Ordinance No. 13,901ORDINANCE NO. 13,901
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PROPERTY DEDICATION
AGREEMENT WITH CHEVRON PHILLIPS CHEMICAL COMPANY;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT
TO EXCEED THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($35,000.00);
MAKING OTHER PROVISIONS RELATED THERETO 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 and
directs the City Manager of the City of Baytown to execute and the City Clerk to attest to a Property
Dedication Agreement with Chevron Phillips Chemical Company. A copy of said agreement is attached
hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment in an amount
not to exceed THIRTY-FIVE THOUSAND AND N0/100 DOLLARS ($35,000.00) for the required
environmental site assessment and closing costs.
Section 3: That in addition to the amount authorized in Section 2 hereof, the City Manager
is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND
AND N0/100 DOLLARS ($50,000.00) or less, provided that the amount authorized in Section 2 hereof
may not be increased by more than twenty-five percent (25%).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the
Baytown this the 250' day of October, 2018.
APPROVED AS TO FORM:
*ACI0QA'MIREZ, SR.1 Oky Attorney
of the City Council of the City of
H. DONCARLOS,
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Exhibit "A"
PROPERTY DEDICATION AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
This Property Dedication Agreement (the "Agreement") is made and entered into as ofthe Effective
Date (as defined below), by and between the CITY OF BAYTOWN, a municipal corporation located in
Harris and Chambers Counties, Texas, hereinafter known as the "City," and CHEVRON PHILLIPS
CHEMICAL COMPANY LP, a Delaware limited partnership, hereinafter known as the "Company."
I. Contingency. This Agreement and the City's obligations herein are expressly contingent upon an
inspection of the Property (defined below) satisfactory to the City, an environmental site assessment
satisfactory to the City, and the City Council's approval of this Agreement.
2. Pronerty. The property subject to this Agreement is that 81.589 acres of land more or less, in the George
Ellis Survey, Abstract 21, Harris County, Texas, and being more particularly described on Exhibit A,
which is attached hereto and incorporated herein for all intents and purposes, including (i) all building
improvements and fixtures, and (ii) all rights, privileges and appurtenances pertaining to the Property,
including the Company's right title and interest in any personal or appurtenant easement, adjacent
streets, alleys strips gores and rights-of-way, hereinafter collectively referred to as the "Property."
3. Use Restriction. The Company is conveying the Property to the City to be used for trails, watering
holes, hitching posts, retention ponds, which retention ponds shall not to exceed 5 acres of the total area
of the Property, benches, trash cans, signage, and any other municipal use approved in writing by the
Company, which approval shall be in its sole discretion, and all such uses shall be undertaken by the
City such that Property is maintained in good condition and repair. The City shall not, nor shall the
City permit any third -party, to bring, locate, store, use or transport any hazardous substance on, in,
through or under the Property. No underground storage tanks or septic systems shall be located on the
Property at any time prior the Expiration Date (as defined below) without the Company's prior written
approval, to be granted or refused in its sole discretion. Should the City use the Property in a manner
contrary to this restriction, the Company shall give the City notice to cease and desist such use. If the
City fails to cease and desist such use within sixty (60) days of receipt of notice from the Company, the
Company shall have the right, but not the obligation, upon written demand therefor after the expiration
of the cure period, to require the City to convey the Property to the Company. In the event the Company
exercises its right to require the City to re -convey the Property, the City shall convey the Property to
the Company by a deed without warranty for an amount equal to the value of the Property, as
determined by an appraisal obtained by the Company, provided, however, that the value of any
improvements made in violation of this Agreement shall be excluded from any amounts that the
Company shall be required to pay to the City.
4. Right to Reclaim Property. The Company shall have the right to require the City to re -convey the
Property to the Company at any time within fifty (50) years of the Effective Date (the "Expiration
Date"), provided the Company:
I. Gives twelve (12) months prior written notice of its request for re -conveyance to the
City's City Manager; provided that this requirement shall not apply to any re -conveyance
required by Section 3 of this Agreement; and
2. Pays the City the fair market value of all improvements made to the Property by the City
from and after the Effective Date. Such value shall be determined by an appraisal
obtained by the Company.
Property Dedication Agreement Page I
If the Company satisfies the conditions of this paragraph for the re -conveyance of the Property, the City
shall convey the Property via a deed without warranty. In the event that the Company has not exercised
its rights to reacquire the Property within fifty (50) years, the City shall send written notice to the
Company requesting a determination of whether the Company will exercise its rights under this
Agreement. Should the Company decline to exercise its rights to reacquire the Property or fail to
respond within sixty (60) days of receipt of such notice, the Seller's rights to reacquire the Property
under this paragraph shall expire.
5. Right to Obtain Rights-of-Wa. The Company shall have the right to obtain rights-of-way for pipelines
on the Property from the City at any time prior to the Expiration Date following the receipt of a written
request for a right-of-way from the Company, which request shall include the draft documentation for
such right-of-way. Within thirty (30) days after the right-of-way document has been negotiated and
agreed upon by the parties, the right-of-way shall be conveyed consistent with all applicable laws. The
parties expressly understand and agree that any requested right-of-way shall not permanently interfere
with the City's use of the Property. Notwithstanding the foregoing, the parties agree and acknowledge
that the Company may engage in construction, including, without limitation, the installation of pipelines
through the right-of-way, that may temporarily interfere with the City's use of the land.
6. Information Re arding the Property. The City shall furnish to the Company an annual report within
forty-five (45) days of the end of each calendar year setting forth (i) a current description of
improvements made on the Property, (ii) the current uses of the Property by the City, and (iii) the City's
current plans and efforts to maintain the Property. The City shall furnish to the Company from time to
time such other information with respect to the Property as the Company may reasonably request.
7. Title Policy and Survey. The Company shall obtain at the City's sole cost and expense an Owner Policy
of Title Insurance (the "Title Policy") issued by Chicago Title Insurance Company , having its office
at 407 W. Baker Road, Suite T, Baytown, Texas 77521, Attn: Randall B. Strong ("Title Company")
dated at or after closing, insuring the City against loss under the provisions of the Title Policy subject
to the promulgated exclusions (including existing building and zoning ordinances) and the following
exceptions:
(1) restrictive covenants common to the platted subdivision in which the Property is located;
(2) the standard printed exception for standby fees, taxes and assessments;
(3) utility easements created by the dedication deed or plat of the subdivision in which the
Property is located;
(4) reservations or exceptions otherwise permitted by this Agreement or as may be approved
by the City in writing;
(5) the standard printed exception as to discrepancies, conflicts, shortages in area or boundary
lines, encroachments or protrusions or overlapping improvements;
(6) the standard printed exception as to marital rights; and
(7) the standard printed exception as to waters, tidelands, beaches, streams, and related matters.
Within ten (10) days after the Title Company receives a copy of this Agreement, the Company shall
furnish to the City a commitment for Title Insurance (the "Commitment") and, at the City's expense,
legible copies of restrictive covenants and documents evidencing exceptions in the Commitment other
than the standard printed exceptions. The Company authorizes the Title Company to mail or hand -
deliver the Commitment and related documents to the City at the City's address shown below. The
Company shall have no obligation to cure to any objections that the City may have to matters disclosed
through the Commitment. If the City objects to any matters disclosed through the Commitment, the
Property Dedication Agreement Page 2
City may terminate this Agreement by providing written notice thereof to the Company no later than
ten (10) days after the City's receipt of the Commitment.
8. Closing. The closing (the "Closing") of the sale shall be on or before the 15th day of November, 2018,
such date hereinafter referred to as "Closing Date." If either party fails to close this sale by the Closing
Date herein specified, the non -defaulting party shall be entitled to require specific performance. At
Closing, the Company shall furnish tax statements or certificates showing no delinquent taxes are due
and owing on the Property, and the Company shall tender a Special Warranty Deed conveying good
and indefeasible title showing the exceptions set forth in the Commitment.
9. Possession. The possession of the Property shall be delivered to the City at closing.
10. Sales Expenses. The following expenses shall be paid at or prior to closing:
(1) The City shall be responsible for the expenses associated with the appraisal; environmental
assessments; preparation of deed; escrow fee; recording fees, and other expenses stipulated to be
paid by the City under other provisions of this Agreement.
(2) The Company shall be responsible for the expenses associated with the following: taxes assessed
prior to January 1, 2018; tax statements or certificates; and other expenses stipulated to be paid by
the Company under other provisions of this Agreement.
11. Prorations. Current taxes, any rents, maintenance fees, and assessments shall be prorated through the
Closing Date. If the amount of the ad valorem taxes for the year in which the sale is closed is not
available on the Closing Date, proration of the taxes shall be made on the basis of the taxes assessed in
the previous year.
12. Charges Due to the Company's Change in Use. If the Company's change in use of the Property prior
to the closing or denial of a special use valuation on the Property claimed by the Company results in
the assessment of additional taxes for periods prior to closing, the additional taxes shall be the obligation
of the Company. Obligations imposed by this section shall survive closing.
13. Compliance with Agreement. If the Company is unable, without fault, to deliver the Commitment
within the time allowed, the City may extend the time for performance up to thirty (30) days, and the
Closing Date shall be extended as necessary at the discretion of the City. If the Company fails to
comply with this Agreement for any other reason, the Company shall be in default and the City, as its
sole remedy, may enforce specific performance.
14. Representations. The Company represents that as of the Closing Date there will be no kens,
assessments, or Uniform Commercial Code or other security interests against any of the Property
created by or through the Company, other than current year ad valorem taxes.
15. Notices. All notices required to be given hereunder shall be given in writing in person or by overnight,
certified or registered mail, return receipt requested at the respective addresses of the parties set forth
herein or at such other address as may be designated in writing by either party. Notice given by mail
shall be deemed given three (3) days after the date of mailing thereof to the following addresses:
COMPANY
Chevron Phillips Chemical Company LP
10001 Six Pines Drive
The Woodlands, Texas 77380
Attn: General Counsel
Property Dedication Agreement. Page 3
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
16. 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.
17. Governing Law. 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 of Baytown, 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.
18. Severability. All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
19. No Right to Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the
City and the Company hereby agree that no claim or dispute between the City and the Company arising
out of or relating to this Agreement shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable
state arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding this provision, the
Company consents to be joined in the arbitration proceeding if the Company's presence is required or
requested by the City for complete relief to be recorded in the arbitration proceeding.
20. 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.
21. Authority. The persons executing this Agreement on behalf of the parties hereby represent that such
persons have full authority to execute this Agreement and to bind the party he/she represents.
22. "AS IS" Conveyance. The Property conveyed or reconveyed pursuant to this Agreement shall be
conveyed "AS IS, WHERE IS AND WITH ALL FAULTS" and the party to whom the Property is
conveyed expressly WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES the other
party from any and all matters of any kind in connection with the Property. Other than those
representations and warranties of the Company expressly set forth in this Agreement, there are no
further representations or warranties of any nature regarding the condition of the Property or its fitness
for a particular purpose. The provisions of this Section 22 shall not merge with any deed transferring
the Property and shall survive the termination of this Agreement.
[Remainder of Page Intentionally Left Blank]
Property Dedication Agreement. Page 4
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 8th day of October, 2018, the date of execution by the CompanN (the " EffectiN a Date').
THE COMPANY.
CHEVRON PHILLIPS CHEMICAL
COMPANY LP, a Delaware limited partnership
mWIQ�-
(Signature)
M. Scott Sharp
(Printed Name)
Executive Vice President. Manufacturing
(Title)
THE CITY:
CITY OF BAYTOWN
RICHARD L. DAVIS. Cit1 Manager
ATT =.ST:
LETI1-IA BRYSCI I. Citi Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ. SR.. City Attorney
ProperIN Dedication Agreement. Page 5
Exhibit W
vFs(;RiPTTnN OF AN81S89-ACRE (Jr54,01f S4. FC.)
TRACr.OkLANDSITU.M0.114rgE(,E(' (:FELL19
SURVEY, A-21, HARRIS COWP)' tk- AS
Biting a devrtiplibti of an' $1.589-ai§e (3,Si4.0J 1 Sg. Ft) tiacrdf Lind $iitmCcd iri tfi6'Gcorgo r1Gs 5u'n i:),
A-21. Harris Caurdy. l'exas. $aid 81S69,acrc lmerbeing all ofa called 8.1.589 -acro tract of land
enm.yed 10 Soudt Houston Realty Comjitiny; by deed recorded under Hariis County Clerk's Fife No. p
2053768 (Il.C.CJ : No. Tilnl-�tis�ip. 017-)3-2743 of the Official Public Rccdids or -RL -.d Propi Ay,
Harris County, Texas (O.T.XlLP.FLQ with the basis orbearings being the Teras SCttc Plane Coordinato
S) stem, South Central Zone No. 4204 (NAD83) (2011 Adj.), all coordinates sLimln am -grid coordinatas
and may be broug)irto surface by multiplying by the recipnrcal of the combined scale factor of
1.000099010, all distances are sud'ace:
Page 1 of 2
BE6MMG (N=13,869.700.94, FF3.24092.98) at a 5•/84nch iron rod with cap swraped
'4WLiSSEIt ENG HOUSTON, TX" set within the richt-of-way of Wallisville Read (60 -Foot Wide Right -
of -Way) forthe northwest comer of said 81.859 tufa tract and for the northwest comer of said tract herein
described;
THENCE North 77 deg. 22 min:26 sec. EasU over and across the rlgh4of-way of said Wallisi isle
Riad. with the north line of said 81.589acre ttactand with the north line of said tenet herein descry -bed. a
distaum ur 1.3'.5.03 feet to a 5/8 -inch iron with cap sumpcd "WEISSER FWCI HOtI.S MN, TX"eaet for
the northeast comer ofsaid tract berein desan'hed;.
TiiENCE•South12dog,.16min.19sec. om.atidaobsstheright=bf-way•ofsaidWa11iSviUe
Road. with the west line ora caked 40.14 -am tract of hind con'vtyed to Patsy Hill Goodrich, by deeds
Orecorded
under H:C.C.F. Nos: X987850 and X988751, Film Coda Nos. 593-89-0657 and 593.89-8660
r
both of the O.P.MPRC.. with the east line of sald'8I.589-acre iractand with the cast line of said tract
(O
herein described. at a distance of 4822 feet pass &5/8 -tach imn rod in the south right=of-wav line of said
ti
Wallisvillc Road found for the narlhw*stcorncr of mid 40.14 -acre tract and continuing for a total
*
C
distance of 2.679.12 fea to a 5/8 -inch' iron and with cap swnpedl WEISSER ENG HOUSTON, TX" set
iX
for the southeast eumrr of said 81 S89 -acre tract and for the southeast tamer of said tract herein
W
described,
vi:NCC South 77'dej , S 1 min, 56 sec. Wtst,`tcith the nordt line of a called 116.00 -acre: tinct of
hind conveyed to i.l l.Ten-i 16, LTD, by deed recorded under 1•i.C.C.P. No. K 165239, Cilm Code No. 023-
76-0649 of the O.P.IMPM.C.-Mili ilia south line of said 81.589.ncm tract and with ilia south line of
said tract herein citscrr'bed, adistance of 1.330.18 feet to a 112 -inch iron rod with cap sttunpded "Ill IA
INC" found in the cast line of a Bled 3.65 -acre itact of land conveyed to die San Jacinto River
Authority. b}• deal recorded under H.C.C.F. No. 0317846 oftho O.P.R.R.P.H.C. and Volume 6387, Page
461 of the Harris County Deed Records for the southwest cornu of %aid 81 S89 -acre tract and i'or the
southwest comer of said tract hero -in described;
Page 1 of 2
l4
if
I'HI: VI'1: \nail, 12 dee 09 min. 42 %ec. West, with the eaM line of said 3.65acrc tract; %%ith 1111.
ca%t line of a called . 0,72.i_-acre,rut of land c,7mcNcd to Unin Garcia, by decd rceorded under
I I.C.C.) .,No. %I !W-103. f iltn Gadc \n. 5 -4 -?r1-2674 afllte U.P.R3L1'3 LC.,.� ith the cast line ol'a called
I0.0•aere tract r,l land comcyed to Nagle test Business Parl;. LTD. by deed recorded under I I.C.C.F. \'o
\1'94 7160 ol'the O.P.R.R.P.1 LC,, Willi the +test line of •ro aid 81.589-acIrtet end With the scat line of
said tract herein described, at a disltmce of 112.71 Ieet pase,a lh-inch iron rrxl with cap stmnped "HI ]A
fNC " found fin the northeast comer of aid 3.05 -acre tract and i'or the southeast corner of said 30.7233-
ucro tract, ar a distance of 869.42 rest pass a 112 -inch iron pili; found for a northeast corner of said
30.7333 -acre tract and for ,he sonthumt comer of said I0.0•aere tract, at it distance af3,G19.52 feet pass a
1" iron pipe found in the south right-of-way line of %rallis ills Road, being dm northeast corner of said
10.0 -acre tract and continuing for a 10141 dtslance of 2,674.91 Icct to the 1101INT OT BEGINNING and
containing. 81.589 acres (3,554.011 Sq. FL) or land a ith 1.576 -acre,; (68,6.16 Sy. rt) of land lying. within
the =isting rialtt-of-mly of said Wrillisville Rand.
Page 2 of 2