CC Resolution No. 2877 RESOLUTION NO. 2877
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
GRANTING A VARIANCE FROM THE GUIDELINES AND CRITERIA FOR
GRANTING A TAX ABATEMENT IN A REINVESTMENT ZONE CREATED IN
HARRIS OR CHAMBERS COUNTY TO EMPEROR CRYO LLC; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS,Emperor Cryo LLC.("Emperor Cryo")has submitted an application for tax abatement in
Baytown,Texas; and
WHEREAS, in such application, Emperor Cryo has requested a variance to Resolution No. 2843,
which adopts the guidelines and criteria for granting tax abatement in a reinvestment zone created in Harris or
Chambers County(the"Guidelines"); and
WHEREAS, the Guidelines provide:
Value and Term of Abatement: Abatement shall be granted effective with the January 1
valuation date immediately preceding the date of execution of the agreement. One hundred
percent (100%) of the value of new eligible properties shall be abated for the first year,
followed by eighty percent(80%)abatement for the second year,seventy percent(70%)in the
third year; sixty percent(600 0)abatement for the fourth year and fifty percent(500 6)for the
fifth year. In no case shall the period of abatement exceed five(5)years;
and
WHEREAS, Emperor Cryo's tax abatement application requests to delay commencement of the
abatement for a period of one(1)year until 2025; and
WHEREAS,Emperor Cryo's project dubbed Project Penguin is a compression facility that will liquefy
ethylene gas to transport via truck,is estimated to invest ELEVEN MILLION DOLLARS($11,000,000.00)in
Baytown and create 5 new jobs,should begin construction in mid-2024,and proposes to commence operations
in 2025; and
WHEREAS,the City Council,after considering the variance requests and the Guidelines,believes that
the variance requested should be granted; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown,Texas,having reviewed and evaluated
the variance request for Emperor Cryo's Project Penguin, hereby finds that the terms of the tax abatement
agreement, which is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes,
furthers the objectives of the Guidelines,and(a)there will be no substantial adverse affect on the provision of
the City's service or tax base; and(b)the planned use of the property will not constitute a hazard to the public
safety,health or morals. As such,the variances requested are hereby granted.
Section 2: This resolution 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 the 251h day of January, 2024.
<���ANDOIN CAPIE 77140,Mayor
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A GELA J SON, Jerk/G'�,
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APPROVED AS O�FORM:
SCOTT LE O D,City Attorney
R:%.Scott\Ordinances 24-01-25\Abatement variance.doc
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EXHIBIT "A"
City of Baytown
Tax Abatement Agreement for Certain Taxable Property
located in the
Baytown Reinvestment Zone No. 1
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This Tax Abatement Agreement ("Agreement") is made and entered into by and between
City of Baytown, Texas ("City"), and Emperor Cryo, LLC, a Delaware limited liability company
("Owner"), the owner of taxable property in Harris County, Texas, located in the Baytown
Reinvestment Zone No. 1 ("Reinvestment Zone").
I
Authorization
This Agreement is authorized by (i) the Texas Property Redevelopment and Tax
Abatement Act, (ii) Resolution No. 2843 of the City Council of the City of Baytown, Texas, and
(iii) Ordinance No. 15,552 of the City Council of the City of Baytown, Texas, providing for the
designation of the Reinvestment Zone.
II
Definitions
For the purpose of this Agreement, the definitions set forth in Resolution No. 2843 of the
City Council of the City of Baytown, Texas, which is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes (the "Guidelines"), shall govern unless it is
apparent from the context that the term as used herein has a different meaning or unless such word
is specifically defined in this article. All other words shall be given their common, ordinary
meanings, as the context may reasonably suggest.
a. Abatement means the full or partial exemption from ad valorem taxes of certain property
in the Reinvestment Zone designated for economic development purposes.
b. Abatement Period means the period of time commencing January 1,2025,and ending upon
the sooner of (i) the fifth anniversary of the Effective Date of Abatement or (ii) the
termination of this Agreement pursuant to the provisions of Article VII hereof.
C. Application means the Owner's Application for Tax Abatement in Baytown, Texas, which
is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes.
d. Base Year Value means the appraised value of the property within the Reinvestment Zone
as certified by the Harris County Appraisal District as of January 1, 2023,plus the agreed-
upon value of eligible property improvements made after such January 1 but before the
execution of the Agreement.
e. Construction Phase means a material and substantial improvement of the property which
represents a separate and distinct construction operation undertaken for the purpose of
erecting the Improvements.
f. Effective Date of Abatement means January 1, 2025.
g. Eligible Property means the buildings, structures, fixed machinery, equipment and process
units, site improvements, and that office space and related fixed improvements necessary
to the operation and administration of the New Facility as hereinafter defined.
h. Improvements means the buildings or portions thereof and other improvements, including
fixed machinery, equipment and process units, used for commercial or industrial purposes
that are erected by the Owner on the property after the execution of this Agreement.
i. Ineligible Property means that property described in Section 2(e) of the Guidelines.
j. New Eligible Property means Eligible Property, the construction of which commences
subsequent to the date of execution of this Agreement. A list of the New Eligible Property
is set forth in the Application. During the Construction Phase of the New Eligible Property,
the Owner may make such change orders to the New Eligible Property as are reasonably
necessary to accomplish its intended use.
k. New Facility has the meaning given to that term in Article VI hereof.
1. Subject Property has the meaning given to that term in Article III hereof.
III
Property
The Reinvestment Zone is an area within Harris County, Texas, more fully described in
Exhibit "C," which is attached hereto and made a part hereof for all intents and purposes. The
property subject to this Agreement(the "Subject Property") is comprised of a tract of land totaling
approximately 80 acres of land, which is located within the Reinvestment Zone (with an account
number to be assigned by Harris County Appraisal District Account) and more fully described in
the Application.
The values hereinafter established for tax year 2023 by the Harris County Appraisal
District,plus $0.00 ,representing the agreed-upon value of Improvements made after January
1, 2023, but before the execution of this Agreement, shall be the Base Year Values for purposes
of this Agreement.
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IV
Value and Term of Agreement
Abatement on the Improvements shall be permitted only for the value of New Eligible
Property as defined in Article II of this Agreement and as specifically listed in Exhibit "B." This
Abatement shall be granted effective January 1, 2025 (the "Effective Date of Abatement"). The
portion of New Eligible Property value to be abated shall be in accordance with the following
schedule:
Percentage
2025 100%
2026 80%
2027 70%
2028 60%
2029 50%
2030 0%
The abated value shall be the value of New Eligible Property, as adjusted each year.
V
Taxability
During the Abatement Period, taxes shall be payable as follows:
(1) The value of Ineligible Property shall be fully taxable;
(2) The Base Year Value of Eligible Property existing prior to the execution of this
Agreement, as the same may be adjusted each year, shall be fully taxable; and
(3) The additional value of New Eligible Property shall be taxable in the manner as
described in Section 2(g) of the Guidelines and in accordance with Article IV of
this Agreement. The estimated value of the New Eligible Property to be abated
pursuant to the Agreement is $11,000,000.
The City shall enter into only one tax abatement agreement for the New Facility described
in this Agreement during the existence of the Reinvestment Zone as designated by Ordinance No.
15,552.
VI
Contemplated Improvements
As set forth in the Application, the Owner represents that it will construct a compression
facility in Baytown, Harris County, Texas, that liquefies ethylene gas to transport via truck,that it
reasonably expects will cost approximately $11,000,000 which shall be used for commercial or
industrial purposes ("New Facility").
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The New Facility, as well as any other Improvements within the Subject Property, shall be
completed in accordance with all applicable laws, ordinances, rules or regulations, including the
City's zoning ordinance. The Owner herein agrees to construct or cause the New Facility to be
constructed so that the New Facility will comply with the masonry and the articulation and relief
standards specified in Section 3.10 of the Code of Ordinances,Baytown, Texas. The New Facility
is expected to initiate or further the active conduct of a trade or business within the Reinvestment
Zone.
The Owner further agrees that construction of the Improvements will begin on or after
July 1, 2024, with completion on or before January 31, 2025.
VII
Employment
It is contemplated that this construction project will result in the creation of five (5)jobs
and approximately twenty (20) to thirty (30) construction jobs during the Construction Phase of
the New Facility. The project is not expected solely to transfer, or primarily have the effect of
transferring, employment from one part of the City of Baytown to another.
The Owner, on or before March 1" of each year of this Agreement, shall submit to the
Harris County Appraisal District and the City a January employee count for the New Facility which
corresponds to the employment count reported in the Owner's Employer's Quarterly Report to the
Texas Workforce Commission. The Owner shall also on or before March 1 S`of each year submit
a separate notarized letter certifying the number of jobs created or retained as a direct result of the
abated improvements and the number of employees in other facilities located within the City.
These submissions shall be used to determine abatement eligibility for that year and shall be
subject to audit if requested by the City. The Owner's failure to submit the counts and notarized
letter shall result in the ineligibility to receive an abatement for that year and the termination of
the tax abatement agreement and any abated taxes subject to recapture pursuant to Article VIII.
VIII
Event of Default
A. In the event the New Facility is completed and begins operations as a service and
distribution facility, but subsequently discontinues such operations for any reason
excepting fire, explosion or other casualty, accident or natural disaster, for a period of one-
year during the Abatement Period, then this Agreement shall be automatically terminated.
In the event of termination pursuant to the provisions of this paragraph, the Abatement of
taxes and payments for the calendar year during which the New Facility discontinues
operations shall terminate,but there shall be no recapture of prior years'taxes and payments
abated by virtue of this Agreement. The taxes and payments otherwise abated for the
calendar year during which the New Facility no longer produces shall be paid to the City
prior to the delinquency date for such year or within sixty (60) days from the date of
termination, whichever occurs first. The Owner shall notify the City at the address in
Article XI within ten (10) days of any discontinuation, stating the reasons for the
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discontinuation and the projected length of the discontinuation. Should Owner fail to
comply with this subsection,this Agreement shall be terminated immediately and all taxes
previously abated by virtue of this Agreement shall be recaptured and paid within sixty
(60)days of the termination. Any and all recaptured taxes not paid within the 60-day period
prescribed hereinabove shall accrue interest and penalties as set forth in Section B of this
Article.
B. If the Owner is in default of any term or condition of this Agreement or of the Guidelines
during the Abatement Period covered by this Agreement, the Owner must notify the City
in writing at the address stated in Article XI hereof within ten (10) days from the default
and cure such default within sixty(60) days from the date of such default ("Cure Period").
If the City determines that Owner has failed to comply with this subsection,the Agreement
shall be terminated immediately and all taxes previously abated by virtue of the Agreement
may be recaptured together with interest at 6°o per annum calculated from the effective
date of the Agreement and paid within sixty(60) days of the termination. If the City does
not receive full payment within said sixty(60) days, a penalty of 15% of the total amount
abated shall be added.
C. In the event that Owner(i)allows its ad valorem taxes owed the City to become delinquent
and fails to timely and properly to follow the legal procedures for their protest and/or
contest or(ii) violates any of the terms and conditions of this Agreement and fails to cure
during the Cure Period, this Agreement will terminate automatically with no further notice
to the Owner or opportunity to cure the default being necessary. If this Agreement is
terminated, all taxes previously abated by virtue of this Agreement will be recaptured and
paid within sixty (60) days of the termination, and penalties and interest shall be assessed
as set forth in Section B of this Article.
IX
Administration
This Agreement shall be administered on behalf of the City by the City Manager or his
designee pursuant to the direction of the City Council. The Owner shall allow employees and/or
representatives of the City who have been designated by the City Manager to have access to the
New Facility during the term of this Agreement to inspect the New Facility to determine
compliance with the terms and conditions of this Agreement. All inspections required herein will
be made only after giving of twenty-four (24) hours' prior notice and will only be conducted in
such manner as will not unreasonably interfere with the construction and/or operation of the New
Facility. All inspections required herein will be made with one or more representatives of the
Owner and in accordance with the Owner's safety standards.
Upon completion of the contemplated construction, the City Manager or his designee shall
annually evaluate the New Facility to ensure compliance with the terms and provisions of this
Agreement and shall report possible defaults to the City Council and the City Attorney.
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The Chief Appraiser of the Harris County Appraisal District shall annually determine (i)
the taxable value after giving effect to the terms of this Agreement of the real and personal property
located on the Subject Property and (ii) the full taxable value without Abatement of the real and
personal property located on the Subject Property. The Chief Appraiser shall record both the
abated taxable value and the full taxable value in the appraisal records. The full taxable value
figure listed in the appraisal records shall be used to compute the amount of abated taxes that are
required to be recaptured and paid in the event this Agreement is terminated in a manner that
results in recapture. Each year the Owner shall furnish the Chief Appraiser with such information
outlined in Chapter 22 of the Texas Tax Code, as may be necessary for the administration of the
Abatement specified herein.
The Owner must certify annually to the governing body of each taxing unit with taxing
jurisdiction over the Property that the Owner is in compliance with each applicable term of this
Agreement.
X
Assignment
The Owner may assign its rights and obligations under this Agreement to a new owner of
the New Facility with the prior written consent of the City Council, which consent shall not be
unreasonably withheld. Any assignment shall provide that the assignee shall irrevocably and
unconditionally assume all the duties and obligations of the assignor upon the same terms and
conditions as set out in this Agreement. Any assignment of this Agreement shall be to an entity
that contemplates the same Improvements to the property, except to the extent such Improvements
have been completed. No assignment shall be approved if the assignor or the assignee is indebted
to the City for delinquent ad valorem taxes or other obligations.
XI
Notice
Any notice required to be given under the provisions of this Agreement shall be in writing
and shall be duly served when (i) it is personally delivered or (ii) it is deposited, enclosed in a
wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt
requested, in a United States post office, addressed to the City or the Owner, as appropriate, at the
following addresses. If mailed, any notice or communication shall be deemed to be received three
days after the date of deposit in the United States mail. Unless otherwise provided in this
Agreement, all notices shall be delivered to the following addresses:
Owner: Emperor Cryo, LLC
602 Sawyer Street
Houston, TX 77007
Attention: Chadwick T. Leavitt, Chief Financial Officer
City: City of Baytown
P. O. Box 424
Baytown, Texas 77522-0424
Attention: City Manager
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Either party may designate a different address by giving the other party ten (10) days'
written notice.
XII
Non-Waiver
Failure of the City to insist on the strict performance of any of the agreements herein or to
exercise any rights or remedies accruing thereunder upon default or failure of performance shall
not be considered a waiver of the right to insist on, and to enforce by an appropriate remedy, strict
compliance with any other obligation hereunder to exercise any right or remedy occurring as a
result of any future default or failure of performance.
X111
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.
XIV
Severability
All parties agree that should any provision of this 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.
XV
Date of Agreement; Condition to Effectiveness
The City executes this Agreement by and through the City Manager, acting pursuant to
Ordinance No. of the City of Baytown, and this Agreement shall become effective on the
date this Agreement is signed by the City Manager.
This Agreement has been executed by the parties in multiple originals, each having full
force and effect.
[Signature page follows]
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CITY OF BAYTOWN
JASON E. REYNOLDS, City Manager
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, City Attorney
EMPEROR CRYO,LLC,a
Delaware limited liability company
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(Signature)
Chadwick Timothy_Leavitt
(Printed Name)
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Tax Abatement Agreement-Emperor Cryo, f.i.0
8