Ordinance No. 13,409ORDINANCE NO. 13,409
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZES THE MAYOR TO EXECUTE AND THE CITY
CLERK TO ATTEST TO AN ASSIGNMENT OF EL DORADO NITROGEN,
L.P.'S INDUSTRIAL DISTRICT AGREEMENT TO EL DORADO NITRIC
L.L.C.; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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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 Mayor to execute and the City Clerk to attest to an Assignment of El Dorado Nitrogen, L.P.'s
Industrial District Agreement to El Dorado Nitric, L.L.C. A copy of the assignment is attached
hereto as 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 "ote of the City Council of the
City of Baytown this the 9t' day of February, 2017. i
STT EI�DONCAR
ATTES
vF 7oW,y r
ALISHA SEGOVIA, Deputy City Clerk
v
APPROVED AS TO FORM:
y
s�gre of
NACIO RAMIREZ, SR 'ty Attorney
\\cobfs0l\legal\Karen\Files+City Council\Ordinances\2017\February 9\AssignmentlDA2EIDoradoNitricLLC.doc
1
Exhibit "A"
Assignment of
Industrial District Agreement
between
El Dorado Nitrogen, L.P., and the City of Baytown
STATE OF TEXAS
COUNTY OF HARRIS
This Assignment of the Industrial District Agreement (this "Assignment") is made this
9`h day of February, 2017, by and among the City of Baytown, a municipal corporation located in
Harris and Chambers Counties, Texas (the "City"), El Dorado Nitrogen, L.P., a Texas limited
partnership ("EDNLP"), and El Dorado Nitric L.L.C., an Oklahoma limited liability company to
be known as EI Dorado Nitrogen L.L.C. ("EDNL").
WITNESSETH:
WHEREAS, on or about the 27`h day of January, 2011, the City Council of
the City authorized an Industrial District Agreement (the "Agreement") with
EDNLP; and
WHEREAS, effective on or before the 15`h day of February, 2017,
EDNLP intends to merge into EDNL, with EDNL as the survivor of the merger
(the "Merger"); and
WHEREAS, both EDNLP and EDNL have requested that the Agreement
be assigned to EDNL upon completion of the Merger; and
WHEREAS, in connection with the Merger, EDNL shall change its name
to "EI Dorado Nitrogen L.L.C.";
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
Effective upon and as a result of the Merger, EDNLP assigns all of its rights and
obligations under the Agreement to EDNL; and EDNL assumes all of EDNLP's rights and
obligations under the Agreement, whether accruing prior to or after the date of this Assignment.
The Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference for all
intents and purposes.
Assignment of Industrial District Agreement, Page I
11.
Consent
Subject to the conditions listed herein, the City hereby consents to the assignment of all
of EDNLP's rights and obligations under the Agreement to EDNL and the assumption of such
rights and obligations by EDNL and shall recognize EDNL as EDNLP's successor in interest in
and to the Agreement. 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 EDNL as determined under the Agreement;
(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 EDNL;
(c) The City shall have the authority to require strict compliance with any and all
terms of the Agreement;
(d) EDNL, or any entity acting by, through, or on behalf of EDNL shall not contest
the City's authority to impose these additional conditions oil 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 EDNLP. The Agreement shall remain in full force and
effect except EDNL shall be deemed the Property Owner therein upon completion of the Merger.
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 EDNL or the City. Notice given by mail shall be deemed given three (3) days after
the date of mailing thereof to the following addresses:
Assienment of Industrial District Agreement, Page 2
EDNL
Address for Notice
El Dorado Nitrogen, L.L.0
Attn: John Diesch, Executive Vice President
16 South Pennsylvania
Oklahoma City, OK 73107
FAX: 405-235-5067
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420-6586
V.
Further Assurances
Tax Statement Address
El Dorado Nitrogen, L.L.0
c/o Ryan & Company
Attn: Brett Koch
Three Galleria Tower
13155 Noel Road, Suite 100
Dallas, TX 75240
EDNLP, EDNL 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.
Severability
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.
Ambi ughies
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.
Assignment of Industrial District Agreement, Page 3
Vlll.
Agreement Read
The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Assignment.
1X.
Authority
The officers executing this Agreement on behalf of the parties hereby represent that such
officers have fill authority to execute this Agreement and to bind the party he/she represents.
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. This Assignment shall be effective on the date of the Merger, of which
EDNL shall give written notice thereof to the City.
CITY OF BAYTOWN:
STEPHEN H. DONCARLOS, Mayor
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
Assignment of Industrial District Agreement, Page 4
EL DORADO NITROGEN L. P., a Texas Limited
Partnership
By: EL DORADO ACID L.L.C., its
General Partner
cer's Sign tune
John 11. Diesch
Officer's Printed Name
Executive Vice President
Officer's Title
ATTEST:
,�---�
Officer's Signature
Michael J. Foster
Officer's Printed Name
Secretary
Officer's Title
EL DO � RI
Ts SignattlOV
John II. Diesch
Officer's Printed Name
Executive Vice President
Officer's Title
ATTEST:
Officer's Signature
Michael J. Foster
Officer's Printed Name
Secretary
Officer's Title
\\cobfs0I\lcgal\Kuren\Files\Contracts\Industrial District AgreementsO Dorado Nitrogcn\AssignmentoflDA01312017 doc
Assignment of Industrial District Agreement, Page 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," and El Dorado Nitrogen, L.P., a Texas limited partnership,
hereinafter referred to as "Property Owner." 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"
El Dorado Nitrogen, L.P.
Attn: Anne Rendon
President of the General Partners of
El Dorado Nitrogen, L.P., and
El Dorado Acid, LLC
16 South Pennsylvania
Oklahoma City, OK 73107
Tax Statement Address:
El Dorado Nitrogen, L.P.
c/o Ryan & Company
Attn: Brett Koch
Three Galleria Tower
13155 Noel Road, Suite 100
Dallas, TX 75240
Il.
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.
Tenn
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.
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:
(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 FOUR
MILLION FIVE HUNDRED SEVEN THOUSAND EIGHT HUNDRED EIGHT
AND NO/100 DOLLARS ($4,507,808.00), 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
(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
COSY
PAYMENT
:.
PAYMENT' RATE
111OROVEMENT
RATE
RATEi
2011
.61
.01
.62
2012
.62
.01
.63
2013
.62
.01
.63
2014
.63
.01
.64
2015
.63
.01
.64
2016
.63
.01
.64
2017
.64
.01
.65
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.
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A.
Valuation of Property Inside the Corporate Limits but Subsequently Disannexed
Land, improvements and tangible property, real or mixed, of the Property Owner, which is
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 is
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 the Base Year, 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.
Bindine Effect
Determination of Industrial District fair market values 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.
4
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 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 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
5
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, 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.
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
6
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.
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 terns 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 this
Agreement. Any such notice in writing may be given in any other manner. If given by registered or
certified mail, the notice shall be effective when mailed. With the exception of annual bills for
7
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 tares on taxable property within the affected area.
XIII.
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 Harris
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.
XV.
Assignment
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
8
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 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.
Authority
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
party 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.
Severability
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 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
XVIII 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.
6
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.
I-leadim
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 hereol, 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.
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 "I'exas 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.
I larris 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 WHLRi3017. this greement is executed in multiple counterparts on behalfol'
the Property Owner this � day of bWd0LJjM. 2t)0. and on behalf of the City this
day of 20_
U
ATTFST--
Sectary
A
1
N.
APPROVED AS TO FORM:
ACIO RAMIREL, SR.. Iit Attorney
C ' Tl PEAR'ON. Finance Director
�icobsrvlN.cgalVcanenclAh I)ocumcntstConlracts11nAM1 II)orado2ol Iltcncesd.doc
EL DORADO 'NITROGEN, L.P.
dy.
669. X -
Printed Name
Title
CITY O YTOWN
S' I'I DONCARI.O . Mayor
I
Appendix A
fz31;=WRADW-2
T2M =T"A OF T QS) Property owner owns machinery and equipment within the
COUNTY OF CWLM®MLS) manufacturing facility located as follows:
F-177 NOTE of a 2.755 acre tract of laud situated is the
Christian Smich League, Abstract No. 22, Cbambe--s County, Texas.
and being out of and a part of .the foiloaiag tracts of land:
1. A called 45.837 ac --e tract of land conveyed to ricbay
Chew .cal CovtPan_v by Sid.-2ey S. McClendon III,' E=Ztee by deed
dated Marcb 20, 3.970 and recorded in Volume 323 at Page 345 of
the Deed Recons of Cbatubers Ccuarity, Texas.
2. A ca12 ed 28e" . 3 5 9 ac=e tract of land con revel to . ebay
Chemical C=Wany by G:cney S. McClendon 111, by deed
dated March 10, 1970 and recorded in "to'LQ; 313 at Page 340 of
the Deed Records of C-aamcers Ccunty, Te. -me.
This 2.?55 acre tact of land is mors particularly descr..bed L-1
metes and bcurds as follows . to -wit:
WOTR : ALL 8F^_'R'*NGS ASE 1 AMSERT GRI EEATVGS AIM ALL Cv^ORDjZM7L -,S
PMT rFER TO 13E STATz PLANE COORDIYATE SYSTEi, SOUTE CKNT.RAL ZCNE,
AS DEFL4W BY ATS'I= 530CA OF TZE REVISED C.-VIL. STA1= OF +]jE
ATE OF TM=. SCAri ?ACTOR - 0.9996951. tJUIM RT GRID SBARSNGS
TO Px.;= 3FAR.TFGS -12 DEG 31 MIN 34 SEC 3'N 1735 FORTB543Si AND
SOUTHEAST QU&DRANT, +12 DEG 31 M3X 34 SEC IN TIM NORiMPAST AND
Scm"LE EST QQLDR+4NT. REFEMMCE IS MADE TO PLAT OF $VST DATE
ACCC*WANYLNG Tl -=S DESCR.IPTICN.
,_,mmzNCnM at the Ne -creast ccn:er of said 45.837 acres, the
n-artrwest corner of said 286.359 acres, and in the South line of
a 166.443 acre tract of larzd conveyed of Mobay Ciemical Cc, -==y
by Sld-_ey S. McClendon III, Trustee by deed dated J*uma_— 4, 1974
and =ecosded in Volume 352 a: Pane 148 of the Deed'Reccrds of
Chambers County, Texas, having a State Plane Coozdiaate System
Value of X*- 3,297,676.49 and Y - 725,01S.83.
3HENCG South 34 deg 26 m!a 15 sec west access said 45.837 ages a
distance of 706.72 feet.to a 1/2 inch iron rod set Cor the
Northwest tortes of this tract of land, and iz the centesiine of
a 50 loot road richt of way, said corner being the FlaCE OF
33GL'WnG. Ttzis corner has a State Plare CcorcLcate System Value
of S = 3,297,276.54 and Y = 724,433.26, and a Plant Ccc:dirate
value of :T - 7630 and E = 7235.
SCE NortIL 7 7 deg 'a8 =d= 2E se. East with the i�icrth� line of
this t=act of land, and across said 45.837 acres a distance of
300-00 feet to a 1/2 --ca i=on rod set for the STortheas_ c�-'ner
of this tract of i;L d is the centerline of a 40 foot road right
of Way.
EXHIBIT A Page 1 of 4
PAGE NO. 2 - . 755 ACRES
?l�uICE Souter 32 deg 31 aria 34
sec East with the East lice of this
tract of Iaad, the centerline
of said 5o foot road, aesess said
45.337 acres, a::d across said
386.359 acres a distance of •.&00 Co
.
feet to a 1/2 4 -ch iron rod set for the Scutaesst corner of this
tract of land.'
'
't!Wc,- South 77 de_ 28 min 26
sec West with the South Line of
this tract of land, and across said 286_359 acres a distance of
300.00 feet to a 1/2 .i.ncb 4-xcn roc: set for the Southwest corner
of this tract of land, and in
the centerline cf said SO fact
road.
.3'siNQ Nor�h 32 de33 ria 3�
sec west with the west of this
t=ct cf lard, the centerline
of said 50 feet road, across said
45.937 aces, and across said
::56.359 ac=es a distance of 40C . Co
feet to the PLACE OF 38GIMUNG, ccuta:*+� wiChia said bo=lo--ies
2.753 acres of1a ,d.
Su"'Rv3 June 10, ;996
STMJ-&V—ORS CrRTIrICITE
3, Robert L. Pali, J+ . , Reg. Professional La --d Surv,yor No. 1610
do he --murky ces:ify that the foregoing' fiend rotes were prepared
from a survey mader or. the ground =a -the date shoe= and that all
lines, boundaries and lantborks are accurately desc�+bed the=ej=.
v%-rMSS my habil and seal at HaytooT., Texas, thAs the 12th., day.
Of JtEPIROFMESSISMVEYOR
PSG.
NO. 1610
96 -1074N -F=
Rif i. M L .R
-
10
ti
Page 2 of 4
TEE STAT3 OF TSPS)
C7OZ= OF )
FIELD NCC BS of a 0.33.0 of an acre tract of land s; tzated in, the
0=istian Snaith League, Abstract Na. 22, Clambers Ce=ty, Texas ,
and being out of and. a Far of a called 45.837 acre tract of land
conveyed to Mobay Chemical Co=azy, by Sidney 5. XcClendoa I2I,
Trustee by deed dated March 10, 1970 a=d recorded iz volume 333
at Page 345 of the Dead Records of Chambers County, Texas . This
0.310 of an awe tact of land is mere particularly described LY
metes and bounds as follows , to -wit=
:ICTa: AZL BEAR=NGS ARE I AIAJ 7T GRID BBFu7_T.1GS AND ALL COCR:ZiiiES
REFER TO T -SE S7Ai3 PLXIM COORDLVATE SYS -472M. SOUTH C'1r Q� ZONE,
AS DEFIZ ED BY ARTI CIZ 53 0 0A OP TES REVISED CIVIL S7ATV_vS Cr T.ca
STA72 OF i:.X.AS . SCALE FACTGR = 0.9998961. L.A1+9EERT GRID BZARTom' iGS
TO F*.."r BEARLSIGS -12 DEG 31 VZ-lq 34 SEC IN TE NORTSidES T AND
SLIV71MA.ST QU7XPEAN�Z, +12 LEG 32. MIN 34 SEC 1N TBE NORTHE-ASR' AND
SO07VIAIESr QU3►L'F.M-1 .P = FE.R.�`i7C TS :r1.A1.'E TC FLAT OF EVEN nATE.
ACCOMPl?1Y1N'G TEIS DESC U- PT7,0N.
CCMW1CMqG at the Nort-Jaeast corner of said 4S.837 acres. the
Nortl ween corner of said 386.359 ac=es, and :s the South line of
a 366.443 acre tract of land com-eyed of Moba: Chemical CcmFany
by Sidney S. McClendo:. III, Trustee by deed dated January 4, 1974
and retarded iz Volume 352 at Page 148 of the Deed Records of
Chamoers Count_. Texas, having a State Plane coo=dirate System
value of X = 3,297,676.49 and Y - 725,015.83.
SCE South 63 deg ?4 sin 33 sec West across said 45.837 acres a
distance of 1376.01 feet to a 1/2 Tach iron rod set for the
Northwest corner of this tract of land, said ccrer being the
PLACE OF BEG=INNING. Z'r:s corner bas a State Plane Cocom=d:sate
System Value of X - 3,296,359.93 and Y = 724,528.2C, and a Plant
Coord1mace Value of N = 7915 and Z • 6370.
,xMMCP. North 77 deg 2a udn 26 sec East with the North line of
this tract of land, and across said 45.837 acres a distance of
100.00 feet to a 1/2 inch iron rod set for the No=heast conies
of ..this tract of Sand.
TFWC3 South 12 deg 31 twin 34 sec East with the last Sins of this
tract of land, and ac --ass sa5.d 45.837 acres a distance of 135.00
feet to a 1/2 incl: iron rod set for the Southeast core: of this
tract of land.
x_—SC3 South 7.7 deg 28 min 26 sec west vjith the South line of
tb s t=act of land, and across said 45.637 awes a d :stance cf
!00.00 feet to a 1/2 inch iron sod set for the Sout:west corner
of this tract of land.
Page 3 of 4
PAGE' NO. 2 - 0.310 OF AN ACRE
T-MqG9 North 1?. deg 31 min 34 sec W"t, with the West 2:.ne of this
_zacs of la=d, al -rd across said 45.637 acres a e --:stance of 135.CO
feet to the• PLACM OF BEGYAD LING, coqtain .r.g vit*�n said b i=dames
0.310 of an acre of . land .
SURVEYBD : Jt2e
?0, 1096
SURVEYORS C.'ZT.PIC %TE'
z, Rorett -I'#. Eall , Zr., Rea . Professional Land Sum-: a jot 7.To . 1510
do hereby certify that: the foregoi..g field notes nese Precated
from a survey trade on the S --,-.=d on the date sh0IM and that all -
lizzes. x=:dar es and 1a. dma--.{s are accurately described t'hetein.
w--TN-SS my : ana and sea! at Baytown. =em=. this the I3th , dp-y
al! J x m e , A - D I AMR 6 - -;7
OZ
RM. PRCFESSICNAL LRIM SLTRVbtCt
M. 1610
96-107-M mm
L
RCEFT L WALL JL
Z..* ..........
18'10 d �.
Page 4 of 4
** TOTAL PAGE.005 **