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Ordinance No. 1,585ORDINANCE NO.1585 AN ORDINANCE OF THE CITY COUNCIL OF THE CITYOF BAYTOWN,AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TOAN INDUSTRIAL DISTRICT CONTRACT BETWEEN ASHLAND OIL &REFINING COMPANY ANDTHE CITY QF BAYTOWN,TEXAS,AND PROVIDING FOR THEEFFECTIVE DATE HEREOF. WHEREAS,the Municipal Annexation Act,Article 970a,Revised Civil Statutes of Texas,provides for the creation ofindustrial districts within the extrater ritorial jurisdiction of cities;and WHEREAS,pursuant to such Municipal Annexation Act and in the interest of further cooperation with industry and the economic enhancement of Baytown,the City Council of the City of Baytown enacted Ordinance No.886,dated the 19th day of September,1967,designating a part of its extraterritorial jurisdiction as an industrial district known as Baytown Industrial District No.1;and WHEREAS,a portion of Ashland Oil &Refining Company's Baytown Plant is located within Baytown Industrial District No.1;and WHEREAS,the City Council of the City of Baytown and Ashland Oil &Refining Companydesire to enter into a new industrial district contract;NOW THEREFORE, BE U ORDAINED BY THE CITY COUNCIL OF THE CITYOF BAYTOWN,TEXAS: Section 1:ThattheCity Council of the City of Baytown authorizes the Mayor to execute and the City Clerk to attest to an industrial district contract between.Ashland Oil &Refining Company and the City of Baytown,Texas.A copy of said contract is attached hereto,marked Exhibit "A,"and made a part hereof forall intents and purposes. Section 2:Effective Date:This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED,READ andPASSED by the affirmative vote of the City Council of the City ofBaytown,this25th dayof April ,1974. v.—(_^"PLj\A-*A—0 ALLEN CANNON,Mayor Pro Tem ATTEST: EDNA OLIVER,CityClerk APPROVED: '1.1 -f - City Attorney NEEL RICHARDSON,City Attorney -2- EXKIB IT "A" INDUSTRIAL DISTRICT AGREEMENT BETWEEN ASHLAND CHEMICAL COMPANY DIVISION OF ASHLAND OIL,INC. AND THE CITY OF .BAYTOWN,TEXAS This Agreement is made and entered into between the City of Baytown, Texas,a municipal corporation in Harris County,Texas,hereinafter also referred to as "Baytown"and "City,"and Ashland Chemical Company,Division of Ashland Oil, Inc.,a Kentucky corporaton with a permit to engage in business in the State of Texas,hereinafter referred to as "Company"and "Ashland": WHEREAS,Baytown has a history of cooperating with industries located within and near its city limits;and WHEREAS,the City Council of the City of Baytown is of the considered opinion that such cooperation results in economic growth and stability for Baytown and its adjacent areas;and WHEREAS,the Texas Legislature in 1963 adopted the "Municipal Annexation Act,"Article 970a,Revised Civil Statutes of Texas,which provides for the creation of Industrial Districts within the extraterritorial jurisdiction of cities;and WHEREAS,pursuant to such Municipal Annexation Act and in the interest of further cooperation with industry and the economic enhancement of Baytown, the City of Baytown enacted Ordinance No.886,dated the 19th day ofSeptember, 1967,designating a part of its extraterritorial jurisdiction as an Industrial District known as Baytown Industrial District No.1;and WHEREAS,the City Council desires that portion of Ash!and's Baytown Plant and facilities described in Appendix A be included in the Baytown Industrial District No.1 and further desires to enter into this contractual agreement withAshland for this purpose;and WHEREAS,Ashland's Baytown Plant includes both real and personal property In its refining and chemical manufacturing and research facilities,including any office facilities used 1n direct support of these operations and either situated contiguous thereto or separated by public roads;NOW THEREFORE, In consideration of the promises and of the mutual covenants and agreements herein contained,it is agreed by and between the Company and the City of Baytown as follows: 1.The City of Baytown hereby agrees that all of the land and improvements thereon owned,used,occupied,leased,rented or possessed by the Company within the area designated as Baytown Industrial District No.1 by Ordinance No.886 and amendments thereto which Industrial District is more particularly described in Appendix A tothis Agreement and made a part hereof shall continue its extrater ritorial status as an Industrial District and shall not be annexed by the City of Baytown nor shall the City attempt to annex,or in any way cause or permit to be annexed any of such property during the termof this Agreement.The City further agrees,promises and guarantees that during the termof this Agreement the City of Baytown shall not apply or purport to apply any ordinance,rule or regulation to such property except as relating to noise,vibration,and pollution performance standards as hereinafter provided.Specifically,but without limitation,the City agrees,promises and guarantees that it will not extend to said property any ordinance,rules or regulation (a)governing plats and the subdivision of land;(b)prescribing any zoning,building,electrical, plumbing or inspection code or codes;and (c)attempting to exercise in any manner whatsoever control over the conduct of the Company's business thereon. The City further agrees that during the term of this Agreement,it will not levy or purport to levy ad valorem taxes against any real or personal property owned,used,occupied,leased,rented,or possessed by the Company within the property boundaries described in said Appendix A. 2.It is further agreed that during the term of this Agreement the City of Baytown shall not be required to furnish municipal services to the Company's Baytown Plant,which are ordinarily and customarily supplied by the City to property owners within its boundaries,except as provided by mutual agreement.Specifically,but without limitation,it is agreed that the City of Baytown shall not be required to furnish:(1)sewer or water service,(2) police protection,(3)fire protection,(4)road orstreetrepairs,and (5) garbage pickup service. -2- 3.The Company andthe City recognize that in the past the Company has paid a share of the needed revenue for operating the City and providing services for its residents.It is.further recognized that during the next succeeding seven years the City of Baytown will experience populationgrowth as a result of industrial expansion which will necessitate increased revenue to provide expanded service and facilities.In view of this increased need for revenue,the Company agrees to pay the City an Industrial District payment on or before January 31 of each year during the term of this agreement an amount to be calculated on the basis of the following formula,except for calendar years 1974 and 1975 as hereinafter provided in Paragraph 4: The Company's Industrial District value,as defined below,x 0.06 x the property tax rate per $100of assessed valuation adopted by the City Council forthe City of Baytown for financing the fiscal year in which such January 31 due date falls. In applying the above formula,the factor referred to as the "Company's Industrial District Value"shallbe defined as: (A)The fair market value of the Company's Baytown Plant within the City's jurisdiction as of January 1 of the calendar year next preceding the calendar year in which such January 31 due date falls,less; (B)The fair market value of that portion of the Company's Baytown Plant annexed to the City of Baytown,which is 20%of the fair market value within the City's jurisdictional area as of January 1 of the calendar year next preceding the calendar year in which such January 31 due date falls,except for calendar years 1974 and 1975 as hereinafter provided. Annual payments under this Agreement shallbe calculated by the City of Baytown in the above stated manner.Determination ofCity and Industrial District fair market value in the above stated manner shall be made by City of Baytown and approved by the Board of Equalization.Such final fair market value as approved by the Board of Equalization shall be subject to exception by the Company and should the Company take exception to the fair market value of such property as determined by the Board and should the Board andthe Company be unable,through negotiations,to reach a mutually acceptable fair market -3- r value on or before September 1 of the calendar year next preceding the calendar year in which such January 31 due date falls,then either party may request determination of such disagreement by a mutually acceptable arbitrator.The cost of such arbitrator shall be shared equally by the City of Baytownand the Company,and such arbitrator's determination shall be final and binding unless either party within thirty (30)days after such arbitrator's determination is received by the parties,petitions for a DeclaratoryJudgment to the Civil District Courtof Harris County,Texas,as provided forby Section 5 hereof. Should the parties be unable to agree upon a mutually acceptable arbi trator,each party shall nominate one arbitrator and the arbitrators so nominated a by the parties shall select a third arbitrator who will act withthem as a three-member arbitration panel to decide the disagreement between the parties by the concurrence of a majority of such panel.Such arbitrator or arbitration panel shall determine whether the fair market value of such property is as contended bythe Board of Equalization,by the Company,orsome intermediate value.The cost of such arbitration panelshall be shared equally by the City of Baytown and the Company,and such panel's determination shall be final and binding unless either party within thirty (30)days after such determination is received by the parties,petitions for a Declaratory Judgment to the Civil District Court of Harris County,Texas,as provided for by Section 5 hereof. In determining the fair market value of property and improvements as used herein,the Board of Equalization and any arbitrator or arbitration panel shall base its determination on the replacement cost of comparable present day facilities considering and giving effect to sound engineering valuation practices relative to service life,life expectancy,process and functional obsolescence. 4.The Company and the City recognize the necessity of uniform appli cation of Industrial District provisions.The Company and the City further recognize that such uniform application will require some annexations and some disannexations of industrial areas over the period 1974 to1976.Timing dif ference in such annexations and disannexations could reduce assessed values f*for the City for this period.In view of the need for maintaining current levels of industrial assessed value during this period,the Company will render -4- One Million Fifty-Nine Thousand Three Hundred. Five and No/100 ($1,059,305.00)Dollars #^to the City in 1974 and 1975 a minimum value of for the portion of its Baytown Plant annexed to the City.This value equates to the final 1973 assessed tax value base as determined by the City's Board of Equalization. The Company and the City agree that the Company's total annual payment to the City for 1974 will be based onan ad valorem tax payment plus an Industrial District payment.The total payment will consist of an ad valorem tax payment on a minimum assessment of One Million Fifty-Nine Thousand Three Hundred Five and No/100 ($1,059,305.00)Dollars plus an Industrial District payment sufficient to bring the total payment to Nineteen Thousand Six Hundred Forty-Three and No/100 ($19,643.00)Dollars. rThe Company andthe City agree that the Company's total annual payment to the City for the year 1975 will be based on theIndustrial District payment formula as provided in Section 3,plus an ad valorem tax payment.The total payment would consist of the ad valorem tax applicable to an assessed value of One Million Fifty-Nine Thousand Three Hundred Five and No/100 ($1,059,305.00) Dollars and a variable Industrial Districtpayment to be determined by substracting the aforementioned ad valorem tax from a total amount calculated using an ad valorem tax paymentbased on twenty (20%)percent of the market value of the Company's Baytown Plant within the City's jurisdiction and an Industrial District payment based on eighty (80%)percent of the market value of the plant within the City's jurisdiction,as defined in Section 3.Such total payment shall r not be less than the ad valorem tax applicable toan assessed value of One Million Fifty-Nine Thousand Three Hundred Five and No/100 ($1,059,305.00)Dollars,even tf the calculated payment using the Section 3 market value percentages is lower. 5.If any disagreement arises between the parties concerning the interpretation of this Agreement or the decisions of the arbitrator or arbitration panel provided for hereunder,it is agreed that either ofsaid parties may petition any Civil District Courtof Harris County,Texas,for a Declaratory Judgment detennining said controversy and the cause shallbe tried as other civil causes in which plaintiff must establish by a preponderance of the evidence the correct interpretation of valuation.Pending final determination of said jbn controversy,the Company shall pay to the City on thedue date thesame amount -5- which it paid to the City forthe last preceding period as to which there was no controversy concerning the amount owed by the Company to the City.The Company agrees to tender the 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. 6.All payments of the City of Baytown provided for herein shall be made to the City at the City Hall in Baytown,Texas.If any payment is not made on or before the due date,thesame penalties,interest,attorneys' fees and costs of collection shall be recoverable by the City as would be collectible In the case of delinquent ad valorem taxes;provided,however,that this sentence shall not apply to any payment whichmay be found to have been deficient as the result of proceedings provided for in Section 5 hereof.The City shall have a lienupon any delinquency in Industrial District payment. 7.If any other municipality attempts to annex any land orproperty owned,used,occupied,leased,rented or possessed by the Company within the area designated as Baytown Industrial District No.1,more particularly described in Appendix A to this agreement,or if the creation of any new municipality .should be attempted so as to include within its limits any of such land or property,the Cityof Baytown shall,with the cooperation of the Company,seek injunctive relief against any such annexation or incorporation,and shall take such other legal steps as may be necessary or advisable under the circumstances. The cost of such legal steps,including fees of attorneys (other than the City Attorney)retained by mutual agreement of the parties,shall be paidby the Company.Shouldthe City refuse or fail to comply with its obligation under this paragraph,the Company shall have the right to seek such legal or equitable relief as it deems necessary or advisable in its own name or in the name of the City and,if necessary,the Company may join the City as a party to any such legal action. If the City andthe Company are unsuccessful in preventing any such attempted annexation or incorporation,the Company shall have the right to terminate this Agreement as to any property so annexed or incorporated retroactive -6- to the effective dateof such annexation or incorporation,or the Company may continue this Agreement in full force and effect;provided,however,thatthe Company's right of terminating this Agreement must be exercised withinthirty (30)days after judgment upholding such annexation or incorporation becomes final beyond further appeal.If any payment is made by the Company to the City after the effective date of such annexation or incorporation and if the Company elects to terminate this Agreement as above provided,then as to such property so annexed or incorporated such payment shall be refunded by the City to the Company. 8.The City and the Company mutually recognize that the health and welfareof Baytown residents require adherence to high stands of quality in theair emissions,water effluents and noise,vibration and toxic levels of thoseindustries located in the Baytown Industrial District No.1.To this end,the Company andthe City agree that the same standards and criteria re lative to noise,vibration and toxic levels which are adopted by the City and applicable to portions of the City adjacent the Company's Baytown Plant shall also be applicable to the plant within the Industrial District;provided however, that said standards and criteria,if adopted,shall not operate to prohibit or restrain anyactivities presently carried onby the Company within the Industrial District and the City atpresent levels of operation and under presently existing operating conditions.The Companyfurther agrees to abide by the rules and regulations andthe permits issued toit by the Environmental Protection Agency, the Texas Water Quality Board,the Texas Air Control Board,andany other governmental agency having legal authority in these matters.In this connection,it is recognized between the parties that these agencies are charged with the responsibility for enforcing air and water quality standards,and it is agreed that so long as the Environmental Protection Agency,the Texas Water Quality Board,the Texas Air Control Board,and other related agencies are charged with such responsi bility,nothing contained herein shall be construed to impose upon the City of Baytown any responsibility,authority,orright,by termination of this -7- r Agreement or otherwise,to enforce any standards relative to air and water quality as are "established by law,rule,regulation or permit.It is also agreed that no violation of anystandards or criteria adopted by the City shall be a reason for termination of this Agreement. 9.This Agreement shall be for a term of seven (7)years from the date this instrument is executed and for such additional periodor periods of time as provided by the Texas Municipal Annexation Act and mutually agreed upon by the parties hereto.This Agreement shall further terminate and replace that certain Industrial District agreement entered into between United Carbon Company,Division of Ashland Oil &Refining Company andthe Cityof Baytown, ^dated September 28,1967. 10.The benefitsaccruing to the Company under this Agreement shall also extend to the Company's "affiliates"and to any propertiesowned or acquired by said affiliates within the area described in Appendix A to this Agreement, and where reference is made herein to land,property and improvements owned by the Company,that shall also include land,property and improvements owned by its affiliates.The word "affiliates"as used herein shall mean all companies withrespect to which the Company directly or indirectly,through one or more intermediaries atthe time in question,owns or has the power to exercise the control over fifty (50%)percent ormore of the stock having the right to vote forthe election of directors. 11.It is agreed by the parties to this Agreement thatonly full, complete and faithful performance of the terms hereof shall satisfy the rights and obligations assumed by the parties and that,therefore,in addition to any action at lawfor damages which either party may have,the Company may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of,or in conflict with,the terms of this Agreement and may obtain such other equitable relief,including specificperformance of the Agreement, as is necessary to enforce its rights.It is further agreed that should this Agreement be breached by the Company,the City shall be entitled,in addition to anyaction at law for damages,to obtain specific performance of this Agreement f^and such other equitable relief necessary to enforce its rights.However, -8- nothing contained herein shall be construed to give the City any right to terminate this Agreement.on the basis of the Company's violation of any standard or criteria relative to air emissions,water effluents,noise,vibration,or toxic levels established by any law,ordinance,rule,regulation or permit. 12.In the event the terms and conditions of this contract are rendered ineffective bythe Constitution and/or Legislative changes,both parties mutually agree thatsaid contract shall be re-negotiated to accomplish the intentof this agreement. EXECUTED IN DUPLICATE ORIGINALS this day of , A.D.,1974. ASHLAND CHEMICAL COMPANY,DIVISION OF ASHLMD OIL,INC. ATTEST: Administrative Vice President Deputy Secretary ATTEST: CITY OF BAYTOWN TOM GENTRY,Mayor By. EDNA OLIVER,CityClerk -9- APPENDIXA BEING a tract of land containing 36.798 acres,more or less,situated in the William ScottUpper League,Abstract No.66,andthe William Hi 1 bus Survey, 4^Abstract No.336,Harris County,Texas,and being a portion of that certain ^52.274 acre tractof land conveyed to William B.White,Trustee,by H.D. Jones,et al,by deed recorded in Volume 4248 at Page 80 of the Deed Records of Harris County,Texas,and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest cornerof the said William Scott Upper League, also being the Southwest corner of the Harvey Whiting League,A-840; THENCE,North S^lAMl"East along the common boundary line of the said Harvey Whiting League and the said William Scott Upper League,a distance of 576.10 feet to the West line of a Humble Pipeline Company8.194 acre tract; THENCE,South 0°45'East,with the West line of said Humble Pipeline Company.8.194 acre tract,a distance of 1,563.98 feet toan anglepointinsaidVestTine; THENCE,South 21°10'West,continuing with the West line of said Humble Pipeline Company 8.194 acre tract,a distance of989.55 feet toan angle **point in said West line; THENCE,South 53°09'West,continuing with the West line ofsaid Humble Pipeline Company 8.194 acre tract,a distance of165.13 feet to a point in the most Southerly South lineof the above mentioned 52.274 acre tract; THENCE,North 88°59'West,with the most Southerly South line of the said 52.274 acre tract,a distance of 461.97 feet to the most Southerly South west corner of said 52.274 acretract,said corner being located in the East line of the James Strange Survey,A-71,and the West line of the said William ScottUpper League; THENCE,North 20°50'East,along the common boundary line of the said James Strange Survey and the William Scott Upper League,a distance of 1,077.65 feet to the Northeast corner of the James Strange Survey and the most Southerly Southeast corner of the said William Hi 1bus Survey; THENCE,North 68°45'West along the common boundary line of the said "James Strange Survey and the said William Hilbus Survey,a distance of 398.918 feet to a point,said pointbeinglocated South 68°45'East,f^a distance of 769.382 feet from the most Westerly Southwest corner of said 52.274 acretract; THENCE,North 22°19'East,a distance of 509.081 feet to a point located in a boundary line of said 52.274 acre tract,said point being located South 68°40'East,a distance of 769.361 feetfrom the mostWesterly Northwest corner of the said 52.274 acre tract; THENCE,South 68°40'East,a distance of 194.638 feet toan interior corner of the said 52.274 acretract,said corner being situated in the common boundary line of the said William Scott Upper League and the said William Hilbus Survey; THENCE,North l°09'West along the common boundary line of the said William Scott Upper League and the said William Hilbus Survey,a distance of 1,015.40 feet to the POINT OF BEGINNING,enclosing a tract of land containing 36.798 acres,more or less. gijj.ljj.