Ordinance No. 12,905ORDINANCE NO. 12,905
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO
ATTEST TO THE PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT OF
CERTAIN RIGHTS AND OBLIGATIONS OF THE MASTER SETTLEMENT
AGREEMENT AND THE ASSIGNMENT OF THE INDUSTRIAL DISTRICT
AGREEMENT FROM J. JENNINGS INVESTMENTS, L.P. TO JR INTERMODAL
RESOURCES, LTD.; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
********************************************************* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes the City
Manager to execute and the City Clerk to attest to the Partial Assignment and Assumption Agreement of
Certain Rights and Obligations of the Master Settlement Agreement from J. Jennings Investments, L.P. to JR
Intermodal Resources, Ltd. A copy of the partial assignment and assumption agreement is attached hereto as
Exhibit "A" and is incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes the City
Manager to execute and the City Clerk to attest to the Assignment of the Industrial District Agreement from J.
Jennings Investments, L.P., to JR Intermodal Resources, Ltd. A copy of the assignment is attached hereto as
Exhibit "B" and is incorporated herein for all intents and purposes.
Section 3: This ordinance shall take effect immediately
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative
Baytown this the 23rd day of July, 2015. ,
ATT T:
/Z A t&;,
LETICIA BRYSCH, City
APPROVED AS TO FORM:
t
NACIO RAMIREZ, SR., City ffmey
after its passage by the City
of the City Council of the City of
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Exhibit "A"
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT OF CERTAIN RIGHTS
AND OBLIGATIONS OF THE MASTER $ETI'LEMENT AGREEMENT BY AND
BETWEEN THE JENNINGS PARTIES AND THE CITY OF BAYTOWN, TEXAS
This Partial Assignment and Assumption Agreement (the "Assignment ") of Certain
Rights and Obligations of the Master Settlement Agreement By and Between the Jennings
Parties and the City of Baytown, Texas (the "Master Agreement") is made and entered into
on this _ day of July, 2015 by J. Jennings Investments, L.P. ("Jennings Investments" or
"Assignor ") and JR Intermodal Resources, L.P. ( "Intermodal Resources" or "Assignee ")
(collectively, the "Parties ").
RECITALSS
A. Unless otherwise noted, all capitalized terms used herein shall have the same
meanings assigned to them in the Master Agreement, which is incorporated herein
by reference.
B. On 11 February 2011, Jennings Investments (and other related entities) entered
into the Master Agreement with the City of Baytown ("City") to resolve certain
disputes regarding the development of the GreenTransport Property. Since that
time, the barge terminal (the "Terminal ") contemplated by the Master Agreement
and the Constituent Documents has been constructed on the GreenTransport
Property and is now operational.
C. The Terminal is operated by Intermodal Resources, which is a Texas limited
partnership. Intermodal Resources' general partner is JR Intermodal Management
& Development, LLC ( "Intermodal Management "), a Texas limited liability
company. The managers of Intermodal Management are Johnnie G. Jennings, Jr.
and Nolan Richardson. Jennings Investments is a limited partner in Intermodal
Resources, as is P2 JR Intermodal Resources, Ltd.
D. Pursuant to an agreement between the Parties, Jennings Investments is conveying
most of the GreenTransport Property to Intermodal Resources, save and except for
certain pipeline and other easements. Jennings Investments is the sole owner of the
GreenTransport property at the time of such conveyance.
E. The Parties now wish to enter into this Assignment in order to effectuate the
continued development and operation of the Terminal pursuant to the rights,
conditions and obligations under the Master Agreement.
F. A purpose of this Assignment is to ensure compliance with Article VI, Section 6.2.1
of the Master Agreement, which requires the City's consent to the Assignment.
{009.00134173.2} Page 1 of 5
NOW, THEREFORE, for and in consideration of the premises, the mutual promises
and covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Assignment- Subject to the ]imitations set forth in Paragraph 2 below,
Assignor hereby assigns to Assignee all of Assignor's rights, duties and
obligations under the Master Agreement.
2. Limitations.* This Assignment is limited to those rights, duties and
obligations under the Master Agreement and its Constituent Documents that
pertain to the development of the GreenTransport Property. Assignor's
rights, duties and obligations pertaining to the development of the MOCK
properties under the Master Agreement and the Agreement Regarding the
Development of Cedar Bayou Industrial Properties are hereby expressly
reserved and are not subject to or covered by this Assignment. Furthermore,
this Assignment does not cover the Industrial District Agreement ( "IDA ") by
and between Jennings Investments and the City. The assignment of rights
and obligations under the IDA will be covered by a separate assignment.
3. Acceptance Assignee does hereby accept this Assignment, and agrees to
accept all responsibilities and duties of the Assignor under the Master
Agreement.
4. City's Consent-'The City consents to the Assignment subject to its ongoing
right and authority to pursue and resolve any and all outstanding claims that
may have arisen prior to the effective date of the Assignment, including but
not limited to breach of contract, with the Assignee.
5. Cooperation/Additionsl Documents All Parties agree to cooperate fully and
execute any and all supplementary documents and take all additional actions
which may be necessary or appropriate to give full force and effect to the
basic terms and intent of this Assignment and which are not inconsistent
with its terms.
6. Notice Any notice or other communication required by this Assignment to be
given, provided, or delivered to a Party or the City shall be in writing
addressed to the Parties and/or the City as set forth below. Notices shall be
considered "given" for purposes of this Assignment: (a) if sent by Certified
Mail, Return Receipt Requested, five days after deposited with the U.S.
Postal Service; (b) if by private delivery service (e.g. FedEx or UPS), on the
date delivered to the notice address as evidenced by a receipt signed by any
{009.00134173.2} Page 2 of 5
person at the notice address; or (c) if by any other means (including telecopy
and E-Mail, when actually received by the Party at the notice address, except
that all notices transmitted by E-Mail must also be accompanied by written
notice via the methods set forth in (a) or (b) above. Any notice that is given
pursuant to the assigned portions of the Master Agreement shall be given to
the Assignee at the address listed below rather than the Assignor.
To Assignor:
J. JENNINNGS INVESTMENTS, L.P.
J. JENNINGS MANAGEMENT, L.L.C.
Johnnie G. Jennings, Managing Manager
c/o Mark Tiller
TILLER & COMPANY, P.C.
1300 Rollingbrook Street
Suite 603
Baytown, Texas 77521
Telephone: 281-427-7517
Telecopy: 281-422-5018
E-Mail: mtillei(+tillerco.com
With a copy to:
Craig M. Douglas
SMITH, ROBERTSON, ELLIOTT & DOUGLAS, L.L.P.
221 West Sixth Street
Suite 1100
Austin, Texas 78701
Telephone: 512-225-5806
Telecopy: 512-225-5826
E-Mail: cdouglas@smith-robertson.com
To Assignee:
JR INTERMODAL RESOURCES, L.P.
JR INTERMODAL MANAGEMENT & DEVELOPMENT, L.L.C.
General Partner
ATTN: Nolan Richardson and Johnnie G. Jennings, Managers
2217 Highway 99
Baytown, Texas 77523
Telephone: A#- 07— ?!Q
Telecopy: RL- - ;�m13
E-Mail: u. L T rnco. CoN`
{009.00134173.2} Page 3 of 5
To City:
CITY OF BAYTOWN
ATTN: City Manager
If Regular Mail-
P.O. Box 424
Baytown, Texas 77522
Telecopy: 281-420-6586
With a copy to:
CITY OF BAYTOWN
ATTN: City Attorney
PO Box 424
Baytown, Texas 77522
If Hand or Courier Delivery -
2401 Market Street
Baytown, Texas 77520
7. Other General Terms and Conditions The General Terms and Conditions
contained in Article XII of the Master Agreement are expressly incorporated
as if set forth herein and made applicable to this Assignment. To the extent
any conflict exists with one or more of those General Terms and Conditions
and this Assignment, then the language in this Assignment shall control.
AGREED, ACCEPTED, CONSENTED TO AND EFFECTIVE on this _ day of July, 2015.
1FASN"I'l MRS
Mv
Mum`;
Johnnie G. Jennings, Jr., Manager
J. JENNINGS MANAGEMENT, L.L.C.
General Partner
{009.00134173.2} Page 4 of 5
ASSIGNEE
j!*jTjMF WA. - �
Johnnie G. Jennings, Jr., Manager
JR INTERMODAL MANAGEMENT & DEVELOPMENT, L.L.C.
General Partner
B�
Y•
INTERMODPAESOURCES, LTD.
Nolan Richardson, Manager
JR INTERMODAL MANAGEMENT & DEVELOPMENT, L.L.C.
General Partner
CONSENT TO ASSIGNMENT BY CITY OF BAYTOWN
By:
Richard L. Davis
City Manager
ATTEST:
By:
Leticia Brysch
City Clerk
APPROVED AS TO FORM:
By:
Ignacio Ramirez, Sr.
City Attorney
{009.00134173.2} Page 5 of 5
Exhibit "A"
Industrial District Agreement
This Industrial District Agreement ( "Agreement ") is made and entered into between the
City of Baytown, Texas, a municipal corporation in Harris and Chambers Counties, Texas,
hereinafter also referred to as "Baytown" or "City'; J. Jennings Investments, L.P., a Texas
limited partnership acting by and through its general partner, J. Jennings Management,
L.L.C., a Texas limited liability corporation; and the JGJ, Jr. Trust, trust formed pursuant
to applicable Texas and federal law, acting through its duly- appointed trustee, Johnnie G.
Jennings, Jr., hereinafter referred to as "Property Owner," whether singular or plural. In
consideration of the promises and of the mutual covenants and agreements herein contained, it is
agreed by and between the City and Property Owner as follows:
I.
Parties
This Agreement is made under the authority of Texas Local Government Code Annotated
§42.044 (Vernon 1993), article XI, §5 of the Texas Constitution and other applicable law. The
parties to the Agreement and their addresses are:
1. The "City"
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Copy to:
City of Baytown
Attn: City Attorney
P.O. Box 424
Baytown, TX 77522
2. The "Property Owner"
J. Jennings investments, L.P.
J. Jennings Management, L.L.C.
(General Partner)
Johnnie G. Jennings, Jr.,
Managing Manager
c/o Mark Tiller
TILLER & COMPANY, P.C.
1300 Rollingbrook Street
Suite 603
Baytown, Texas 77521
Tax Statement Address:
J. Jennings Investments, L.P.
Jennings Management, L.L.0
(General Partner)
Johnnie G. Jennings, Jr.,
Managing Manager
c/o Mark Tiller
TILLER & COMPANY, P.C.
1300 Rollingbrook Street
Suite 603
Baytown, Texas 77521
JGJ, Jr. Trust
Johnnie G. Jennings, Jr., Trustee
do Mark Tiller
TILLER & COMPANY, P.C.
1300 Rollingbrook Street
Suite 603
Baytown, Texas 77521
JGJ, Jr. Trust
Johnnie G. Jennings, Jr., Trustee
do Mark Tiller
TILLER & COMPANY, P.C.
1300 Rollingbrook Street
Suite 603
Baytown, Texas 77521
II.
Identification of Property and Industrial District
This Agreement includes provisions concerning certain real estate and tangible personal
property owned or leased by the Property Owner. Real estate located outside the corporate limits
of the City is sometimes referred to herein as the "affected area," and it is described in Exhibit A,
which is attached to this Agreement and made a part hereof. Acting pursuant to the above
mentioned authority, the City Council of the City has by ordinance, designated the affected area
as an industrial district, the same to be known as Baytown Industrial District No. 3 (the
"Industrial District").
III.
Term
The term of this Agreement is seven tax years, from 2011 through 2017, unless it is
sooner terminated under the provisions hereof. This Agreement shall be effective and binding on
the parties hereto upon execution hereof on behalf of the parties to this Agreement and shall
remain in effect for seven years. This Agreement supersedes any prior existing agreements
between the Property Owner and the City relating to the subject matter hereof and governing the
affected area; to the extent any such prior existing agreement required payment on or after
January 1, 2011, such payment obligations are hereby canceled and are superseded by the
provisions contained herein.
IV.
Limited Immunity from Annexation by the City
In consideration of the obligations of the Property Owner herein set forth, the City hereby
guarantees for the term of this Agreement the immunity of the affected area from annexation of
any type by the City except for such parts of the affected property as may be necessary to annex
property owned by third parties within the Industrial District that the City may decide to annex.
Additionally, this Agreement shall not affect the continuation of any limited purpose annexation
status to which the affected area is now subject.
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V.
Industrial District Payment
As part of the consideration for the City's undertakings as set forth above, the Property
Owner agrees to pay to the City on or before December 31 °` of each year during the term hereof a
sum of money equal to: the Base Value Industrial District Payment plus the Added Value
Industrial District Payment. The sum of the Base Value Industrial District Payment plus the
Added Value Industrial District Payment shall be referred to as the Industrial District Payment,
which payment shall be the joint and several obligation of the Property Owner.
A.
Base Value Industrial District PayLnent
The Base Value Industrial District Payment shall be calculated as follows:
(1) the fair market value as determined by the City, of all of the Property Owner's
land and all other tangible property, real, personal or mixed, within the affected
area
on January 1, 2002,
➢ on January 1, 2009, or
as most recently certified by the chief appraiser of the appraisal district
and/or approved by the Industrial Appraisal Review Board established
and appointed by the City Council, as of the date of this Agreement,
whichever is greater hereinafter referred to as the "Base Year." Such fair market
value for the Base Year is agreed to and stipulated by the parties to be TWO
HUNDRED EIGHTEEN THOUSAND NINE HUNDRED NINTY -SIX AND
30/100 DOLLARS ($218,996.30), less the fair market value in the Base Year as
determined by the City of that portion of the Property Owner's property, real,
personal or mixed, which was located within the industrial district on the effective
date of this agreement and subsequently annexed by the City, the difference of
which is hereinafter referred to as the "Base Year Value," multiplied by
(2) the property tax rate per $100.00 of assessed valuation adopted by the City
Council for the City, multiplied by the applicable Yearly Payment Rate as
detailed below.
The applicable Yearly Payment Rate is the sum of the Industrial District Payment Rate
plus the Public Community Improvement Rate and shall be determined using the following
chart:
INDUSTRIAL
PUBLIC
YEARLY
TAX YEAR DISTRICT
COMMUMTY
PAYMENT
PAYMENT RATE
IMPRO MENT
RATE
RATE
2011 .61
.01
.62
2012 .62
.01
.63
W
B.
Added Value Industrial District Pavment
The Added Value Industrial District Payment shall be calculated as follows:
(1) the fair market value as determined by the City, of all of the Property Owner's
land and all other tangible property, real, personal or mixed, within the affected
area on January 1 of each year in which an Industrial District Payment is due
hereunder minus the Base Year Value, hereinafter referred to as the "Added
Value," multiplied by
", (2) the property tax rate per $100.00 of assessed valuation adopted by the City
Council for the City for each year of the term of this Agreement, multiplied by the
applicable total added value industrial district payment rate detailed below.
The applicable Total Added Value Industrial District Payment Rate shall be determined
using the following chart:
TAX YEAR
INDUSTRIAL
PUBLIC
YEARLY
TAX YEAR
DISTRICT
COMMUNITY
PAYMENT
2012
PAYMENT RATE
IMPRROV MENT
RATE
2013
0
.01
.01
2013
.62
.01
.63
2014
.63
.01
.64
2015
.63
.01
.64
2016
.63
.01
.64
2017
.64
.01
.65
B.
Added Value Industrial District Pavment
The Added Value Industrial District Payment shall be calculated as follows:
(1) the fair market value as determined by the City, of all of the Property Owner's
land and all other tangible property, real, personal or mixed, within the affected
area on January 1 of each year in which an Industrial District Payment is due
hereunder minus the Base Year Value, hereinafter referred to as the "Added
Value," multiplied by
", (2) the property tax rate per $100.00 of assessed valuation adopted by the City
Council for the City for each year of the term of this Agreement, multiplied by the
applicable total added value industrial district payment rate detailed below.
The applicable Total Added Value Industrial District Payment Rate shall be determined
using the following chart:
TAX YEAR
ADD) M VALUE. '
INDUSTRIAL ` .
DISTRICT
PAYMENT R,�iTE
PUBLIC •
_:'COMMUNITY
I1 OLVEMENT
RATE
TOTAL ADDED
VALUE INDUSTRIAL
DISTRICT PAYMENT
RATE
2011
0
.01
.01
2012
0
.01
.01
2013
0
.01
.01
2014
0
.01
.01
2015
.21
.01
.22
2016
.42
.01 1
.43
2017
.64
.01 1
.65
' If the formula used in calculating the Added Value Industrial District Payment produces a
negative number, then the Added Value Industrial District Payment shall be $0.00.
4
M
VI.
Valuations
For the purpose of providing a procedure for determining and collecting the amounts
payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all
provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation
as amended throughout the term of this Agreement (including, in particular, the Texas Property
Tax Code), except, however, that (i) to the extent that any of such provisions would require the
assessment of the Property Owner's property on an equal and uniform basis with property in the
general corporate limits of the City, the provisions of this Agreement will control where in
conflict with the provisions of such laws and (ii) the income method of appraisal as described in
Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which
a rental market exists. Specifically, nothing contained herein shall limit the income method of
appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for
which a rental market exists, instead if such method is used, the chief appraiser shall:
1. use income and expense data pertaining to the property, if possible and
applicable;
2. make any projections of future income and expenses only from clear and
appropriate evidence;
3. use data from generally accepted sources in determining an appropriate
capitalization rate;
4. determine a capitalization rate for income - producing property that includes a
reasonable return on investment, taking into account the risk associated with the
investment.
A.
Valuation of Property Inside the Corporate Limits but Subsequently Disannexed
Land, improvements and tangible property, real or mixed, of the Property Owner, which
are disannexed from the corporate limits of the City during the term of this Agreement, shall
become part of the affected area immediately upon disannexation. The value for such land,
improvements and tangible property, real or mixed, shall be based upon the appraised value for
the Base Year, as finally determined by the Chambers County Appraisal District or its legal
successor (or through administrative or judicial appeal of the Chambers County Appraisal
District's determination) and shall be added to the Base Year Value specified in Article V for
purposes of payment hereunder on January 1 of the year the same is disannexed.
B.
Valuation of Property Outside the Corporate Limits
The parties hereto recognize that said Chambers County Appraisal District is not required
to appraise the land, improvements, and tangible property, real or mixed, in the affected area,
which arc not within the corporate limits of the City, for the purpose of computing the payments
"' hereunder. Therefore, the parties agree that to determine the fair market value of all of the
Property Owner's land, improvements, and tangible property located outside the corporate limits
of the City in accordance with the market value computation contemplated in the Texas Property
Tax Code for the purpose of calculating the Property Owner's payment in the manner described
above, the City may choose to use the appraised value for each year in which an Industrial
District Payment is due hereunder, as finally determined by the Chambers County Appraisal
District (or through administrative or judicial appeal of the Chambers County Appraisal
District's determination), or by appraisal conducted by the City and/or by an independent
appraiser of the City's selection, and at the City's expense. Nothing contained herein shall ever
be construed as in derogation of the authority of the Chambers County Appraisal District to
establish the appraised value of land, improvements, and tangible personal property in the
annexed portion for ad valorem tax purposes.
C.
Binding Effect
Determination of the Base Year Value and the Added Value in the above - stated manner
outside the corporate limits shall be made by the City and approved by the Industrial Appraisal
Review Board. Such final fair market value as approved by the Industrial Appraisal Review
Board shall be final and binding unless either party within thirty (30) days after receipt of the
Board's determination petitions for a Declaratory Judgment to the Civil District Court of Hams
County, Texas, as provided for by Section XIV hereof. In determining the fair market value of
property and improvements as used herein, the Industrial District Appraisal Board shall base its
determination on the fair market value as defined in Section VI herein, giving due consideration
to comparable present day facilities considering and giving effect to sound engineering valuation
practices relative to service life, life expectancy, process and functional obsolescence.
D.
Statements
The City shall mail one statement to the Property Owner on or about December 1 of each
year showing the total amount due on December 31 of such year pursuant to this Agreement.
Such statement shall be mailed to the "Tax Statement Address" noted in this Agreement. Any
amounts due on December 31 that are not paid when due shall become delinquent on January 1
of the following year. Provided, however, if the tax statement is mailed after December 10, the
delinquency date is postponed to the first day of the next month that will provide a period of at
least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall
be immediately subject to the same penalties, interest, attorneys' fees and costs of collection as
recoverable by the City in the case of delinquent ad valorem taxes. The City shall have a lien
upon the Property Owner's land within the affected area upon any delinquency in the Industrial
District Payment.
E.
Valuation Contests
If any differences concerning the appraised values shall not have been finally determined
by the due date of the Property Owner's payment hereunder and the Property Owner desires to
2
pursue any additional available remedies, the Property Owner shall, without prejudice to such
remedies, pay to the City by December 31 of each year (subject to the exception in the preceding
paragraph for statements mailed after December 10), such amount as is provided in the Texas
Property Tax Code, as amended throughout the term of this Agreement, for payments made
under such conditions by owners of property within the general corporate limits of the City
subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder
shall be paid within 60 days after receipt by the City of both Chambers County Appraisal
District's form notification that the appraised value of the property has been reduced and a
written refund request by the Property Owner, if not paid timely, the refund amount shall bear
interest at eight percent per annum beginning 60 days after the City received both the Property
Owner's written refund request and the Chambers County Appraisal District's formal
notification that the appraised value of the property has been reduced.
VII.
Compliance with Law
The City and the Property Owner mutually recognize that the health and welfare of
Baytown residents require adherence to high standards of quality in the air emissions, water
effluents and noise, vibration and toxic levels of those industries located in the Industrial District,
and that development within the District may have an impact on the drainage of surrounding
areas. To this end, the Property Owner and the City agree that the same standards and criteria
Alps relative to noise, vibration and toxic levels and drainage and flood control which are adopted by
the City and made applicable to portions of the City adjacent to the Industrial District shall also
be applicable to the affected area. The Property Owner agrees that any industrial or other
activity carried on within the affected area will be constructed in strict compliance with all
applicable valid state and federal air and water pollution control standards. If the Property
Owner's property within the affected area is subject to the Occupational Safety and Health Act,
29 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its
facilities and improvements in the affected area comply with the applicable fire safety standards
of such act and the resolutions from time to time promulgated hereunder (the "OSHA
Standards "), but there shall be no obligation to obtain any permits of any kind from the City in
connection with the construction, operation or maintenance of improvements and facilities in the
affected area not located within the corporate limits of the City. Nonetheless, for construction
which commences after the execution of this Agreement, the Property Owner agrees that any
structure built within the affected area shall be built in accordance with the building code
adopted by the City in effect at the time of construction.
The City and the Property Owner recognize that activities in the City's industrial districts
are subject to regulation by other governmental entities, including the state and federal
governments and their various departments and agencies. The City and the Property Owner also
recognize that the City may have an interest in activities in the City's industrial districts that are
regulated by other governmental entities. Nothing in this Agreement is intended to limit the
City's right and authority to communicate its interest in, or opposition to, those activities to the
applicable regulatory agencies or to participate, to the extent allowed by law, in any related
administrative or judicial proceeding.
7
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VIII.
Inspections
The Chief Appraiser of the Chambers County Appraisal District and the City or its
independent appraiser shall have the same right to enter and inspect the Property Owner's
premises and the same right to examine the Property Owner's books and records to determine the
value of the Property Owner's properties as are provided in the Texas Property Tax Code as
amended.
IX.
Public Community Improvement
The Property Owner may apply to the City for reimbursement for a Public Community
Improvement Project designed to further the public community improvement goals of the City of
Baytown. Such project, the duration of the project, and the location thereof must be approved in
writing by the City Manager of the City based upon the public community improvement goals of
the City in effect at the time of the application. The Public Community Improvement Project
must be completed prior to the expiration of the Agreement year during which it is approved to
be eligible for reimbursement, except if it is approved as a multi -year project. The Public
Community Improvement Project may be for multiple years; however, in order to be eligible for
reimbursement in accordance with this article, it must be completed prior to the expiration or
termination of this Agreement. Further, the project may be constructed on the Property Owner's
property; provided that the project is visible from and enhances a public way or other public
property. Any reimbursement under this article shall be subject to the City Manager's
determination that the completed Public Community Improvement Project meets or exceeds
those improvement efforts proposed and approved prior to the start of the project.
Reimbursement may not exceed the amount the Property Owner will pay to the City based solely
upon the Public Community Improvement Rate established in Article V hereof during the term
of this Agreement. It is expressly understood and agreed that in any year during the term of this
Agreement, the Property Owner shall not submit a request for reimbursement which exceeds the
amount the Property Owner has paid to the City based solely upon the Public Community
Improvement Rate established in Article V hereof. If the Property Owner fails to receive the
City Manager's approval of a Public Community Improvement Project prior to the expiration of
an Agreement year, the Property Owner will have no claim to the monies paid to the City based
upon the Public Community Improvement Rate and the City shall use such funds for a project
consistent with the City's public community improvement goals.
8
X.
Default
A.
Default by Property Owner
In the event of default by the Property Owner in the performance of any of the terms of
this Agreement, including the obligation to make the payments above provided for, the City shall
have the option, if such default is not fully corrected within sixty (60) days from the giving of
written notice of such default to the Property Owner to either (i) declare this Agreement
terminated or (ii) continue the term of this Agreement and collect the payments required
hereunder. Notwithstanding any to the contrary contained herein, should the City determine the
Property Owner is in default according to the terms and conditions of Section VII hereof, the
City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at
the address stated in this Agreement, and if such default is not cured within sixty (60) days from
the date of such notice (the "Cure Period ") then such failure to cure shall constitute a material
breach of this Agreement; provided that, in the case of a default under Section VII for causes
beyond the Property Owner's control that cannot with due diligence be cured within such sixty
(60) day period or in the event that the failure to cure results from ongoing negotiations with
federal or state officials, administrative proceedings or litigation regarding the necessary cure
steps, then the cure period shall be extended until such negotiations, administrative proceedings
or litigation are concluded.
B.
Default by City
In the event of default by the City, the Property Owner may, if such default is not fully
corrected within 60 days from giving written notice of such default to the City, terminate this
Agreement. Upon such termination, both the Property Owner and the City shall be relieved of
all further obligations hereunder, but the Property Owner shall not be relieved of the obligation
to pay any amounts that accrued prior to such termination. In the event of termination, the City
shall have the right to repeal the ordinance designating the affected area as an industrial district.
Provided, however, if the termination occurs as a result of the City's exercising its option to
terminate (as provided in the first sentence of this Section X), the City shall not have the right to
annex the affected area into the general corporate limits of the City so as to subject the affected
area to ad valorem taxes for any part of the period covered by the Property Owner's last payment
hereunder.
XI.
Notice
Any notice to the Property Owner or the City concerning the matters to which the
Agreement relates may be given in writing by registered or certified mail addressed to the
Property Owner or the City at the appropriate respective addresses set forth on the cover page of
(001, this Agreement. Any such notice in writing may be given in any other manner. If given by
0
., registered or certified mail, the notice shall be effective when mailed. With the exception of
annual bills for payments due herein, notice given in any other manner shall be effective when
received by the Property Owner or the City, as the case may be.
XII.
No Further Expansion of Taxing Jurisdiction
Nothing herein contained shall be construed to change or enlarge the jurisdiction, power
or authority of the City over or with respect to the affected area as prescribed by applicable law,
except as specifically provided in this Agreement. The Property Owner shall not be obligated by
virtue of this Agreement, or the establishment of the industrial district covering the affected area
not within the corporate limits of the City, to make any payments to the City in the nature of a
tax or assessment based upon the value of the Property Owner's property in the affected area
during the term of this Agreement other than the payments specified herein. Specifically, the
Property Owner shall not be liable for any City taxes within the affected area, including, without
limitation, City ad valorem taxes on taxable property within the affected area.
XHI.
Reimbursement for Services
If the Property Owner requests and receives mutual aid firefighting assistance and is a
member of Channel Industries Mutual Aid organization ( "CIMA ") or similar organization, the
Property Owner shall reimburse the City for costs incurred by the City in providing fire
protection services to the Property Owner as shall be provided in the charter, bylaws and
agreements pursuant to which CIMA or such similar organization is organized and operates. If
the Property Owner requests and receives mutual aid firefighting assistance and is not a member
of CIMA or a similar organization, then the Property Owner shall be required to reimburse the
City for costs actually expended by the City in providing any firefighting assistance to the
Property Owner, including chemical and personnel costs.
XIV.
Declaratory Judgment Action
If any disagreement arises between the parties concerning the interpretation of this
Agreement, it is agreed that either of the said parties may petition any Civil District Court of
Hands County, Texas, for a Declaratory Judgment determining said controversy and the cause
shall be tried as other civil causes. if the controversy affects an Industrial District Payment, the
Property Owner shall, pending final determination of said controversy, pay to the City on the due
date the same amount which was paid to the City for the last preceding period as to which there
was no controversy concerning the amount owed by the Property Owner to the City. The
Property Owner agrees to tender any additional amount of potential liability to the registry of the
Civil District Court, Harris County, Texas, pending final determination of the controversy
beyond any further appeal.
10
XV.
Assign rent
This Agreement shall not bestow any rights upon any third party, but rather, shall bind
and benefit the Property Owner and the City only. If the Property Owner conveys all or any part
of the property then covered hereby, the Property Owner shall notify the City within 30 days of
the conveyance and shall thereafter cease to be obligated with respect to the property so
conveyed and the Base Year Value plus the Added Value shall be apportioned between the
Property Owner and the grantee based upon the property conveyed, only if the grantee thereof
enters into an Industrial District Agreement with the City with respect to such property so
conveyed. No right or obligation under this Agreement may be sold, assigned or transferred.
XVI.
Authori
The Property Owner covenants that it has the authority to enter into this Agreement by
virtue of being either the legal or equitable owner of a possessory estate (including a leasehold
estate) in the land comprising the affected area, which will not terminate before the expiration
date of this Agreement. Additionally, the officers executing this Agreement on behalf of the
parties hereby represent that such officers have full authority to execute this Agreement and to
bind the parry he represents.
XVII.
No Municipal Services
It is agreed that during the term of this Agreement, the City is under no obligation to
provide any governmental, proprietary or other municipal services to the affected area.
Specifically, but without limitation, it is agreed that the City shall not be required to furnish (1)
sewer or water service, (2) police protection, (3) fire protection (4) road or street repairs, and (5)
garbage pickup service.
XVIII.
Severabilily
If any provision of this Agreement, or any covenant, obligation or agreement contained
herein, including, without limitation, that term hereof, is determined by a court to be invalidated
or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to
comply with applicable law. If it is not possible to so reform such provision, covenant,
obligation or agreement, such determination shall not affect any other provision, covenant,
obligation or agreement, each of which shall be construed and enforced as if the invalid or
unenforceable portion were not contained herein. Provided, further that such invalidity or
11
unenforceability shall not affect any valid and enforceable provision thereof, and each such
provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the
above, if the application of this Section XVHI requires reformation or revision of any term that
removes or materially diminishes the obligation of the Property Owner to make the payments to
the City described herein (except in the event of a reformation that shortens the term of this
Agreement), the City shall have the option to declare this Agreement terminated.
XIX.
Complete Agreement
This Agreement contains all the agreements of the parties relating to the subject matter
hereof and is the full and final expression of the agreement between the parties.
XX.
Non - waiver
Failure of either party hereto 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.
XXI.
Ambiguities
In the event of any ambiguity in any of the terms of this 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.
XXII.
Headings
The headings appearing at the first of each numbered section in this Agreement are
inserted and included solely for convenience and shall never be considered or given any effect in
construing this Agreement or any provision hereof, or in connection with the duties, obligations
or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent
should arise.
12
XXIII.
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 and the City, 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.
XXIV.
Agreement Read
The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf
of the Property O er this _�f day of , 2011, and on behalf of the City
this Z day of , 2011.
W
13
PROPERTY OWNER:
By: LLv,-,4.
J. Jennings Ines ents, L.P.
Johnnie G. Jennings. Jr.
Managing Manager,
J. Jennings Management, L.L.C.
General Partner
Date: .2 hs Le //
PROPERTY OWNER:
By: dj- --. -. 'b a-- - - - -,- d
The JGJ, Jr. Trust
Johnnie G. Jennings. Jr.
Trustee
ATTEST:
Secrctifry
\PPROVED AS TO k O[U%
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MIKE A. LCS ER, Interim Finance Director
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CITY OrlBAYTO.NVN
I'll IFN 11. DONCARLOS, May
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Exhibit W
Property Description
The affected area is that property more particularly described in the Greentransport Facility
Minor Plat, a subdivision of 74.25 acres of land located in the John Steele Survey, Abstract 277,
Chambers County, Texas, and recorded in the map records of Chambers County Clerk under File
No. & �?& 9 1q, • save and except that property that was annexed by the City of Baytown
pursuant to Ordinance No. 10,752, passed on January 10, 2008.
Exhibit "B"
Assignment of Industrial District Agreement to JR
Intermodal Resources, Ltd.
STATE OF TEXAS §
COUNTY OF HARRIS §
This Assignment of Industrial District Agreement (this "Assignment ") is made this _ day of
2015, by and among the City of Baytown, a municipal corporation
located in Harris and Chambers Counties, Texas (the "City "), J. Jennings Investments, L.P. a
Texas limited partnership ( "JJI ") and JR Intermodal Resources, Ltd., a Texas limited liability
company ("JRRV).
WITNE$SETH:
WHEREAS, on the 15'h day of February 2011, the City Council of the
City authorized an Industrial District Agreement (the "Agreement ") with JJI; and
WHEREAS, effective the _ day of 20_ (the
"Effective Date "), JRIR acquired certain assets of JJI including its facility, which
is subject to the Agreement; and
WHEREAS, on the 18'h day of March, 2015, JJI sent a letter to the City
requesting the City to consent to the assignment of the Agreement to JRIR;
NOW, THEREFORE, in consideration of the foregoing and in consideration of the
mutual promises, covenants and agreements herein contained, the parties agree hereto as follows:
I.
Assignment and Assumption
JJI hereby assigns all of its rights and obligations under the Agreement effective as of the
Effective Date, to JRIR; and JRIR hereby assumes all of JJI's rights and obligations under the
Agreement effective as of the Effective Date . Such agreement is attached hereto as Exhibit "A"
and incorporated herein by this reference for all intents and purposes.
II.
Consent
Subject to the conditions listed herein, the City hereby consents to the assignment of all
of JJI's rights and obligations under the Agreement to JRIR and the assumption of such rights
Assignment of Industrial District Asreement. Page 1
and obligations by JRIR. It is expressly agreed that the consent given in this article is subject to
the following terms and conditions:
(a) The City shall have the authority to collect any underpayment of Industrial
District Payments from JRIR;
(b) The City shall have the authority to, and shall not be deemed to have waived the
right to, pursue and /or resolve any and all outstanding matters, including, but not
limited to, any breach of contract concerns, with JJI;
(c) The City shall have the authority to require strict compliance with any and all
terms of the Agreement;
(d) JRIR shall assume all obligations and liabilities under the Agreement accruing
prior to and after the date of the Effective Date of this Assignment:
(c) JRIR or any entity acting by, through, or on behalf of JRIR shall not contest the
City's authority to impose these additional conditions on the consent granted
herein.
III.
No Expansion of Rights
Notwithstanding any language in the Agreement or this Assignment to the contrary, the
City's consent granted herein shall not be deemed to expand the rights and privileges specified in
the Agreement and originally granted to JJI.
IV.
Notice
All notices required to be given under this Assignment or the Agreement shall be given in
writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at
the respective addresses designated hereinbelow or at such other address as may be designated in
writing by JRIR or the City. Notice given by mail shall be deemed given three (3) days after the
date of mailing thereof to the following addresses:
JR Intermodal Resources, LTD
Attn: General Partner
2217 Highway 99
Baytown, TX 77523
Fax: &[ -4- S013
Assignment of Industrial District Agreement, Page 2
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
V.
Further Assurances
JJI, JRIR, and the City shall execute such additional agreements as may be reasonably
necessary in the option of the City to reflect the foregoing assignment, assumption, and consent
among the parties hereto.
VI.
Severabilitv
All parties agree that should any provision of this Assignment be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Assignment or the
Agreement, which shall continue in full force and effect
VII.
Ambiguities
In the event of any ambiguity in any of the terms of this Assignment or the 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.
VIII.
Agreement Read
The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Assignment.
IX.
Authori
The officers executing this Agreement on behalf of the parties hereby represent that such
officers have full authority to execute this Agreement and to bind the party he/she represents.
Assignment of Industrial District Agreement. Page 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the _ day of , 2015, the date of execution by the
Mayor of the City of Baytown.
J. JENNINGS INVESTMENTS, L.P., by
and through its General Partner J.
JENNINGS MANAGEMENT, LLC
0'P — -A.- A-
IE G. JE I S, JR., M na er
JR INTERMODAL RESOURCES, LTD, by
and through its General Partner JR
INTER-MODAL MANAGEMENT &
DEVELOPMENT, LLC
r
HNNIE G. JENNINPrS, JR., n er
140LAN RICI-IAkbSON, Manager
CITY OF BAYTOWN:
STEPHEN H. DONCARLOS, Mayor
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
Assignment of tndg,_ trial District Agrcgmcnt, Page 4
STATE OF TEXAS
COUNTY OF HARRIS
Before me, & ; , ,e cam. ,,,/ , the undersigned notary public, on this day
personally appeared JOHNNIE G. JENNINGS, JR., in his capacity as Manager of J. JENNINGS
MANAGEMENT, LLC, the General Partner of J. JENNINGS INVESTMENTS, L.P. on behalf
of such limited partnership,
known to me;
proved to me on the oath of ; or
through his /her current (description of
identification card or other document issued by the federal government or any
state government that contains the photograph and signature of the acknowledging
person)
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this :. day of
A& WILLIE R. CANON Notary Public in and for the State of
a a Notary Public, State of Texas Texas
,.+ Commission Expires 02.0 6-2016
My commission expires: ._,o_,;; . ; v/1,;
STATE OF TEXAS
COUNTY OF HARRIS
Before me, ,_ ,e Z4,-=2 , the undersigned notary public, on this day
personally appeared JOHNNIE G. JENNINGS, JR., in his capacity as Manager of JR Intermodal
Management & Development, LLC, the General Partner of J. JENNINGS INVESTMENTS,
L.P., on behalf of such limited partnership,
known tome;
_ proved to me on the oath of ; or
through his /her current (description of
identification card or other document issued by the federal government or any
state government that contains the photograph and signature of the acknowledging
person)
Assienment of Industrial District Agreement, Page 5
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this /d day of,�
m=State .�f�,��y ,� ��.r�✓
� ° N Notary Public in and for the State of
4 a Nxas Texas
Co2016
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STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, .& 'c.; —_ /? Lt� / , the undersigned notary public, on this day
personally appeared NOLAN RICHARDSON., in his capacity as Manager of JR Intermodal
Management & Development, LLC, the General Partner of J. JCN "ZINGS INVESTIVIENTS,
L.P., on behalf of such limited partnership,
►/� known to me;
proved to me on the oath of ; or
through his/her current {description of
identification card or other document issued by the federal government or any
state government that contains the photograph and signature of the acknowledging
person)
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that lie executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this j`" day of
WILLIE R. CANON Notary Public in and for the State of
:
Notary P
4 � ublic, State of Texas Texas
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My commission expires: ,a.? e4 -.rdid
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Assignment of Industrial District Agreement. Page 6