Ordinance No. 8,80020000113 -9
Ordinance No. 8800
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN INDUSTRIAL
DISTRICT AGREEMENT WITH TEXAS BRINE COMPANY BAYTOWN, LLC;
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 Texas Brine Company Baytown, LLC. 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 13'h day of January, 2000.
('_ 454:1�
PETE C. ALFAR , Mayor
ATTEST:
;9:�' ale---L , " ' 2��
EILEEN P. HALL, City Clerk
oxaRs towel=
ACIO RAMIREZ, , City Attorney
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® INDUSTRIAL DISTRICT AGREEMENT
BETWEEN
TEXAS BRINE COMPANY BAYTOWN, LLC
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 TEXAS BRINE COMPANY BAYTOWN, LLC, a limited liability
company 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 1 963 adopted the "Municipal Annexation Act," Article
970x, 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. 899 dated the 26`h 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 all of Texas Brine Company Baytown, LLC's
Baytown Plant and facilities as described in Appendix A, be included in the Baytown Industrial
District No. 3; and further desires to enter into this contractual agreement with Texas Brine Company
Baytown, LLC for this purpose; and
WHEREAS, Texas Brine Company Baytown, LLC's Baytown Plant includes both real and
personal property within the corporate limits or extraterritorial jurisdiction of the City used in its salt
evaporation process 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
@HIBIT A
1. 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
used, occupied, leased, rented or possessed by the Compan
Industrial District No. 3 by Ordinance No. 899 and
extraterritorial status as an Industrial District and shall not
shall the City attempt to annex, or in any way cause or per
during the term of this Agreement, except for such parts of
to annex in order to annex property owned by third parties
may decide to annex. The City further agrees, promises an
Agreement the City of Baytown shall not apply or purport t
to either the Industrial District area described in Appendi
Company Baytown, LLC's Baytown Plant and facilities M
Baytown, which areas, both annexed and otherwise, are join
attached Appendix B, except as relating to noise, vibration,
performance standards as hereinafter provided. Specificall
promises and guarantees that it will not extend to the F
ordinance, rule or regulation (a) governing plats and the
zoning, building, electrical, plumbing or inspection code or
any manner whatsoever control over the conduct of the Co
shall not be required to obtain building permits for const
structures that enclose a space used for sheltering any Groul
.as defined in the Southern Standard Building Code and th
:within the area described by Appendix B, but the Company i
the area described by Appendix A shall be built in accordan(
Standard Building Code. The City further agrees that duri;
levy or purport to levy ad valorem taxes against any real or f
leased, rented, or possessed by the Company within the Inc
3. It is further agreed that during the term of this Agri
required to fiunish municipal services to the Company's Bay
Industrial District or the annexed areas noted in Appendix I
the City to property owners within its boundaries, exce
Specifically, but without limitation, it is agreed that the C
furnish (1) sewer or water service, (2) police protection, (3)
and (5) garbage, pickup service.
ind and improvements thereon owned,
within the area designated as Baytown
nendments thereto shall continue its
>e annexed by the City of Baytown nor
nit to be annexed any of such property
'ompany's property as may be necessary
ithin the Industrial District that the City
I guarantees that during the term of this
apply any ordinance, rule or regulation
A or certain portions of Texas Brine
rich have been annexed by the City of
ly described by metes and bounds in the
irainage or flood control, and pollution
, but without limitation, the City agrees,
-operty described by Appendix A any
abdivision of land; (b) prescribing any
,odes; and (c) attempting to exercise in
npany's business thereof. The Company
action of structures, other than those
A, B, E, F, I, M, F, and S occupancies,
1 are located on the annexed property
oes agree that any structure built within
with the latest edition of the Southern
g the term of this Agreement it will not
;rsonal property owned, used, occupied,
.rstrial District.
ment the City of Baytown shall not be
wn Plant, which are located within the
ordinarily and customarily supplied by
as provided by mutual agreement.
of Baytown shall not be required to
re protection (4) road or street repairs,
4. The Company and the City of Baytown recognize t at 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,
Industrial District Agreement, Page 2
® beginning in 1999, the Company agrees to pay the City of Baytown an Industrial District payment
on or before December 31 st of each year during the term of this Agreement, such payment to be
calculated on the basis of the below stated formula:
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, 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.
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.
Industrial District Agreement, Page 3
E �k
'z
-MW YEAR OF ,.�Y
r
, ;� ��s r
+ �* INDUSTRIAUE."I
aVALUATION t
yh^ }» ;PAYMENT RATEY
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.
Industrial District Agreement, Page 3
B. The Company's Industrial District Payment shall be calculated each year in the
following manner using the 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 the 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
Industrial District Agreement, Page 4
® 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
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, attorney's 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 alien 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. 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
attorney's 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.
Industrial District Agreement, Page 5
® 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.
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 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, 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.
0
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. 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 "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 percent (50 %) 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
Industrial District Agreement, Page 6
L J
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 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.
14. This Agreement shall not bestow any
benefit the Company and the City only.
15. This Agreement contains all the
and is the full and final expression of the
16. If the Company conveys all or any 1
Company shall thereupon cease to be oblil
grantee thereof assumes in writing the oblig,
provided, however, that no such conveyance
shall have been furnished with a copy of the i
and (ii) such assumption and the form there
upon any third party, but rather, shall bind and
of the parties relating to the subject matter hereof
between the parties.
of the property covered under this Agreement, the
I with respect to the property so conveyed, if the
s hereof with respect to such property so conveyed;
1 be binding on the City (i) until such time as the City
.anent whereby the grantee assumed such obligations
approved in writing by the City.
17. Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any. rights or remedi s 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 fPure of performance.
18. This Agreement shall in all respects b!e 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.
Industrial District Agreement, Page 7
EXECUTED IN DUPLICATE ORIGINALS this the day of
TEXAS BRINE COMPANY BAYTOWN, LLC
ATTEST:
ki..
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
ACID RAMIREZ, W., City Attorney
cAMyDocumcnts \Contract\1 DA \TexasBrine.doc
Industrial District Agreement, Page 8
By ~��:�- �►..c.a
v
Printed Name
01 ce 0FAir
Title
CITY OF BAYTOWN
PETE C. ALFARO, Mayor
`From= STEWART TITLE
DWTWN
+7136513112
EXHIBIT A
+7136513112 T -096 P -11/12 F -164
An 11.5852 acre tract of land (the "Bayer Tract ") out of a 90.8157
act of land conveyed to Bayer Corporation by Sharon Ellis, by deed dated May
95; and recorded in Volume 265, Page 482 of the Official Public Records of
ae%s'County, Texas, said Bayer Tract being described more particularly as fol-
:
1NOTF: AI.L BEARINGS ARE RASED ON BAYER SOUTHEAST
tOLANT BEARINGS AND ALL N AND E COORDINATES REFER TO
THE BAYER SOUTHEAST PLANT COORDINATE SYSTEM AND ALL
X AND Y COORDINATES REFER TO THE STATE PLANE
COORDINATF SYSTEM, SOUTH CENTRAL ZONE, 1927 DATUM. TO
OBTAIN LAMBERT BEARINGS + 47'40106" IN THE NORTHWEST
AND SOUTHEAST QUADRANT AND - 47 "4906" IN THE NORTHEAST
AND SOUTHWEST QUADRANT.
COMMENCING at a' /z inch iron rod found for the South comer of said
90.8157 acre tract of land at the intersection of the Northeast line of a tract of
land called SECOND TRACT in a deed from Fleda Schilling, et al, to Hous-
ton Lighting and Power Company dated May 7, 1966, and recorded in Vol-
ume 276 at Page 469 of the Deed Records of Chambers County, Texas, with
the North right of way line of F. M. Highway MEN . 1405, 300 foot right Coordinate
way. This COMMENCING corner has a Bayer
System Value of N 914.58 and E 9278.78 and a State Plane Coordinate Sys-
tem Value of Y = 719,651.08 and X = 3,301,007.73.
THENCE North 1 l deg 57 min 45 sec East a distance of 109.28 feet to a'' /z
inch iron rod set for the South corner of this tract of land and the POINT OF
BEGINNING. This eEG IINNTN 9 comer 9301-43 a
301 4aand a State Plane Coordi-
nate System Value f N
System Value of Y = 719,739.77 and X = 3,300,943.99.
THENCE North 54 deg 15 min 11 sec West with the Southwest line of this
tract of land being parallel and I(}0 feet ofland a angles
istance of 70.43 feet to a
Southwest line of said 90.8157 acre tract
'A inch iron rod set for the West 'comer of this tract of land.
THENCE EAST with the North line of this tract of land a distance of 1520.
feet to a' /z inch iron rod set for the Northeast corner of this tract of land.
FK0046
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+7136513112
From- STEPIART.TITLE DWTWN
+7136513112 T -096 P.12/12 F -164
THENCE SOUTH with-the East line of this tract of land a distance of 267.65
feet to a' /i inch iron rod set for the �,)utheast corner of this tract of land.
THENCE in a Westerly direction with the South line of this tract, being par-
allel and 100 feet North of the South line of said 90.8157 acre tract of land
and a curve to the right, concave North, having a central angle of 08 deg 52
min 51 sec, a radius of 5479.58 feet, a length of 849.33 feet and a chord
bearing and distance of South 73 deg 30 min 30 sec West 848.48 feet to the
PLACE OF BEGTNNTNG, containing within said boundaries 11.5852 acres
of land.
.N
PRB0746