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Ordinance No. 1,794ORDINANCE NO.1794 AN ORDINANCE OF THECITY COUNCIL OF THE CITY OF BAYTOWN, AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL DISTRICT CONTRACT BETWEEN J.M. HUBER CORPORATION AND THE CITY OF BAYTOWN,TEXAS,AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. WHEREAS,the Municipal Annexation Act,Article 970a, Revised Civil Statutes of Texas,provides forthe 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 Council of the City of Baytown enacted Ordinance No.893,dated the 28th day of September,1967,designating a part of its extra territorial jurisdiction as an industrial district known as Baytown Industrial District No.2;and WHEREAS,a portion of J.M.Huber Corporation's Baytown Plant is located within Baytown Industrial District No.2; and WHEREAS,J.M.Huber Corporation's contract with the City of Baytown covering said Plant is expiring this year; and WHEREAS,the City Council of the City of Baytown and the J.M.Huber Corporation desire to enter into a new industrial district contract;NOW THEREFORE, BEIT ORDAINED BYTHE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section 1:That the City Council of the City of Baytown authorizes the Mayor to execute and the City Clerk to attest to an industrial district contract between J.M.Huber Corporation and the City of Baytown,Texas.A copy of said contract is attached hereto,marked Exhibit "A,"and made a part hereof for all 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 ofBaytown. INTRODUCED,READ and PASSED by the affirmative vote of the City Council of the City of Baytown,this 22ndday of May 1975. +^>v**w TOM GENTRY,Mayor ATTEST: (6 JU-+J EDNA OLIVER,City Clerk APPROVED: N -2- EXHIBIT "A1 INDUSTRIAL DISTRICT AGREEMENT BETWEEN J.M.HUBER CORPORATION 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 J.M.Huber Corporation,a New Jersey Corporation,with a permit to engage in business in the State of Texas,hereinafter referred to as "Huber": W^TNES_S_ETH: 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 In dustrial Districts within the extraterritorial jurisdiction ofcities;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.893,dated the 28th day of September, 1967,designating a part of its extraterritorial jurisdiction as an Industrial District known as Baytown Industrial District No.2;and 0 WHEREAS,the City Council desires that that portion of Huber's Baytown Plant and facilities in Appendix A be included in the Baytown Industrial District No.2 and further desires to enter into this contractual agreement with Huber for thispurpose;and WHEREAS,Huber's Baytown Plant includes both real and personal property in its manufacturing facilities, includingoffice facilities used in 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 Huber 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 Huber within the area de signated as Baytown Industrial District No.2 by Ordinance No«893 and amendments thereto which Industrial District is more particularly described in Appendix A to this Agreement and made a part hereof shall continue its extraterritorial status as an Industrial District andshall not be annexed by the City of Baytown nor shall the City attempt toannex,or in any way cause or permit to be annexed any of such property during the term ofthis agreement.The City further agrees, promises and guarantees that during the term of this agreement the City of Baytown shall not apply or purport to apply any ordinance,rule or regulation to such property except as relating tonoise,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 -2- 1 regulations (a)governing plats andthe 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 Huber's business thereon.The City further agreesthat during the term of this Agreement,it will not levy or purport to levy ad valorem taxes against any real or personalproperty owned,used,occupied,leased,rented,or possessed by Huber within the property boundaries described in said Appendix A. 2.It is further agreedthat during the term of this Agreement the City of Baytown shall not be required to furnish municipal services to Huber'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 or street repairs,and (5) garbage pickup service. 3.Huber and the City of Baytown recognize that in the past Huber 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 population growth as a result of industrial expansion which will ne cessitateincreased revenue to provide expanded service and facilities.In view of this increased need for revenue,Huber agreesto pay the City of Baytown an Industrial District payment on or before January 31 of each year during the term of this agreement anamount tobe calculated on the basis of the following formula,except as hereinafter provided in Paragraph 4: -3- /jfjffPv /^^^/ Huber's Industrial District value,as defined below,x 0.06 x the property tax rate per $100 of ■assessed valuation adopted by the City Council for the 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 "Huber's Industrial District Value"shall be defined as: '-•-(A)Thefair market value of Huber's Baytown Plant within the City's jurisdiction as of January f*-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 Huber's Baytown Plant annexed to the City of Baytown,which is twenty (20%)percent of the fair -:-::■ma^et value within the City's jurisdictional area :as of January 1 of the calendar yearnext preceding the calendar year in which such January 31 due date falls,except for calendar years 1975 and 1976 as hereinafter provided. Annual payments under this Agreement shall be calculated by the City of Baytown in the above stated manner. Determination of City and Industrial District fair market values,in the above stated manner,shall be made by the City of Baytown and approved by the Board of Equalization. Such finalfair market value as approved by the Board of Equalization shall be subject to exception by Huber and should Huber take exception to the fair market value of such property as determined by the Board and should the Board and Huber be unable,through negotiations,to reach a mutually -4- acceptable fair market 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 suchdagreement by a mutually acceptable arbitrator.The cost of such arbitrator shall be shared equally by the City of Baytown and Huber,and such ar bitrator'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 Declaratory Judgment to the Civil District Court of Harris County/Texas,as provided for by Section 5 hereof. Should the parties be unable to agree upon a mutually acceptable arbitrator,each party shall nominate one arbitrator and the arbitrators so nominated by the parties shall select a third arbitrator who will act with them 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 by the Board'of Equalization,by Huber,or some intermediate value.The cost of such arbi tration panel shall beshared equally by the City of Baytown and Huber,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 -5- determination on the replacement cost of comparable present day facilities considering and giving effect to sound en gineering valuation practices relative to service life,life expectancy,process and functional obsolescence. 4.Huber and the City of Baytown recognize the necessity of uniform application of Industrial District provisions.Huber and the City further recognize that such uniform application will require some annexation of Huber's Baytovm property in 1975. Itis agreed and understood between Huber andthe City of Baytown that Huber's annual payment due January 31, 1975 and January 31,1976 shall be based upon the formula hereinabove referred to in Paragraph 3 as if twenty (20%) per cent of the value of Huber's Baytown property had been previously annexed by the City of Baytown. 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 of said parties may petition any Civil District Court of Harris County,Texas, for a DeclaratoryJudgment determining said controversy and the cause shall be 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 controversy,Huber shall pay to the City of Baytown on the due date the same amount which it paid to the City forthe last preceding period as to which there was no controversy concerning the amount owed by Huber to the City.Huber agrees to tender the amount of potential liability to the registry of the Civil District Court, Harris County,Texas,pending final determination of the cor.troversy beyond any further appeal. -6- /^*\/ 6>-All payments to the City of Baytown provided for herein shallbe made to the City at the CityHall in Baytown,Texas.If any payment is not made onor before the due date,the same penalties,interest,attorneys1 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 notapply to ;any payment,which may be found to have beendeficient as ihe result of proceedings provided for in Section 5 hereof. 3?he..City shall have a lien upon any delinquency in Industrial 3>£strict payment. ._.------■■■7.if any other municipality attempts to annex -any land or property owned,used,occupied,leased,rented .or;possessed by Huber within the area designated as Baytown Industrial District No.2,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 City of Baytown shall,with the cooperation of Huber seek injunctiverelief .against any such annexation or incorporation,andshall 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,shallbe paid byHuber.Should the City refuse or fail to comply with its obligation under this paragraph,Huber shall have the right to seek such legal or equitable relief as it deems necessary or advisable inits own name or in the name of the City and, if necessary,Huber may join the City as a party to any such -legal action. If the City and Huber are unsuccessful in preventing anysuch attempted annexation or incorporation,Huber shall have the right to terminate this Agreement as to any property so annexed or incorporated retroactive to the effective date of such annexation or incorporation,or Hubermay continue this Agreement in full force and effect;provided,however, that Huber right of terminating this Agreement must be exercised within thirty (30)days after judgment upholding such annexation or incorporation becomes final beyond further appeal.If any payment is made by Huber to the City of Baytown after the effective date of such annexation or incorporation and if Huber elects to terminate this Agreement as above provided,then asto such property so annexed or incorporated such payment shall be refunded by the City to Huber. 8.The City of Baytown and Huber mutually recognize that the health and welfare of Baytown residents require adherence to high standards of quality in theair emissions, water effluents and noise,vibration and toxic levels of those industries located in the Baytown Industrial District No.2.To this end,Huber and the City agree that thesame standards and criteria relative to noise,vibration and toxic levels which are adopted by the City and applicable to portions of the City adjacent to Huberfs Baytown property 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 any activities presently carried on by Huber within the In dustrial District and the City at present levels of operation and under presently existing operating conditions.Huber further agrees to abide by the rulesand regulations and the -8- permits issued to it bythe 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 respon sibility for enforcing airand water quality standards,and itis agreed that so long as the Environmental Protection Agency,the Texas Water Quality Board,theTexas Air Control Board,and other related agencies are charged with such responsibility,nothing contained herein shall be construed to impose upon the City of Baytown any responsibility, authority,or right,by termination of this Agreement or otherwise,to enforce any standards relative to airand water quality as are established by law,rule,regulation or permit.It is also agreed that no violation of any standards 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 period or 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 J.M.Huber Corporation and the City of Baytown,dated January 31,1968. 10.The benefits accruing to Huber under this Agreement shall also extend to Huber's "affiliates"and to any properties owned 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 im provements owned by Huber,that shall also include land, -9- property and improvements owned by its affiliates.The word "affiliates"as used herein shall mean all companies with respect to which Huber directly or indirectly,through one or more intermediaries at the time in question,owns orhas the power to exercise the control over fifty (50%)per cent or more of the stock having the right to vote for the election of directors. 11.It is agreed by the parties to this Agreement that only full,complete and faithful performance of the terms hereof shall satisfy the rightsand obligations assumed by the parties and that,therefore,in addition to any action at law for damages which either party may have, Huber may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of,orin conflict with, the terms of this Agreement and may obtain such other equitable relief,including specific performance of the Agreement,as is necessary to enforce its rights.It is further agreed that should this Agreement be breached by Huber,the City shall be entitled,in addition to any action at lawfor damages,to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights.However,nothing contained herein shall be construed to give the City any right to terminate this Agreement on the basis of Huber'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. -10- 12.In the event the terras and conditions of this contract are rendered ineffective by the Constitution and/or Legislative changes,both parties mutually agree thatsaid contract shall be renegotiated to accomplish the intent of this Agreement. EXECUTED IN DUPLICATE ORIGINALS this *?^day Of yg//gy ,A.D.,^""" ATTEST: fcJi ATTEST: J.M.HUBER CORPORATION President Secretary CITY OF BAYTOWN By.ts^T?*«_ TOM GENTRY /Mayor V EDNA OLIVER,City Clerk -11- ndi:-:a I.,ld Notes for Industrial District...2 Tract No.1; BEGINNING at the Point of Intersection of the South right of way line of U.S. Highway 10 with the East right of way line of Sjolander Road; THENCE,Southerly along the East right of way line of Sjolander Road and being also the West lineof Gulf Oil Corporation 66.583 acre tract of land tothe North line of Needlepoint Road; THENCE,Easterly along the North right of way line of Needlepoint Road being also the centerline of Cedar Bayou Stream; THENCE,Northerly with the meanders of the centerline of Cedar Bayou Stream to the South right of way line of U.S.Highway 10; THENCE,Westerly along the South right of way line of U.S.Highway 10 to the POINT OF BEGINNING. Tract No.2: BEGINNING at the Point of Intersection of the North right of way line of U.S. Highway 10 with the East right of way line of Sjolander Road; THENCE,Easterly along the North right of way line of U.S.Highway 10 to the centerline of Cedar Bayou Stream; THENCE,Northerly with the meanders of the centerline of Cedar.Bayou Stream to the Northeast corner of that certain 16.059 acre tract conveyed to Gulf Oil Corporation by J.M.Huber Corporation,as described in deed recorded in Vol ume 4964,at Page 354 of the Harris County Deed Records,Harris County, Texas; THENCE,Westerly along the North line of the aforementioned 16.059 acre tract to the Northwest right of way line of the Dayton-Goose Creek Railroad; THENCE,Northeasterly along the Northwest right of way line of the Dayton-Goo3e Creek Railroad to the centerline of the new dredged channel of Cedar Bayou Stream; THENCE,Northwesterly with the meanders of the centerline of the newly dredged channel of Cedar Bayou Stream to the most Northerly corner ofthat certain tract of land conveyed to Gulf Oil Corporation by S.R.Williams,as described in deed recorded in Volume 239,at Page 176 of the Chambers County Deed Records, Chambers County,Texas,said point also being in the centerline of the old Cedar Bayou Stream; THENCE,Southerly with the meanders of the old CedarBayou Stream to the North line of that certain 650.78 acre tract owned by Gulf Oil Corporation; THENCE,Westerly along the North line of the said 650.78 acre tract to the East right of way lineof Sjolander Road; THENCE,South 09 degrees 28 minutes 15 seconds West over and across Sjolander Road,and continuing with the West lino of the aforementioned 650.78 acre tract; THENCE,North 80 degrees 30 minutes 50 seconds East along the South line of the aforementioned 650.78 acre tract adistance of 254.75 feet to the East right of way line of Sjolander Road. THENCE,Southerly along the East right of way line of Sjolander Road to the POINT. r "*'BEGINNING.