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Ordinance No. 4,06950214 -2 ORDINANCE NO. 4069 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL DISTRICT AGREEMENT WITH MOBAY CHEMICAL CORPORATION; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. 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 Mayor and City Clerk of the City of Baytown to execute and attest to an Industrial District Agreement with Mobay Chemical Corporation. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for 211 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 vote of the City Council of the City of Baytown, this the 14th day of February, 1985. ALLEN CANNON, Mayor ATTEST: EEIILEEN P. HALL, City Clerk APPROVED: R B. S­Ta NG, Attorney 50214 -2a INDUSTRIAL DISTRICT AGREEMENT BETWEEN M7BAY CHEMICAL CORPORATION 115 THE CITY OF BAYTO '4, 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 Mobay Chemical Corporation, a New Jersey Corporation with a permit to engage in business in the State of Texas, hereinafter referred to as "Mobay" or "Company." W I THE S SE TH: 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 "Muni- cipal Annexation Act," Article 970a, Revised Civil Statutes of Texas, which provides for the creation of Industrial Districts within the extraterritorial jurisdiction of cities; and W1— IEREAS, 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. 899, dated the 26th day of October, 1967, designating a part of its extraterritorial jurisdiction as an Industrial District known as Baytown Industrial District No. 3; and WHEREAS, the City Council desires that those properties of Mobay described in Appendix A hereof (embracing in general Mobay's Chemical Plant properties) except f6r that which is located in the area annexed as described in Appendix A, be 1 "NOTICE. PORTIONS OF THIS AGREEMENT ARE SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL ARBITRATION S(H1B1T A 50214 -2b included in the Baytown Industrial District No. 3, and further desires to enter into this contractual agreement with Mobay for this purpose; and WHEREAS, Mobay's properties include both real and personal property in its plant facilities, including any office 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 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. 3 by Ordinance No. 899. and amendments thereto shall continue its extraterritorial 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 term of this Agreement, except for such parts of Company's property as may be necessary to annex in order to annex property owned by third parties within the Industrial District that the City may decide to annex. 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 to noise, vibration, drainage or flood control, 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 thereof. The City further agrees that during the term of this agreement it 2 50214 -2-- 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 Industrial District, 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 or street repairs, and (5) garbage pickup service. 3. The Company and the City of Baytown 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 population growth as a result of industrial expansion which will necessitate increased revenue to provide expanded services and facilities. In view of this increased need for revenue, beginning in 1985 the Company agrees to pay the City of Baytown an Industrial District payment on or before December 31 of each year during the term of this Agreement an amount to be calculated on the basis of the below stated formal a: A. in applying the below stated formula, the following definitions shall apply; 1). Full Value Payment: The fair market value as determined by the City, of all of the Company's Baytown Plant within the corporate limits or extraterritorial jurisdiction of the City; X .35 X the property tax rate per $100.00 of assessed valuation adopted by the City Council for the City of Baytown for financing the fiscal year in which such December due date falls. W 50214 -2d 2). Tax Payment: The amount paid by the Company to the City of Baytown as ad valorem taxes on that portion of the Company's Baytown Plant within the City limits. The tax payment shall be based on either the value determined by the Harris County Appraisal District or such other Appraisal District as may succeed the Harris County Appraisal District in assessing the Company's property for the City. 3). Industrial District Payment: Amount paid by the Company in lieu of taxes pursuant to this Agreement, which amount shall not include the tax payment paid by the Company. B. The Company's. Industrial District payment shall be calculated each year in the following manner using the above definitions: Industrial District Payment = Full Value Payment minus Tax Payment. C. The appraised value for tax purposes of the annexed portion of land, improvements, and tangible personal property shall be determined by the Harris County Appraisal District. The parties hereto recognize that said District has no authority to appraise the land, improvements, and tangible personal property in the unannexed area for the purpose of computing the Industrial District payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Company's Baytown Plant for the purpose of calculating the industrial District Payment in the manner described above, the appraisal of the land, improvements, and tangible personal property in the Company's Baytown Plant shall be conducted by the City of Baytown, and/or an independent appraiser of the City's selection, and at the City's expense. This value shall be used in determining the full value payment described above. Nothing contained herein shall ever be construed as in derogation of the authority of the Harris 4 50214 -2e County Appraisal District to establish the appraised value of land, improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. D. It is agreed by the parties that the City has the power and shall create an Industrial District Review Board which shall carry out the duties designated to it in this Agreement. 4. 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 City of Baytown and approved by the Industrial District Review Board. Such final fair market value as approved by the Industrial District Review Board 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 and the Company be unable, through negotiations, to reach a mutually acceptable fair market value on or before September 1 of the calendar year in which such December 31 due date falls, then either party may request determination of such disagreement by a mutually acceptable arbitrator. The costs of such arbitrator shall be shared equally by the City of Baytown and 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 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 Industrial District Review Board, by the Company, or some intermediate value. The 5 50214 -2f cost of such arbitration panel shall 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 Industrial District Review Board and any arbitrator or arbitration panel shall base its deter- mination 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 funct -ional obsolescense. 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 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 in which the Plaintiff must establish by a preponderance of the evidence the correct interpretation of valuation. Pending final determination of said controversy, the Company shall pay to the City of Baytown on the due date the same amount which is paid to the City for the 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 IiabiIity to the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. 6. All payments to the City of Baytown provided 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, the same 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 I 50214 -2i 9. This Aqreement 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 the parties hereto. This Agreement shall further terminate and replace that certain Industrial District Agreement entered into between the Company and the City of Baytown, dated April 1, 1978. 10. The benefits accruing to the Company under this Aqreement shall also extend to the Company's "affiliates" and to any properties owned or acquired by said affiliates within the area encompassed by Industrial District No. 3, 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 a I I companies with respect to which the Company directly or indirectly through one or more intermediaries at the time in Question, owns or has the power to exercise the control over fifty (50 %) percent 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 rights and obligations assumed by the parties and that, therefore, in addition to any action at law for 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 specific performance 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 any action at law for 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 the Company's violation of any standard or 0 50214 -2g sentence shall not apply to any payment which may be found to have been deficient as the result of proceedings provided for in Section 5 hereof. The City shall have a lien upon the Company's property upon any delinquency in Industrial District payment. 7. If any other municipality attempts to annex any land or property owned, used, occupied, leased, rented or possessed by the Company within the area designated as Baytown Industrial District No. 3, or if the creation of any new municipality should be attempted so as to include within its limits such land or property, the City of 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 attorneys' fees (other than the City Attorney) retained by mutual agreement of the parties, shall be divided equally between the parties, each to pay one -half of such costs. Should the City refuse or fail to comply with its obligations 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 such legal action. If the City and the 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 to the effective date of such annexation or incorporation, or the Company may continue this Agreement in full force and effect; provided, however, that the Company's right to terminate 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 the Company to the City of Baytown after the effective date of such annexation or incorporation and if the 7 50214 -2h 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 of Baytown and the Company 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 Baytown Industrial District No. 3, and that development within the District may have an impact on the drainage of surrounding areas. To this end, the Company and the City agree that the same standards and criteria relative to noise, vibration and toxic Ievels and drainage and flood control which are adopted by the City and made applicable to portions of the City adjacent to the Company's Baytown Plant shall also be applicable to the plant within the Industrial District. The Company further agrees to abide by the rules and regulations and the permits issued to it by the Environmental Protection Agency, the Texas Water Comrission, the Texas Air Control Board, and any other governmental agency having legal authority in these matters. In this connection, it 1s 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 Corrmission, the Texas 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 air and 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. 50214 -2j criteria relative to air emissions, water effluents, noise, vibration, or toxic I eve Is,`or drainage and flood control established by any law, ordinance, rule, regulation or permit. 12. In the event the terms and conditions of this Contract are rendered ineffective or their affect changed by the Constitution, any Legislative changes, the implementation of the Texas Property Tax Code, or any interpretation of the Texas Property Tax Code by the State Tax Assessment Board, both parties mutually agree that said Contract shall be renegotiated to accomplish the intent of this Agreement. EXECUTED IN DJPLICATE CRIGINALS this the 22nd day of JANUARY , 1985. ATTEST: R. W. Brown SE LT ATTEST: EILEEN P. HALL, City Clerk 10 MDBAY CHEMICAL CORPORATION Henninger By vice Presidene CITY OF BAYTOV" ALLEN CAN\1Clf A , Mayor 50214 -2 -k APPENDIX A TO INDUSTRIAL DISTRICT AGREEMENT BETWEEN MORAY CHE'•IICAL CMIPANY AND THE CITY OF BAYTOWN, TEXAS Description of land of Mobay to be included in Baytown Industrial District No. 3 1. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas containing 45.837 acres, being the same property conveyed to the Mobay Chemical Company by Sidney S. McClendon III, Trustee, by deed dated the 10th day of March, 1970, recorded in Volume 313 Page 345 of the Deed Records of Chambers County, Texas. 2. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas, containing 322.656 acres, being the same property conveyed to the Mobay Chemical Company by Sidney S. McClendon III, Trustee, by deed dated the 10th day of I- larch, 1970, recorded in Volume 313 Page 340 of the Deed Records of Chambers County, Texas; save and except 11.06 of said tract conveyed to the State of Texas by Baychem Corporation, by deed dated the 14th day of. November, 1972, recorded in Volume 341 Page 436 of the Deed Records of Chambers County, Texas. 3. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas, containing 183.345 acres, being the same property conveyed to the Mobay Chemical Company by Sidney S. McClendon III, Trustee, by deed dated the 10th day of March, 1970, recorded in Volume 313 Page 33° of the Deed Records of Chambers County, Texas. 4. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas, containing 20.19 acres, being the same property conveyed to the Mobay Chemical- Company by Sidney S. McClendon III, Trustee, by deed dated the 10th day of March, 1970, recorded in Volume 313 Page 250 of the Deed Records of Chambers County, Texas. 5. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas, containing 16 acres, being the same property conveyed to the Mobay Chemical Company by Chambers County Development Company, by deed dated the 4th day of'January, 1974, recorded in Volume 352 Page 142 of the Deed Records of Chambers County, Texas. 6. That certain tract of land in the Christian Smith League, Abstract 22, Chambers County, Texas, containing 150.443 acres, being the same property conveyed to Mobay Chemical Company by Chambers County Development Company, by deed dated the 4th day of January, 1974, recorded in Volume 352 Page 148 of the Deed Records of Chambers County, Texas. 50214 -21 SAVE AND EXCEPT FOR: Description of land of Mobay within Industrial District No. 3 annexed by the City of Baytown BEGINNING at a point in the high tide water line of the West bank of Cedar Bayou, said point being in the East B. L. of the Baytown Ready - }.fixed Concrete Co. 15.257 acre tract as surveyed by A. J. Busch, Jr. in Feb. 1988 at a. point apptox- imately 180 feet Southeast of the North corner of said tract; ' THENCE, in a North- westerly and. up- stream direction with the meanders of the high tide seater line of .the 'Test bank of Cedar Bayou approximately 800 feet, to the point of inter - section of the Southeast corner of p- tract of land containing 3.35 acres of land, more or less, allotted and set aside to Mattie }Sae Massey, Percy Miassey and Lorraine Massey • is Cause No. 94341,, styled M. 17. Epperson, et al, vs. Reuben Casey, et al, said 3.35 acre tract also being the same property. conveyed to Lawrence B. Futvoye in deed dated May 9, 1933 is Vol. 938, Page 700, recorded in the Deed.Records of Harris County, Texas; THENCE, in an Easterly direction approximately. 130 feet crossing Cedar Bayou to an iron rod set for the Northwest corner of a 30.507 acre tract of land known as Tract No. 1. of two (2) tracts of land surveyed for Willis E. Uilliams, et al and situated in the Christian Smith League, Abstract No. 22, ' Chambers County, Texas, and being the same._ tract of land conveyed to S. R. Williams by C. A. S�Tilliams in a deed recorded in Vol. 13, Page 492, Deed Records of Chambers County, Texas, said corner also being the Southwest corner of the H. IV. Kilpatrick, IIr tract of land; THENCE, North 380 40' 16" East with the ?North line of this tract of land and the South line of said Kilpatrick tract of land' a distance of 359.52 feet to a re bar found for a corner of this tract and a corner of the Kilpatrick tract of land; ` THENCE, Worth 770 331 13" East with the. North line of this tract of land and the South line of said Kilpatrick tract of land a distance of 338.19 feet to a re bar found for a corner of this tract of land and a corner of the Kilpatrick tract of land; THENCE, South 130 28' 23" East with the East line of this tract and the West line of the Kilpatrick tract of land a distance of .365.90 feet to a re bar found for a corner of this tract of land and a corner of the Kilpatrick tract of land; THEINCE, North 760 35' 20" East with the North line of this tract and the South line of the Kilpatrick tract of lard a distance of 1302.51 feet to an iron rod set for a corner of this tract of land in the l'west r--o -w line of F. M. High% %ay No. 1405; 50214 -2€n THENCE, North 760 09' 45" East 80.45 feet to an iron rod in the East r -o_%v line of F. M. Highway No. 1405 set for the rorthv:est corner of a 15.330 acre tract of land known as Tract No. 2 of two (2) tracts of land surveyed for Willis E. Williams, et al, and situated in the Christian Smith League, Abstract No. 22, Chambers County, Texas, and being the same tract of land conveyed to S. R. Williams by C. A. Williams in a deed recorded in Vol. 13, Page 492, Deed Records of Chambers County, Texas, and said point has a plane coordinate value of X = 3,296,705.85 and Y = 7241797.38; THENCE, North 770 30' 55" East with the North B. L. of said 15.330 acre tract a distance of 600 feet to a point for corner, said corner has a coordinate value of X = 3,297,291.66 and Y = 724,927.09; THENCE, South 60 35' 48" East a distance of 1,046.12 feet to a point for corner, -said corner has a coordinate value of X = 3,297,411.05 and Y = 723,887.81; THENCE, South 120 39' 00" East a distance of 750 feet to a point for corner, said corner has a coordinate value of X = 3,297,575.30 and Y = 723,156.02; THENCE, South 770 21' 00" Nest a distance,of 508.12 feet to a point for - corner, said corner has a coordinate value of X = 3,297,079.51 and Y = 723,044:74; THENCE, North 120 39' 00" West a distance of 750 feet to a point for corner, said corner has a coordinate value of X = 3,296,915.26 and Y = 723,776.53; THENCE, North 32031' 35" West a distance of 421.47 feet to an iron rod for corner in the West r -o -w of F. 13. Highway No. 1405, said corner being the Southeast corner of said aforementioned 30.507 acre tract known as Tract No. 1, and also being the Northeast corner of a 36.297 acre tract known as Tract No. 1 of two (2) tracts of land conveyed the First National Industrial District, Inc. by the First National. Bank of Baytown in a deed dated April. 14, 1964, and recorded in Volume 253, Page 624 of the Deed Records of Chambers County, Texas, said corner has a coordinate value of X = 3,296,688.64 and Y = 724,131.89; THENCE, South 760 46' 30" West with the South line of said 30.507 acre tract and the Nox'th line of said 36.297 acre tract of land a distance of 1661.02 feet to a point on the East bank of Cedar Bayou, said point has a coordinate value of"X = 3,295,071.84 and Y = 723,751.93; THENCE, South 760 46' 30" West approximately 240 feet to the place of BEGINNING, containing all of a 30.507 acre tract and a part of a 15.330 acre tract and a part of a 286.359 acre tract.