Ordinance No. 8,486990114 -10
ORDINANCE NO. 8486 _1
a _
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN ASSIGNMENT OF
THE INDUSTRIAL DISTRICT AGREEMENT OF HERITAGE INKS
INTERNATIONAL CORPORATION TO SUN CHEMICAL CORPORATION;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section l: 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
Assignment of the Industrial District Agreement of Heritage Inks International Corporation to
Sun Chemical Corporation. 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 14th day of January, 1999.
dz� e,
PETE C. ALFARO, Mayor
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
ACID RAMIREZ, ity Attorney
0 c:klhI34\ Council\ Ordinances \AssignmentonDA2SunChemica [Ordinance
•
r • "` Assignment of Industrial District Agreement to Sun
. Chemical Corporation
STATE OF TEXAS §
COUNTY OF HARRIS §
This Assignment of Industrial District Agreement (this "Assignment ") is made this
day of January, 1999, by and among the City of Baytown, a municipal corporation located in
Harris and Chambers Counties, Texas (the "City"), Heritage Inks International Corporation, a
Delaware corporation with a permit to engage in business in the State of Texas, ( "HIIC ") and
Sun Chemical Corporation, a �)e corporation with'a permit to engage in business
in the State of Texas ( "SCC ").
WITNESSETH:
WHEREAS, on the 24`h of October, 1996, the City Council of the City
authorized an Industrial District Agreement (the "Agreement ") with Heritage Inks
International Corporation ( "HIIC "); and
WHEREAS, effective the 15`h day of June, 1998, SCC acquired certain
- assets of HIIC including its facility, which is subject to the Agreement; and
WHEREAS, on the 22nd day of December, 1998, SCC sent a letter to the
City requesting the City to consent to the assignment the Agreement to SCC;
NOW, THEREFORE, in consideration of the foregoing and in consideration of the
mutual promises, covenants and agreements herein contained, the parties agree hereto as follows:
I.
Assignment and Assumption
Pursuant to paragraph 17 of the Agreement, HIIC hereby assigns all of its rights and
obligations under the Agreement effective January 1, 1998, to SCC; and SCC hereby assumes all
of HIIC's rights and obligations under the Agreement effective as of January 1, 1998. Such
agreement is attached hereto as Exhibit "A" and incorporated herein by this reference for all
intents and purposes.
Assignment of Industrial District Agreement, Page I
EXHIBIT A
® II.
Consent
C]
Pursuant to paragraph 17 of the Agreement and subject to the conditions listed herein, the
City hereby consents to the assignment of all of HIIC's rights and obligations under the
Agreement to SCC and the assumption of such rights and obligations by SCC. It is expressly
agreed that the consent given in this article is subject to the following terms and conditions:
(a) The City shall have the authority to collect any underpayment of Industrial
District Payments from SCC;
(b) The City shall have the authority to, and shall not be deemed to have waived the
right to, pursue and/or resolve any and all outstanding matters, including, but not
limited to, any breach of contract concerns, with SCC;
(c) The City shall have the authority to require strict compliance with any and all
terms of the Agreement;
(d) SCC shall assume all obligations and liabilities under the Agreement accruing
prior to and after the date of the effective date of this Assignment;
(e) SCC, or any entity acting by, through, or on behalf of SCC shall not contest the
City's authority to impose these additional conditions on the consent granted
herein.
Ill.
No Expansion of Rights
Notwithstanding any language in the Agreement or this Assignment to the contrary, the
City's consent granted herein shall not be deemed to expand the rights and privileges specified in
the Agreement and originally granted to HIIC.
1V.
Notice
All notices required to be given under this Assignment or the Agreement shall be given in
writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at
the respective addresses designated hereinbelow or at such other address as may be designated in
writing by SCC or the City. Notice given by mail shall be deemed given three (3) days after the
date of mailing thereof to the following addresses:
Assignment of Industrial District Agreement, Page 2
® SCC
Sun Chemical Corporation
222 Bridge Plaza South
P.O. Box 1302
Fort Lee, NJ 07024
Fax: (201) 224 -4392
Ai +.,: G eo*-.- Q Ca J•n ce
CITY
City of Baytown -
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Far: (281) 420 -6586
V.
Further Assurances
HIIC, SCC and the City shall execute such additional agreements as may be reasonably
necessary in the option of the City to reflect the foregoing assignment, assumption, and consent
among the parties hereto.
V1.
Severabilitv
All parties agree that should any provision of this Assignment be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Assignment or the
Agreement, which shall continue in full force and effect
VII.
Ambiguities
In the event of any ambiguity in any of the terms of this Assignment or the Agreement, it
shall not be construed for or against any party hereto on the basis that such party did or did not
author the same.
VIII.
Agreement Read
The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Assignment.
Assignment of Industrial District Agreement, Page 3
® IX.
Authority
C]
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 /she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the _ day of January, 1999, the date of execution by the Mayor of
the City of Baytown.
Assignment of Industrial District Ac,,reement, Page 4
HERITAGE INKS INTERNATIONAL
CO ORATION
0 ce 's Signature
Officer's Printed Name
Officer's Title
SUN CHEMICAL CORPORATION
Officer's Signature
me/V,(.1 A. rd 3(
Officer's Printed Name
�� <<T /IS�C✓��r� �f �2�i.�1�
Officer's Title
CITY OF BAYTOWN:
PETE C. ALFARO, Mayor
® ATTEST:
EILEEN P. HALL, City Cleric
APPROVED AS TO FORM:
NACIO RAMIREZ, kQCity Attorney
STATE OF t -u §
COUNTY OF n�9d07240_ � §
Before me, , the undersigned no ary public, on this day
personally appeared , in his/her capacity as 0t&112,
of Heritage Inks IntAnational Corporation, on behalf of such corporation,
known to me;
proved to me on the oath of ; or
✓ through his/her current Q/ Jn,rIA�_ r am� (description of
identification card or other document issued by the federal government or any
state government that contains the photograph and signature of the acknowledging
person)
(✓ one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he /she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seat of office this 'day of , 1999.
Notary Public and'for the State of
My commission e>`�nA M Notary Pub] Public of New Jersey
• My Commission Expires July 31, 2002
Assi -,nment of Industrial District Agreement, Page 5
t 4Eu��.2Y5¢�
® STATE OF T-BX S
COUNTY OF I+Ai�fdS §
bzo- cn
Before me, the undersigned notary ublic, on this day
personally appeared , in his/her capacity as V1 �2j' inlP%+
of Sun Chemical Corporation, on behalf of such corporation, aurzc -Q Cou )- - -
known to me;
proved to me on the oath of ; or
through his/her current {description of
identification card or other document issued by the federal government or any
state government that contains the photograph and signature of the acknowledging
person}
(✓ one}
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he /she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this 4"--day of GV )C4 , 1999.
P blic in ®r& State of
My commission expires:
ELIZABETH C. REYE9
A Notary Public of NeW Jgrm
My Commission Expires Fobruary 13, ggp
® c: kIh1331 LegalUDAISunChemical lAssignmentotlDA2SunChemical
Assignment of Industrial District Agreement, Page 6
® INDUSTRIAL DISTRICT AGREEMENT
BETWEEN
HERITAGE INKS INTERNATIONAL CORPORATION
AND
CITY OF BAYTOWN, TEXAS
This Agreement is made and entered into between the CITY OF BAYTOWN, Texas, a
municipal corporation in Harris County and Chambers County, Texas, hereinafter also referred to
as "Baytown" or "City," and HERITAGE INKS INTERNATIONAL CORPORATION, a
Delaware corporation with a permit to engage in business in the State of Texas, 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
970a, Revised Civil Statutes of Texas, (now TEX. LOC. GOVT CODE ANN. § 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. 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
WHEREAS, the City Council desires that all of Heritage Inks International Corporation's
Baytown Plant and facilities as described in Appendix A, be included in the Baytown Industrial
District No. 2; and further desires to enter into this contractual agreement with Heritage Inks
International Corporation, for this purpose; and
WHEREAS, Heritage Inks International Corporation's Baytown Plant includes 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
40 in direct support of these operations and either situated contiguous thereto or separated by public
roads; NOW THEREFORE,
EXHIBIT A
INDUSTRIAL DISTRICT AGREEMENT
PAGE 2
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:
The findings contained in the preamble hereof are declared to be true and correct and are
hereby adopted.
2. 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. 2 by Ordinance No. 893 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 Heritage Inks
International Corporation'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
INDUSTRIAL DISTRICT AGREEMENT
PAGE 3
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 (1) sewer or water service, (2) police protection, (3) fire 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 1996, the Company agrees to pay the City of Baytown an Industrial District payment
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
0 multiplied by the applicable industrial payment rate as detailed below.
® INDUSTRIAL DISTRICT AGREEMENT
PAGE 4
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 tar 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 takes
pursuant to this Agreement, which amount shall not include the tar payment
paid by the Company.
B. The Company's Industrial District Payment shall be calculated each year in the
following manner using then above definitions:
Full Value Payment
- Tax Payment
Industrial District 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 is not required to appraise the
land, improvements, and tangible personal property in then unannexed area for the
1996
.45
1997
.48
1998
.50
1999
.50
2000
.50
2001
.50
2002
.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 tar 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 takes
pursuant to this Agreement, which amount shall not include the tar payment
paid by the Company.
B. The Company's Industrial District Payment shall be calculated each year in the
following manner using then above definitions:
Full Value Payment
- Tax Payment
Industrial District 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 is not required to appraise the
land, improvements, and tangible personal property in then unannexed area for the
® INDUSTRIAL DISTRICT AGREEMENT
PAGE 5
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.
S. Furthermore, the City hereby agrees that for all new construction of the Company, which is
located within Industrial District No. 2 with value greater than $20 million, the industrial district
payment shall be calculated, subject to the limitations provided herein, as the fair market value, as
determined by the City of each new construction project multiplied by the property tax rate per
$100.00 of assessed valuation adopted by the City Council of the City of Baytown for financing the
® fiscal year in which such December due date falls, and multiplied by the applicable new construction
industrial district payment rate as detailed below. Such computation shall yield a product which, for
purposes of this agreement, shall be referred to as the "new construction industrial district payment."
® INDUSTRIAL DISTRICT AGREEMENT
PAGE 6
Such new construction industrial district payment rate shall apply only to qualified, new
construction and then only to the extent that the value of the Company's Baytown Plant, in Industrial
Disfridt-No. 2, exclusive of such qualified, new construction, equals or exceeds $2,777,140.00. If,
however, in any year, the market value of the Company's property is less than such amount, then
value of the new construction shall be added to the market value, and if such sum exceeds
$2,777,140.00, the value in excess of such amount shall be a factor in computing the new
construction industrial district payment.
This new construction industrial district payment shall first become effective as of January
1, irnrnediately following the date of the start of construction if such construction qualifies as "new
construction," as hereinafter defined, upon the earlier of the final completion of the new construction
or the expiration of two years from the date of the notice of the start of construction. The City may
allow, in its sole discretion, an extension of time to the Company in the event of unavoidable
circumstances or a force majeure that causes a delay to the Company in completing construction, but
nothing contained herein shall obligate the City to grant such an extension. For purposes of
determining whether new construction is qualified for the new construction industrial district
payment calculation, the City shall verify that the fair market value of the new construction after the
expiration of two (2) years from the effective date of the new construction industrial district payment
® INDUSTRIAL DISTRICT AGREEMENT
PAGE 7
computation, equals or exceeds $20 million dollars. Thus, if after the two year period, the fair
market value of the new construction is less than $20 million, the difference between the amount
that would have been paid pursuant to the industrial district payment calculation and the amount
actually paid pursuant to the new construction industrial district payment shall be recaptured by the
City and shall be paid within sixty (60) days after written notice of the non - qualification of the new
construction for the new construction industrial district payment computation by the City or its
designee to the Company. In no case, shall the period to which the new construction industrial
district computation applies, inclusive of construction and completion, extend beyond the term of
this agreement.
The term "new construction" as used in this paragraph shall mean permanent buildings and
structures, fixed machinery, fixed equipment and process units, site improvements and that office
space and related fixed improvements necessary to the operation and administration of the Company,
all of which commence subsequent to the effective date of this Agreement and ,whose value will
exceed- $20 million. "New construction" shall not include land, inventories, supplies, tools,
furnishings and other forms of movable personal property, vehicles, vessels, aircraft, housing, hotel
accommodations, deferred maintenance investments, property to be rented or leased, any
improvements, including, but not limited to, those which produce, store, or distribute natural gas,
fluids, or gases which are not integral to the operation of the facility, property that has an expected
useful life of less than fifteen (15) years, or any property owned or used by the State of Texas or its
political subdivisions or any organization owned, operated or directed by a political subdivision of
the State of Texas.
Throughout the term of this Agreement, all new construction shall be valued separately and
included in the aforementioned industrial district payment only to the extent that the value of the new
construction is not subject to the new construction industrial payment district computation.
In the event that the Company allows all or any part of its new construction industrial district
payment to become delinquent, this portion of the Agreement, dealing specifically with new
® construction, shall be null and void; and all payments previously reduced by virtue of this section
® INDUSTRIAL. DISTRICT AGREEMENT
PAGE 8
(i.e., the difference between the industrial district payment and the new construction industrial
district payment) shall be recaptured and paid within sixty (60) days of the delinquency date.
The Owner shall send written notice to the City of the date of the start of construction on or
before thirty (30) days after project approval by the Company; provided, that if any project approval
by the Company occurred prior to the effective date of this agreement in the year in which this
contract is executed, such notice shall be due on or before thirty days (30) after the execution of this
agreement. Such notice shall include a description of the project along with a verified statement of
an officer of the Company, who has the authority to bind the Company, that the project qualifies as
new construction as defined herein and should be subject to the new construction industrial district
payment. The Company agrees that the failure to provide the City with this notice prior to the start
of construction shall constitute a waiver of any right or privilege to calculate the amount due to the
City based on the new construction industrial district payment rate and that such new construction
shall be factored into the full industrial district payment as described in section 4 of this Agreement.
6. 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
7 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.
7. If any disagreement arises between the parties conceming 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 AGREEMENT
PAGE 9
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.
8. 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 tares; provided, however, that this 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.
9. 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. 2 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
® INDUSTRIAL DISTRICT AGREEMENT
PAGE 10
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.
10. 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. 2, 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 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
Natural Resource Conservation Commission, the Texas Air Control Board, 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.
11. 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.
® INDQSTRIAL DISTRICT AGREEMENT
PAGE 11
12. 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. 2, 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.
13. 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.
14. In the event the terms and conditions of this Contract are 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.
15. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit the Company and the City only.
16. 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.
17. The Company shall not sell, assign, or transfer any of its rights or obligations under this
Agreement in whole or in part without prior %�Titten consent of the City.
INDUSTRIAL DISTRICT AGREEMENT
PAGE 12
18. 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.
19. 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,
Hams County, Texas.
20. 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 �� day of
OCZT— , 19 J� .
HERITAGE INKS INTERNATIONAL
CORPORATION
By 1
I i"? OrnG ( /vac.
Printed Name
G
Title
Subscribed and Sworn To Before Me On the /Y Day Of
1996 To Certify Which Witness My Hand And Official Seal
Notary Public In And For
® The State Of
Name Typed or Printed
My Commission Expires
G?C'.>-.
SUSAN E. AMPS
ICTARY PUR4 i- ()F NEW JERSEY
M'CQMMIF` ..,HIRES AUG. 18.2000
INDUSTRIAL, DISTRICT AGREEMENT
PAGE 13
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
ACID RAMIREZ, , City Attorney
c:lcontractlidalhcritagc.ida
•
CITY OF BAYTOWN
PETE C. ALFARO, Mayor
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