Ordinance No. 8,278980514 --11
ORDINANCE NO. 8278
• AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL
DISTRICT AGREEMENT WITH AIR PRODUCTS INCORPORATED; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
•
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 Air Products, Incorporated. A copy of said Agreement is attached hereto,
marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 14`h day of May, 1998.
ATTEST:
EILEEN P. HLALL, City Clerk
APPROVED AS TO FORM:
• ,+ •�� • 6
c:kih821 Council \Ordinanccs\AirProductsl DA. Ord
/Za C'. d-9%�Z',r
PETE C. ALFAR , Mayor
•
INDUSTRIAL DISTRICT AGREEMENT
BETWEEN
AIR PRODUCTS, INCORPORATED
AND
CITY OF BAYTOWN, TEXAS
This Agreement is made and entered into between the CITY OF BAYTOWN, Texas, a
municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as
"Baytown" or "City," and AIR PRODUCTS, INCORPORATED, a Delaware corporation,
hereinafter referred to as "Company."
WITNESSETH:
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
970x, Revised Civil Statutes of Texas, (now TEX. LOC. GOVT CODE ANN. 5 42.044) 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 l4th day of September, 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 all of AIR PRODUCTS, INCORPORATED's
Baytown Plant and facilities as described in Appendix A, be included in the Baytown Industrial
District No. l; and further desires to enter into this contractual agreement with AIR PRODUCTS,
INCORPORATED, for this purpose; and
WHEREAS, AIR PRODUCTS, INCORPORATED's Baytown Plant will include both real
and personal property within the corporate limits or extraterritorial jurisdiction of the City used in
its refining and chemical manufacturing and research facilities, and includes 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:
Industrial District Agreement, Page I EMBIT A
I . The findings contained in the preamble hereof are declared to be true and correct and are
hereby adopted.
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 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 either the Industrial District area described in Appendix A or certain portions of AIR
PRODUCTS, INCORPORATED's Baytown Plant and facilities which have been annexed by the
City of Baytown, which areas, both annexed and otherwise, are jointly described in the map attached
as Appendix B, 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 the property described by Appendix A any
ordinance, rule 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 Company
shall not be required to obtain building permits for construction of structures, other than those
structures that enclose a space used for sheltering any Group A, B, E, F, I, M, R, and S occupancies,
as defined in the Southern Standard Building Code and that are located on the annexed property
within the area described by Appendix B, but the Company does agree that any structure built within
the area described by Appendix A shall be built in accordance with the latest edition of the Southern
Standard Building Code. The City further agrees that during the term of this Agreement it will not
levy or purport to levy ad valorem takes against any real or personal property owned, used, occupied,
leased, rented, or possessed by the Company within the Industrial District.
3. 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 located within
the Industrial District or the annexed areas noted in Appendix B, 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 (I) sewer or water service, (2) police protection, (3) lire protection (4)road or street repairs,
and (5) garbage pickup service.
4. The Company and the City of Baytown recognize that in the past the Company has paid to
the City 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 1999, the Company agrees to pay the City of Baytown an Industrial District payment
Industrial District_ Agreement, Page 2
:7
on or before December 31st of each year during the term of this Agreement, such payment to be
calculated on the basis of the below stated formula:
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, multiplied by 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, and
multiplied by the applicable industrial payment rate as detailed below.
7 'YEARaOFrr`�
V;ALUATION
mss` ; USTRT;AL ,
P,AYMENTRATE -�
1999
.45
2000
.48
2001
.50
2002
.50
2003
.50
2004
.50
2005
.50
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 the value determined by the
Harris County Appraisal District or such other appraisal district as may
succeed the Harris County Appraisal District in assessing 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 Agreement, Page 3
Full Value Payment
- Tax Payment
Industrial District Payment
C]
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 is not required to appraise the
.land, improvements, and tangible personal property in then unannexed area for the
purpose of computing the Industrial payments hereunder. Therefore, the parties
agree that to determine the fair market value of all of the Company's Baytown Plant
in accordance with the market value computation contemplated in the Texas Property
Tax Code for the purpose of calculating the Industrial District payment in the manner
described above, the City may choose to use an appraisal of the Harris County
Appraisal District, or an appraisal 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 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 to and shall create an Industrial
District Review Board which shall carry out the duties designated to it in this
Agreement.
E. If any disagreement arises between the Company and Harris County Appraisal
District `that results in a delay in the determination of Company's fair market value,
the Company shall pay to the City of Baytown on the due date the same amount
which was paid to the City for the last preceding period as to which there was no
controversy concerning the fair market value of the Company. Adjustments to this
amount shall be made within thirty (30) days of the resolution of the disagreement.
5. 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 Industrial District Review Board. Such
final fair market value as approved by the Industrial District Review Board shall be final and binding
unless either party within thirty (30) days after receipt of the Board's determination petitions for a
Declaratory Judgment to the Civil District Court of Harris County, Texas, as provided for by Section
6 hereof.
In determining the fair market value of property and improvements as used herein, the
Industrial District Review Board shall base its determination on the fair market value as defined in
article 4(c) herein, giving due consideration to comparable present day facilities considering and
giving effect to sound engineering valuation practices relative to service life, life expectancy, process
and functional obsolescence.
6. If any disagreement arises between the parties concerning the interpretation of this
Agreement, it is agreed that either of the said parties may petition any Civil District Court of Harris
County, Texas, for a Declaratory Judgment determining said controversy and the cause shall be tried
Industrial District A!_,rcement, Page 4
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 was 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 liability to the registry
of the Civil District Court, Harris County, Texas, pending final determination of the controversy
beyond any further appeal.
7. 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. The City shall have a lien upon the Company's
property upon any delinquency in Industrial District payment.
8. 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. 1 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 paid by the Company. 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 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.
9. 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. 1, 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 levels and drainage and flood control which arc adopted by the City and
made applicable to portions of the City adjacent to the Company's Baytown Plant shall also be
Industrial District Agreement, Page 5
•
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
Natural Resource Conservation Commission, and any 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 Natural Resource Conservation
Commission, 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. `
10. 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 the parties hereto.
11. The benefits accruing to the Company under this Agreement 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. 1, 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 "affiliates" as used herein shall mean all 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.
12. 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
criteria relative to air emissions, water effluents, noise, vibration, or toxic levels, or drainage and
flood control established by any law, ordinance, rule, regulation or permit.
13. In the event the terms and conditions of this Contract arc rendered ineffective or their effect
• changed by the Constitution, any Legislative changes, 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.
Industrial District Aprccment, Page 6
•
•
14. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit the Company and the City only.
15. 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.
16. The Company shall not sell, assign, or transfer any of its rights or obligations under this
Agreement in whole or in part without prior written consent of the City.
IT 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.
18. 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, 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.
19. The officers executing this Agreement on behalf of the parties hereby represent that such
officers have full authority to execute this Agreement and to bind the party he represents.
EXECUTED IN DUPLICATE ORIGINALS this the 23 day of April , 19 98.
ATTEST:
SECRETARY
Industrial District Agreement, Page 7
AIR PR UCTS, INCORPORATED
By
David H. Green
Printed Name
Director, Tax Administration and
Assistant Treasurer
Title
•
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
a12NACIO RAMIREZ, R , City Attorney
cAkIh76%1.cga111 DMA irl'roducts.Clcm.doc
Industrial District Agreement, Page 8
CITY OF BAYTOWN
PETE C. ALFARO, Mayor
Ll
APPENDIX A
AIR PRODUCTS, INCORPORATED
BAYTOWN INDUSTRIAL'DISTRICT NO. 1
FN1117
SRI Job No. 19151 -01
February 19, 1998
Metes and Bounds Description
16.4141 Acres (715,000 Sq. Ft.)
William Scott Upper League, A - 66
Harris County, Texas
Being a tract of land containing 16.4141 acres (715,000 square feet) of land situated in the William
Scott Upper League, Abstract No. 66, Harris County, Texas and being out of a called 53.990 acre
tract described as Parcel B in deed from Ashland Oil, Inc. to Faxon Corporation dated December 14,
1977 and recorded under Pile Nusnbet F424825, Film Code Number 183 -19 -1036 of the Harris
Counry Official Public Records of Real Property (H.C.O.P.R.R.P.) and the residue of a called 533.35
acre tract described in deed from Stuart A. Giraud to Humble Oil & Refining Company (now Exxon
Corporation) dated July 24, 1936 and recorded in Volume 1020, Page 460 of the Harris County Deed
Records (H.C.D.R.); said 16.4141 acre tract being more particularly described by metes and bounds
as follows with all bearings and coordinates 'referenced to the Exxon Baytown Chemical Plant
Coordinate System and based on monumentation provided by Exxon:
COMMENCING at a 1 -1/2 inch-iron pipe (N=3068,77, E- 740.29) found for an angle point in the
easterly line of an Exxon Pipeline Company pipeline corridor (100 feet wide) described in .deed
recorded in Volume 7369, Page 65 of the H.C.D.R. and under File Number C792423, Film Code
Number 098 -25 -1194 of the H. C. O. P. R. R. P., thence as follows;
North 02 °56'34" West, along said easterly line, at 227.94 feet passing a 1 -1/2 -inch iron pipe
found for the southwesterly corner of said 52.990 acre tract, continuing, in all 390.71 feet to
a point for corner;
North 87 °03'26" East, departing said easterly line, 215.05 feet to the northwesterly corner and
POINT OF BEGINNING of the herein described tract (N= 3470.00, E= 935.00);
THENCE, North 90 °00'00" East, 715.00 feet to the northeasterly corner of the herein described tract
(N =3470.00, E =1650.00);
THENCE, South 00 000'00" East, 1,000.00 feet to the southeasterly corner of the herein described
tract (N= 2470.00, E =1650.00);
THENCE, South 90 °00'00" West, 715.00 feet to the southwesterly corner of the herein described tract
(N= 2470.00, E= 935.00);
THENCE, North 00 °00'00" West, 1,000.00 feet to the POINT OF BEGINNING of the herein
described tract, containing a computed area of 16.4141 acres (715,000 square feet) of land.
This description was prepared by Survey Resources, Inc. in February 1998 along with an exhibit (SRI
DWG No. 911).
PAGE. 02
•
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EXXON CORPORATION
J.P. J (AfgIoUt C oz L CD 53 35 Ar-)
16.4141 ACRES (715, 000 SO. FT )
rMO. 1 -1 /r
i H.C.D.R.
WILLIAM SURVEY, A — 66
.SCOTT
HARRIS COUNTY, TEXAS
SURVEY RESOURCES, INC'. .
3200 WILCREST, SUITE 110
HOUSTON, TEXAS 77042,
(713) 783 -7238 FAX (713) 781 -5210
MSCALE:
1° - 500'
JOB NO.: 19151 -01
DATE: 02/19/1998
FIELD BOOK NO: 767
OTCS
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OC3CRIPTICN or TNC zvo4CT TRACT (FNtll7�
PAGE. 03
•
Appendix B
No portion of Air Products, Incorporated's Baytown Plant and
annexed by the City of Baytown as of the date of this agreement. As
describes in metes and bounds all of the property subject to this Agreement.
c:kIh72 \Legal \I DAV\irProducts.Appendix13
Appendix S, Page Solo
facilities have been
such, Appendix A