entity enter into an agreement covering the portion of the Covered Land sold, transferred, conveyed, exchanged or otherwise disposed or divested to such other person or entity, in which event the City and the Property Owner shall negotiate in good faith with each other to mutually agree on the form and substance of an amendment to this Agreement to remove such portion of the Covered Land from this Agreement and to eliminate, with respect to such portion of the Covered Land, the Property Owner’s future liability and responsibility for payment of Annual Payment Amounts and for compliance with and performance of all of the Property Owner’s covenants and agreements contained in this Agreement. The City agrees that it will negotiate in good faith with any such other person or entity to mutually agree on the form and substance of such an agreement covering the portion of the Covered Land sold, transferred, conveyed, exchanged or otherwise disposed or divested to such other person or entity. As a matter which does not concern the City, the Property Owner and any such other person or entity may agree between or among themselves as to who shall be liable and responsible for payment of all or any portion of the Annual Payment Amounts owed to the City under this Agreement and for compliance with and performance of all or any portion of the Property Owner’s covenants and agreements contained in this Agreement 9.3 Attorneys’ Fees. If any legal action or proceeding is commenced between the City and the Property Owner based on this Agreement, the Prevailing Party in the legal action will be entitled to recover its reasonable attorneys’ fees and expenses incurred by reason of such action, to the extent allowed by law. The term “Prevailing Party” is defined to mean the Party who obtains a determination of wrongful conduct by the other Party, whether or not that Party obtains monetary, declaratory, injunctive, equitable or nominal relief. 9.4 Notice. All notices, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon actual receipt or refusal of delivery or (b) if earlier, and whether or not actually received, (i) one (1) business day after deposit with a recognized overnight delivery service (such as DHL, Federal Express or UPS) for next business day delivery, properly addressed to the intended recipient, with delivery charges prepaid by, or billed to, the sender, or (ii) three (3) business days after deposit with the United States mail, registered or certified mail, return receipt requested, postage prepaid, properly addressed to the intended recipient. Notwithstanding the foregoing, the City and the Property Owner may from time to time agree upon other means of notice, as between the City and the Property Owner. The initial notice addresses for the Parties are as follows: EXHIBIT “A” - 15 - The City: City of Baytown Attention: City Manager P.O. Box 424 Baytown, Texas 77522 Copy to: City of Baytown Attention: City Attorney P.O. Box 424 Baytown, Texas 77522 The Property Owner: Chevron Phillips Chemical Company LP Attn: Real Estate & Property Tax Services Manager (currently Chaney T. Moore) 10001 Six Pines Drive, Room 7126B The Woodlands, TX 77380 Copy to: Chevron Phillips Chemical Company LP Ryan & Company 1001 Congress Avenue, Suite 1900 Austins, TX 78701-2750 Each Party may change its address for receipt of notices from time to time by at least ten (10) days prior written notice of such change to the other Party in accordance with this Section 9.4. 9.5 Governing Law, Venue, and Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to any of its conflicts of law principles. EACH PARTY AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT SHALL BE BROUGHT SOLELY IN ANY STATE OR FEDERAL COURT SITTING IN THE CITY OF HOUSTON, TEXAS. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF ANY SUCH COURT. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS THAT SUCH PARTY HERETO MAY HAVE TO ANY TRIAL BY JURY ON ANY ISSUE ARISING OUT OF ANY LITIGATION OR DISPUTES UNDER THIS AGREEMENT, SUCH PARTY INTENDING TO WAIVE AND FOREVER RELINQUISH ANY RIGHT UNDER APPLICABLE LAW PROVIDING FOR A RIGHT OF TRIAL BY JURY. 9.6 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected and it is also the intention of the Parties that, in lieu of each EXHIBIT “A” - 16 - provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 9.7 No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, their affiliates (including the Property Owner’s Affiliates), and their respective successors and permitted assigns, and shall not inure to the benefit of any other person whomsoever (other than successors in title to any of the land within the Covered Land and affiliates of each Party (including the Property Owner’s Affiliates) and their respective successors), it being the intention of the Parties that no third person (other than successors in title to any of the land within the (including the Property Owner’s Affiliates) and the affiliates of each Party (including the Property Owner’s Affiliates) and their respective successors) shall be deemed a third party beneficiary of this Agreement. 9.8 Relationship of the Parties. This Agreement shall not be construed or held to make the Parties partners in the conduct of any business or be deemed as establishing or creating any partnership or joint venture, joint enterprise, express or implied agency, or employer/employee relationship between the Parties. 9.9 Entire Agreement; Exhibits. This Agreement embodies the complete and final agreement of the Parties with respect to the subject matter of this Agreement and supersedes all oral or written, previous or contemporary, agreements between the Parties relating to matters in this Agreement. There are no unwritten oral agreements between the Parties with regard to the subject matter hereof. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein; provided, however, that in the event of any conflict between any of the provisions of any such exhibits and the provisions of this Agreement, the provisions of this Agreement shall control and prevail. 9.10 Amendments; Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties. Waiver of any term, condition or provision of this Agreement by any Party shall only be effective if in writing and shall not be construed as a waiver of any subsequent breach of, or failure to comply with, the same term, condition or provision, or a waiver of any other term, condition or provision of this Agreement. No course of dealing on the part of the Parties, nor any failure or delay by any Party with respect to exercising any right, power or privilege of such Party under this Agreement shall operate as a waiver thereof. 9.11 Construction. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any Party. The headings contained in this Agreement are for reference purposes only, are not to be considered a part hereof, and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context otherwise requires: (i) the word “including” shall mean “including, but not limited to,” (ii) words used in the singular shall also denote the plural, and words used in the plural shall also denote the singular, and (iii) (b) references to the terms “Article,” “Section,” “clause,” “Exhibit” and “Schedule” are references to the Articles, Sections, clauses, Exhibits and Schedules of this Agreement unless otherwise specified. EXHIBIT “A” - 17 - 9.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together, shall constitute but one and the same instrument, and this Agreement shall become effective at the Effective Time when one or more counterparts have been signed by each of the Parties and delivered to the other Party. 9.13 Execution and Delivery. A copy of this Agreement that is signed and transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. 9.14 Limitation on Certain Damages. Notwithstanding anything to the contrary in this Agreement, neither Party nor its affiliates (including the Property Owner’s Affiliates) shall be liable under this Agreement to the other Party or its affiliates (including the Property Owner’s Affiliates) for any special, punitive, indirect, consequential, exemplary, remote, speculative or similar damages, loss of value, loss of production, loss of financial advantage, loss of profit, or business interruptions, in each case, resulting from or arising out of this Agreement, however the same may be caused, whether or not advised of the possibility of same, and whether or not same are reasonably foreseeable. 9.15 Interpretation. Each of the Parties has been represented by counsel of its choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against either Party based on draftsmanship. 9.16 Subsequent Change. No subsequent change in the law regarding annexation or regulation by municipalities in the State of Texas shall affect the enforceability of any provisions of this Agreement, including the immunity from annexation of any of the Covered Land for the duration of the Term pursuant to the terms of this Agreement. 9.17 Additional Actions. The Parties each agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. 9.18 Mortgagee Protection. Upon receipt by the City of a written notice from the Property Owner that identifies one or more tracts or parcels of land within the Covered Land and sets forth the name and address of each holder (each a “Mortgagee”) of a deed of trust lien or mortgage (each a “Mortgage”) against such tract(s) or parcel(s) so identified and until such time as the City is advised otherwise in writing by such Mortgagee that it no longer has or holds a Mortgage (or the City is provided reasonable evidence that such Mortgagee no longer holds a Mortgage), any notice of default or breach hereof provided by the City to the Property Owner shall also be provided to such Mortgagee. Further, the City agrees to accept a cure of any such default by such Mortgagee and the cure thereof by such Mortgagee shall be with the same force and effect as if cured by the Property Owner. 9.19 Estoppels. Upon request of the Property Owner (or at the request of any Mortgagee), the City shall provide to the Property Owner (or such Mortgagee or a prospective EXHIBIT “A” - 18 - purchaser or successor in title), without charge and within thirty (30) days following such request, an estoppel certificate certifying to the requestor (and any other parties requested by such requestor) that this Agreement is in full force and effect, and that the Property Owner is not in default under this Agreement, nor has any event occurred, with the passage of time would ripen into a default, (or stating such default(s), if any, that are claimed by the City), and setting forth such other factual information with regard to this Agreement as may reasonably be requested and is true and correct. Upon request by the City to the Property Owner, the Property Owner shall provide to the City, without charge and within thirty (30) days following such request, an estoppel certificate certifying to the City (and any other parties the City may designate) that this Agreement is in full force and effect, and that the City is not in default under this Agreement, nor has any event occurred, with the passage of time would ripen into a default, (or stating such default(s), if any, that are claimed by the Property Owner), and setting forth such other factual information with regard to this Agreement as may reasonably be requested and is true and correct. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGES FOLLOW] EXHIBIT “A” - 19 - EXECUTED on ________________, 2024, to be effective as of the Effective Time. CITY OF BAYTOWN, TEXAS By: _______________________________ Name: _______________________________ Title: _______________________________ ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF HARRIS § BEFORE ME, the undersigned Notary Public, on this day personally appeared ____________________, ______________ of the City of Baytown, Texas, known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Baytown, Texas, for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE ___ DAY OF ______________, 2024. _________________________________________ NOTARY PUBLIC FOR THE STATE OF TEXAS Printed Name: _____________________________ My Commission Expires: ____________________ EXHIBIT “A” - 20 - EXECUTED on ________________ 2024, to be effective as of the Effective Time. CHEVRON PHILLIPS CHEMICAL COMPANY LP By: _______________________________ Name: _______________________________ Title: _______________________________ ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF _______________ § BEFORE ME, the undersigned Notary Public, on this day personally appeared ____________________, ______________ of Chevron Phillips Chemical Company LP, known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of Chevron Phillips Chemical Company LP for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE ___ DAY OF ______________, 2024. _________________________________________ NOTARY PUBLIC FOR THE STATE OF TEXAS Printed Name: _____________________________ My Commission Expires: ____________________ A-1 EXHIBIT A DEPICTION AND DESCRIPTION OF THE INITIAL LAND A-2 Harris County Appraisal District Account Numbers 0401680000015 1239630000019 0402210000052 0401680000020 1239630000020 0402210000054 0401680000128 1239630000021 0402210000056 0401680000164 1239630000023 0402210000129 0402210000406 1239630000024 0402210000148 1205090010018 1239630000025 0402210000149 1205090010021 1239630000027 0402210000153 1205090020012 1239630000028 0402210000155 1205090030011 0402210000147 0402210000156 1205090040003 0401680000001 0402210000163 1205090040007 0401680000022 0402210000164 1205090040008 0401680000028 0402210000165 1205090040009 0401680000115 0402210000171 1205090040011 0401680000134 0402210000189 1205090040012 0401680000135 0402210000200 1205090040013 0401680000136 0402210000414 1205090040022 0401680000142 0402210000434 1205090040025 0401680000143 0402210000437 1205090040029 0401680000144 0402210000465 1239630000001 0401680000145 0402210000472 1239630000002 0401680000158 0402210000488 1239630000005 0401680000161 0402210000555 1239630000006 0401680000165 0402210000679 1239630000007 0401680000166 0402210000776 1239630000009 0401680000195 0401680000020* 1239630000014 0401680000196 0402210000216* 1239630000015 0401680000197 0402210000700* 1239630000016 0401680000201 0402210000701* 1239630000017 0402210000050 0402210000005* 1239630000018 0402210000051 0402210000010* * A portion of the land identified by each of these accounts is Covered Land located within the Extraterritorial Jurisdiction and the remaining portion of the land identified by each of these accounts is located within the boundaries (i.e., taxing jurisdiction) of the City. For the Tax Year 2024 and, as necessary, subsequent Tax Years during the Term, the Property Owner will (i) consult with the Harris County Appraisal District to cause the land identified by each of these accounts to be divided into two separate accounts with one account including the portion of the land that is Covered Land located within the Extraterritorial Jurisdiction and the other account including the portion of the land that is located within the boundaries (i.e., taxing jurisdiction) of the City, and (ii) thereafter provide the City with a revised list of Harris County Appraisal District Account Numbers describing the Initial Land which reflects such division. See also Section 6.4. B-1 EXHIBIT B FORM OF PROPERTY SUPPLEMENT SUPPLEMENT TO INDUSTRIAL DISTRICT AGREEMENT This Supplement to Industrial District Agreement (this “Supplement”) is entered into by and between the City of Baytown, Texas (“City”), a home rule municipal corporation, and [insert name of Chevron Phillips Chemical Company LP or its Affiliate, as applicable] (“CPChem”), [insert state of formation and type of entity and if an Affiliate, add: “and an Affiliate of Chevron Phillips Chemical Company LP, a Delaware limited partnership”], and is executed on the dates of execution of this Supplement as set forth immediately above the respective signatures of City and CPChem below, but this Supplement shall be effective at 11:59 p.m. on the December 31 immediately following the last of the dates of such execution (the “Supplement Effective Date”). RECITALS WHEREAS, reference is hereby made to that certain Industrial District Agreement (the same, as heretofore amended and as heretofore supplemented, is herein called the “Industrial District Agreement”) dated __________ , 2024, between Chevron Phillips Chemical Company LP, a Delaware limited partnership, and the City of Baytown, Texas, a home rule municipal corporation; and WHEREAS, CPChem owns the land described in Schedule 1 attached hereto and the Property Owner has elected, pursuant to Section 5.5 of the Industrial District Agreement, to include such land as Additional Land for purposes of the Industrial District Agreement; and WHEREAS, in furtherance thereof and as provided for in the Industrial District Agreement, the City and CPChem execute and deliver this instrument as a Property Supplement for purposes of the Industrial District Agreement. AGREEMENTS NOW, THEREFORE, for and in consideration of the covenants and agreements contained herein and in the Industrial District Agreement, the City and CPChem hereby agree as follows: 1. Defined Terms. Words with initial capital letters used but not defined herein shall have the respective meanings ascribed to them in the Industrial District Agreement. 2. Additional Land. The land described on Schedule 1 attached hereto is hereby designated to be and constitutes Additional Land for purposes of the Industrial District Agreement effective as of the Supplement Effective Date. 3. Representations and Warranties. The City hereby makes to CPChem the representations and warranties set forth in Section 7.1 of the Industrial District Agreement, with the references therein to “this Agreement” being for purposes hereof a reference to this Supplement and the references therein to the “Effective Date” being for purposes hereof a reference to the Supplement Effective Date. CPChem hereby makes to the City the representations and warranties set forth in Section 7.2 of the Industrial District Agreement, with the references therein to “this B-2 Agreement” being for purposes hereof a reference to this Supplement and the references therein to the “Effective Date” being for purposes hereof a reference to the Supplement Effective Date. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGES FOLLOW] B-3 EXECUTED on ________________, 20__, to be effective as of the Supplement Effective Date. CITY OF BAYTOWN, TEXAS By: _______________________________ Name: _______________________________ Title: _______________________________ ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF HARRIS § BEFORE ME, the undersigned Notary Public, on this day personally appeared ____________________, ______________ of the City of Baytown, Texas, known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Baytown, Texas, for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE ___ DAY OF ______________, 20__. _________________________________________ NOTARY PUBLIC FOR THE STATE OF TEXAS Printed Name: _____________________________ My Commission Expires: ____________________ B-4 EXECUTED on ________________ 20__, to be effective as of the Supplement Effective Date. [INSERT NAME OF CHEVRON PHILLIPS CHEMICAL COMPANY LP OR ITS AFFILIATE] By: _______________________________ Name: _______________________________ Title: _______________________________ ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF _______________ § BEFORE ME, the undersigned Notary Public, on this day personally appeared ____________________, ______________ of _______________________, known to me to be the person whose name is ascribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of _______________________ for the purposes and considerations therein expressed, and the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE ___ DAY OF ______________, 20__. _________________________________________ NOTARY PUBLIC FOR THE STATE OF TEXAS Printed Name: _____________________________ My Commission Expires: ____________________ B-5 SCHEDULE 1 DESCRIPTION OF THE ADDITIONAL LAND