Ordinance No. 9,549ORDINANCE NO. 9549
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING THE PURCHASE AND SALE AGREEMENT WITH DEGUSSA
ENGINEERED CARBONS, LP, FOR THE PURCHASE OF 47.6077 ACRES
FOR THE PROPOSED NORTHEAST DISTRICT WASTEWATER
TREATMENT PLANT; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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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 a
Purchase and Sale Agreement with Degussa Engineered Carbons, LP, for the purchase of 47.6077 acres
for the proposed Northeast District Wastewater Treatment Plant. A copy of said agreement is attached
hereto as Exhibit "A" and incorporated herein 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 I Oh day of April, 2003.
PETE C. ALFARO, Ma r
ATTEST:
GA9Y VV. MITH, City Clerk
APPROVED AS TO FORM:
NACIO RAMIREZ, S ., ity Attorney
FAKaren\Files \City Counci l\ Ordinances\ DegussallortheastWastewaterTreatment .doc
• PURCHASE AND SALE AGREEMENT
AGREEMENT made this 11`h day of April, 2003, between DEGUSSA ENGINEERED
CARBONS, LP., a Delaware limited partnership, qualified to do business in the State of Texas
having an address at 1215 Main Street, Port Neches, Texas 77651 (hereinafter called "Seller "), and
THE CITY OF BAYTOWN, having an address at 2401 Market Street, Baytown, Texas 77520
(hereinafter called "Purchaser ")
FOR AND IN CONSIDERATION OF the mutual covenants and agreements contained
herein and intending to be legally bound hereby, Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller the Premises subject to the terms and conditions set forth in this
Agreement.
1. DEFINITIONS
1.1 Defined terms. The following terms, when used herein with initial capitalization, shall
have the meanings specified in this section:
1.1.1 "Closing" shall mean the payment of the Purchase Price (defined below) to
Seller and the delivery of the Deed (defined below) to Purchaser in recordable form in
accordance with this Agreement.
1.1.2 "Closinz Date" shall mean the date on which the Closing occurs pursuant to
this Agreement.
1.1.3 "Deed" is defined in section 4.1 (Deed) below.
1.1.4 "Premises" shall mean all of Seller's right, title and interest in and to that
certain parcel of land described in Schedule A annexed hereto and hereby made a part hereof,
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• together with Seller's right, title and interest in and to the buildings and improvements now or
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hereafter located thereon; all fixtures owned by Seller and situated upon said parcel of land;
and all right, title and interest, if any, of Seller in and to (1) any strips, gores, hereditaments
and appurtenances in or affecting said parcel of land, and (ii) any highways, streets, roads and
avenues abutting said parcel of land to the center lines thereof.
1. 1.5 "Purchase Price" is defined in section 2.1 (Payment of Purchase Price) below.
1.2 Interpretation. Whenever used in this Agreement, the singular number shall include the
plural, the plural shall include the singular, and the use of any gender shall include all genders. The
words "includes" and "including" shall not be deemed to be limiting, whether or not followed by the
words "without limitation" or the like. References to a section shall mean a section of this
Agreement unless the context requires otherwise.
2. PURCHASE PRICE
2.1 Payment of Purchase Price. The purchase price for the Premises ( "Purchase Price ") and
rights assigned herein shall be ONE HUNDRED THIRTY -FIVE THOUSAND AND NO /100
DOLLARS ($135,000.00) to be paid by Purchaser to Seller, subject to adjustment as expressly set
forth herein, at the Closing by wire transfer of immediately available funds denominated in U.S.
dollars or by such other means as Seller may direct.
3. TITLE
3.1 Permitted Exceptions. Seller shall deliver title to the Premises subject to the following
exceptions (collectively the "Permitted Exceptions "):
(i) Building, building line, use and occupancy restrictions;
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i(ii) Zoning and building laws, rules, regulations, codes and ordinances of the municipal,
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local, village, town, city, state and federal governmental authorities having
jurisdiction over the Premises;
(iii) Any state of facts that an accurate survey of the Premises would disclose;
(iv) Any state of facts that an inspection of the Premises would disclose;
(v) Rights, if any, heretofore or hereafter acquired by any utility company to lay,
construct, install, maintain, repair and operate lines, cables, poles, distribution boxes,
cable boxes, meters, conduits, pipes and the like, in, under, over and upon the
Premises;
(vi) Consents, if any, by Seller, and by any former owner of the Premises, to the erection
and maintenance of any structures in, under, over and upon sidewalks, highways,
streets, roads and avenues abutting the Premises;
(vii) All laws, rules, regulations, codes, ordinances, orders, permits, consent orders,
consent agreements and other governmental requirements applicable to the Premises;
(viii) Variations between the lines of record title and any fences, retaining walls, hedges
and the like;
(ix) Those restrictions, covenants, conditions, exceptions, reservations, agreements,
easements and other matters affecting title to the Premises that are of record, whether
or not more particularly described in Schedule C annexed hereto and hereby made a
part hereof,
(x) Titles or rights of any party to: tidelands, or lands compromising the shores or beds of
navigable or perennial rivers and streams, lakes, bays, gulfs or oceans; lands beyond
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0 the line of the harbor or bulkhead lines as established or changed by any government;
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statutory water rights including, riparian rights; or to the area extending from the line
of mean low tide to the line of vegetation, or the rights of access to that area or
easement along and across that area;
(xi) Police powers of governmental authorities; and
(xii) Rights, titles and interests of others in any highways, streets, roads and avenues
abutting, entering onto or running through the Premises.
3.2 Title. Purchaser shall accept such title to the Premises as any title insurance company
authorized to do business in the State of Texas is willing to insure, subject only to the title insurance
company's normal and standard title exceptions and to the Permitted Exceptions. This provision
shall not be deemed to require Purchaser to obtain title insurance with respect to the Premises.
3.3 Franchise Taxes. Unpaid franchise taxes of any corporation in the chain of title to the
Premises shall not be deemed an objection to title thereto if, at the Closing, Seller deposits with the
title insurance company insuring Purchaser's title such sum as may be required by such company to
affirmatively insure that such taxes will not be collected by recourse to the Premises.
4. FURTHER AGREEMENTS OF SELLER AND PURCHASER
4.1 Deed. Seller shall convey the Premises to Purchaser by a special warranty deed (the
"Deed "), which Deed shall contain a restrictive covenant that shall restrict the Purchasers' use of the
Premises to a wastewater treatment facility or for other municipal purposes and which Deed shall
also contain a restrictive covenant that requires any subsequent purchaser of the Premises to assume
the Purchaser's covenants set forth in Section 5 hereof. Seller shall deliver, or cause to be delivered,
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• the Deed to Purchaser at the Closing. A copy of such Deed is attached hereto as Schedule B and
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incorporated herein for all intents and purposes.
4.2 Transfer Taxes and Other Expenses. Seller shall pay or cause to be paid (a) all real estate
transfer taxes due with respect to the conveyance of the Premises in accordance with Section 8.1 of
this Agreement and (b) the legal fees and other expenses incurred by Seller with respect to the
transaction contemplated by this Agreement (whether incurred prior to, on or after the Closing Date).
Purchaser shall pay or cause to be paid (a) all real estate transfer taxes due with respect to the
conveyance of the Premises in accordance with Section 8.1 of this Agreement, (b) all title
examination, title insurance, survey, inspection and examination with respect to the Premises, if any,
(c) all fees with respect to the recordation and filing of the Deed and (d) the legal fees and other
expenses incurred by Purchaser with respect to the transaction contemplated by this Agreement
(whether incurred prior to, on or after the Closing Date). Each party hereto shall execute any returns,
reports, affidavits or other tax forms required for the recordation and filing of the Deed.
4.3 Authority. Seller and Purchaser each covenants, represents and warrants that (a) it has all
of the power and authority necessary to execute this Agreement and to perform all of the actions
contemplated by this Agreement, and (b) such execution and performance has been authorized by all
necessary resolutions and votes.
4.4 Consents. Seller and Purchaser each covenants, represents and warrants that it will
diligently seek all governmental and other consents, approvals, orders and authorizations necessary
or appropriate for the consummation of the transaction contemplated by this Agreement.
4.5 Tax Matters. After Closing, the parties agree to amend the Industrial District Agreement
among the parties dated October 24, 1996, to reflect the sale of the Premises to Purchaser. Purchaser
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• further agrees that any payments due after the Closing Date will be prorated in accordance with
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Section 8.1. Commencing in 2004, real property covered under the Industrial District Agreement
shall be based on an assessment of such property without the Premises. Purchaser, to the extent
necessary, shall adjust in such agreement Seller's tax parcels to reflect the sale of the Premises
hereunder. Purchaser further agrees to hold the Seller harmless from any rollback or additional taxes
that Purchaser may be liable for after the Closing due to a change in the use of the Premises. This
paragraph shall survive the Closing.
4.6 Delivery of Possession. Upon Purchaser's satisfaction of all of the obligations to be
performed by it at or prior to the Closing pursuant to, and in accordance with, this Agreement, Seller
shall deliver exclusive possession of the Premises to Purchaser at the Closing free of tenancies or
other occupancies by parties claiming a tenancy or other right of occupancy by or through a written
agreement with Seller.
4.7 Reconveyance. In the event that the Purchaser elects not to proceed with the
construction of its proposed wastewater treatment facility on the Premises by December 31, 2020,
then Purchaser agrees to reconvey the Premises to Seller upon Seller's return of the Purchase Price.
This paragraph 4.7 shall survive the Closing.
4.8 Assignment of Rights. Seller represents and warrants that Seller has the right to cross
the fee strips of land owned by third parties, which divides the Premises and that Seller has the right
to assign such rights. As such, Seller hereby grants to Purchaser all of its rights and authority to
cross the fee strips of land owned by third parties and shall execute all documents deemed necessary
by the Purchaser to transfer and assign these rights. Should Seller be unable or otherwise fail to
assign such rights in a manner necessary for the Purchaser to use the Premises for its intended use as
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enumerated above on or before the Closing Date, the Purchaser shall have the absolute right to
terminate this Agreement without any further liability or obligation hereunder.
5. ENVIRONMENTAL PROVISIONS
5.1 Contingency. This entire Agreement is expressly contingent upon and subject to the
approval of the City Manager of the City of Baytown of an environmental site assessment ( "ESA ")
of the Premises. Approval of the City Manager shall not be unreasonably withheld. Purchaser shall
cause to be performed a Phase I ESA within 90 days after the effective date of this Agreement.
Should the City Manager determine that based upon such Phase I ESA, a Phase II ESA is necessary,
Purchaser shall cause the Phase II ESA to be performed within 120 days after the effective date of
this Agreement. Should the ESA not be approved by the City Manager within 90 days after the
effective date of this Agreement if only a Phase I ESA was performed or within 120 days after the
effective date of this Agreement if a Phase II ESA was performed, the Purchaser shall have the
absolute right to terminate this Agreement without any further liability or obligation hereunder.
Should Purchaser fail to complete the assessment within the 90 -day or 120 -day period prescribed
above or not obtain the approval of the City Manager within the applicable time period, Seller, in it
sole discretion, may terminate the agreement, without any further liability or obligation to Purchaser.
5.2 No warranties. Notwithstanding anything to the contrary contained in this Agreement, it
is understood and agreed that with respect to the physical and environmental condition of the
Premises, the Premises is being sold and conveyed "As Is," "Where Is" and "With All Faults" and
subject to any Environmental Condition (as such term is defined below) that may exist, provided that
Seller discloses prior to closing without any representation or warranty Environmental Conditions
known to Seller to exist on the Premises. Purchaser hereby expressly acknowledges and agrees that
0 (i) Purchaser has thoroughly inspected and examined the Premises to the extent deemed necessary by
Purchaser in order to enable Purchaser to evaluate the purchase of the Premises, and (ii) Purchaser is
relying upon not only such inspections, examination, and evaluation of the Premises by Purchaser
but also on representations made by Seller of Environmental Conditions known to Seller in
purchasing the Premises on an "As Is," "Where Is" and "With All Faults" basis without
representations, warranties or covenants, express or implied, of any kind or nature.
5.3 Post-Closing Release. Purchaser hereby assumes the risk that Environmental Conditions
may exist on the Premises and hereby releases Seller, its predecessors, successors and assigns from
any and all damages, losses, costs, claims, actions, proceedings, obligations, fines, expenses or
liabilities (whether absolute, accrued, conditional or otherwise), including, but not limited to, out -of-
pocket expenses and reasonable attorneys' and accountants' fees and expenses which might arise out
of or in connection with the physical or Environmental Condition of the Premises. As used herein,
the term "Environmental Condition" shall mean any condition, fact, event or circumstance in any
way related to the presence of chemicals, contaminants or pollutants of any description on or near the
Premises, or on, under or upon to the soil, ground water, surface water of the Premises which could
or does result in any Losses, including, without limitation, any such condition resulting from the
past, present or future operations conducted on the Premises.
5.4 Waiver of Claims. Purchaser acknowledges that it is familiar with the operations and
emissions from the Seller's carbon black facility that is adjacent to the Premises and hereby agrees to
release and waive any claim against Seller, its successors and assigns, that may arise in the future as
a result of the migration of permitted plant emissions from such facility, as it may be expanded or
changed from time to time, onto the Premises.
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• 5.5 Survival. This paragraph 5 shall survive the closing of this Agreement and shall be
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binding upon the parties in the event of a conveyance of the Premises to Purchaser under this
contract.
6. BROKERS
6.1 Broker's Fees. Seller and Purchaser each covenants, represents and warrants that it has
not dealt with a broker or finder in connection with this transaction. Neither party will be liable to
the other for any and all losses, damages, suits, actions, proceedings, liens, judgments, costs,
expenses (including reasonable attorneys' fees), penalties, orders, obligations, indebtedness and
liabilities (absolute or contingent) that the other party sustains, incurs or is exposed to by reason of
any claim, for a broker's, finder's or similar fee or commission with respect to this transaction. This
paragraph shall survive the Closing.
7. CLOSING
7.1. Closin . The Closing shall take place at the offices of Purchaser on or about
Septemberl0, 2003 at 10:30 AM or at such other location, date and time as Seller and Purchaser
may agree in writing.
8. ADJUSTMENTS
8.1 Adjustments. Real estate taxes and any assessments shall be apportioned as of the day
before the Closing.
8.2 Survival. Any errors or omissions in computing apportionments at the Closing shall be
corrected. This paragraph shall survive the Closing.
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• 9. NOTICE
9.1 Notices. Any notice, report or demand required, permitted or desired to be given under
this Agreement, shall be in writing and shall be deemed to have been sufficiently given, delivered or
served for all purposes (a) five (5) days after the same has been mailed by postage prepaid, registered
or certified mail, return receipt requested, or (b) upon receipt, if the same has been duly deposited,
postage prepaid, for delivery the next business day with Federal Express or another reputable,
overnight courier service providing proof of delivery, in each case addressed to the respective parties
as follows:
If to SELLER:
Mr. James Hickey
Degussa Engineered Carbons, LP
379 Interpace Parkway
P.O. Box 677
Parsippany, NJ 07054 -0677
With a copy, which shall not constitute notice, to:
Degussa Corporation Legal Department
379 Interpace Parkway
P.O. Box 677
Parsippany, NJ 07054 -0677
If to PURCHASER:
Mr. Gary Jackson
City of Baytown
2401 Market Street,
Baytown, Texas 77520
With a copy, which shall not constitute notice, to:
Mr. Ignacio Ramirez, Sr.
City of Baytown
P.O. Box 424
Baytown, Texas 77022
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® By written notice to the other party, a party may designate a new address to which notices,
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reports or demands to it shall thereafter be given, delivered or served.
10. FAILURE TO CONVEY
10.1 Failure to Convey. In the event Seller is unable to convey the Premises to Purchaser (or
to cause the same to be conveyed to Purchaser) in accordance with the terms of this Agreement, or if
any representation or warranty of Seller herein is inaccurate or untrue and same is discovered prior to
the Closing, or if Seller is unable to perform the covenants herein to be performed by Seller, or if any
conditions to be satisfied hereunder by Seller are not satisfied, then Purchaser shall have, along with
all other available remedies, the option of either (a) terminating this Agreement, in which event
neither party shall have any further rights or obligations hereunder, and Purchaser shall be deemed to
have waived any claim,. at law or in equity, either against Seller or against any person, known or
unknown, disclosed or undisclosed, or (b) accepting such title as Seller shall be able to convey, with
an equitable abatement or reduction of the Purchase Price.
11. TERMINATION OF AGREEMENT
11.1 Termination by Purchaser. In the event this Agreement is terminated by Purchaser
pursuant to any right specifically granted to it under the terms of this Agreement (and not as a result
of Purchaser's default hereunder), Purchaser shall have no rights or remedies against Seller
whatsoever, and, except as otherwise expressly provided in this Agreement, this Agreement shall be
deemed null and void and no party hereto shall have any obligations to or rights against the other
hereunder. Notwithstanding anything to the contrary contained in this Agreement, Seller, its
successors, officers, directors, employees, agents and assigns, shall not have any personal liability
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• hereunder, and Purchaser hereby releases the aforesaid persons and entities from all claims, at law or
in equity, arising out of or relating to this Agreement or the Premises (including, without limitation,
any Environmental Condition), or arising out of or relating to any breach of any covenant, warranty
or representation contained in this Agreement.
12. RIGHTS OF FIRST REFUSAL
12.1 Processed Water. Purchaser hereby grants Seller the right of first refusal with respect to
the purchase of up to one million gallons per day of the water discharged from the wastewater
treatment plant ( "Processed Water ") that Purchaser proposes to construct on the Premises. Until
Seller has contracted to obtain one million gallons per day of Processed Water from the Purchaser,
before accepting any bona fide offer for Processed Water, Purchaser shall present such offer to Seller
in writing. Seller shall have 45 days from receipt of such offer to notify Purchaser in writing whether
it will offer to purchase Processed Water on the same terms and conditions set forth in the Offer.
Purchaser agrees to accept such an offer from the Seller and sell Processed Water to Seller on such
terms and conditions as set forth in the original offer.
12.2 Premises. Purchaser hereby grants Seller the right of first refusal with respect to the
purchase of the Premises, in the event that the Purchaser elects to sell the Premises at any time after
it commences operation of a wastewater treatment facility. Before accepting any bona fide offer for
the Premises, Purchaser shall present such bona fide offer to Seller in writing. Seller shall have 45
days from receipt of such offer to notify Purchaser in writing whether it will offer to purchase
Premises on the same terms and conditions set forth in the original offer. Purchaser agrees to accept
such an offer from Seller and will sell the Premises on such terms and conditions as set forth in the
original offer.
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0 12.3 Survival. This paragraph 12 shall survive the Closing.
13. MISCELLANEOUS
13.1 Waivers. A waiver of any tern or condition of this Agreement must be in writing and
signed by the party against whom such waiver is sought to be enforced. No waiver of any breach
hereunder shall be deemed a waiver of any other breach hereunder (including, without limitation, any
subsequent breach hereunder).
13.2 Amendments. This Agreement may not be altered, amended, changed, waived,
terminated or modified in any respect or particular unless the alteration, amendment, change, waiver,
termination or modification is in writing and signed by the party against whom it is sought to be
enforced.
13.3 Governing Law. This Agreement shall be governed by, and interpreted and enforced in
accordance with, the law of the State of Texas, Harris County, exclusive of its choice of law rules.
13.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, executors, administrators, successors and assigns.
Purchaser may not assign this Agreement, any right to any payments made hereunder, any right to be
named as transferee in the Deed contemplated by this Agreement or any other rights or obligations
under this Agreement without Seller's prior written consent, which consent may be withheld by
Seller in its sole discretion.
13.5 Entire Agreement. All understandings and agreements heretofore made between the
parties hereto are merged in this Agreement which alone fully and completely expresses their
agreement, and the same is entered into after full investigation, neither party relying upon any
statement or representation made by the other not embodied in this Agreement. This Agreement
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0 shall be given a fair and reasonable construction in accordance with the intentions of the parties
hereto, and without regard to, or the aid of, canons requiring construction against the grantor, Seller
or the party that drafted the Agreement.
13.6 Seller's Obligations. The acceptance of the Deed to the Premises by Purchaser shall be
deemed to be a full performance and discharge of every agreement and obligation on the part of
Seller to be performed pursuant to the provisions of this Agreement except those, if any, that survive
the Closing.
13.7 Effectiveness of Agreement. Submission by Seller of this Agreement for execution by
Purchaser shall neither confer any rights nor impose any obligations on either party hereto unless and
until both Seller and Purchaser shall have executed this Agreement and duplicate originals thereof
shall have been delivered to Seller and Purchaser.
13.8 No Representations or Warranties. Purchaser expressly acknowledges that, except as
may be otherwise expressly set forth in this Agreement, neither Seller nor any party acting on Seller's
behalf has made or has been authorized to make any covenants, representations, warranties or
statements with respect to the subject matter of this Agreement or has held out any inducements to
Purchaser to execute this Agreement.
13.9 Headings. The headings in this Agreement are included for convenience of reference
only, shall not constitute a part of this Agreement for any other purpose and shall not be used as an
aid in construing any of the terms, conditions or other provisions of this Agreement.
13.10 Counterparts. This Agreement maybe executed in several counterparts which, when
taken together, shall constitute one and the same instrument.
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® IN WITNESS WIHEREOF, the parties hereto have duly executed this Agreement the day and
!� year first above written.
A
By._
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Date
ATTEST:
SELLER:
DEGUSSA i
By:
Name- -� c
Date:
PURCHASER:
CITY OF BAYTOWN
By
Name:
Title:
Date:
By-,
Name:
Title:
Date:
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Schedule A - Premises
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METES AND BOUNDS
DESCRIPTION
Description of 44.6151 acres of land out of a called 215.4321 acre tract conveyed by deed dated
July 6, 1995 from J.M. Huber Corporation to Engineered Carbons, Inc. as recorded under Harris
County Clerks File Number 8470540, and being situated in the WM. Bloodgood League, Abstract
Number 4, Harris County, Texas; (note: bearings are based on the west line of said tract 3, and
tract 4, of said 215.431 acres)
COMMENCING at a 518 inch iron rod with cap found at the intersection of the north right -of -way
line of Needle Point Road (Based on a 60 foot width) with the southeasterly line of the Southern
Pacific Railroad (Volume 525, Page 236 Harris County Deed Records) (100' right -of -way);
THENCE South 280 05' 00" West, passing at a distance of 75.47 feet the most northerly
northwest corner of said 215.4321 acres and being in the south line of said Needle Point Road,
and continuing along the southeasterly line of the Southern Pacific Railroad (Volume 390, Page
431 Harris County Deed Records) (100' right -of -way), for a total distance of 1,358.89 feet to a 518
inch iron rod with cap set for the northeast corner and PLACE OF BEGINNING of the herein
described tract;
THENCE South 090 32' 50" East, for a distance of 2,679.03 feet to a point for corner on the top
bank of Cedar Bayou;
THENCE along the meanders of Cedar Bayou, the following calls;
North 76° 21'28" West, for a distance of 147.14 feet to a point,
North 790 55' 54" West, for a distance of 53.51 feet to a point,
North 62° 31' 42" West, for a distance of 130.76 feet to a point,
North 83° 27' 28" West, for a distance of 61.60 feet to a point,
North 75° 32' 07" West, for a distance of 73.80 feet to a point,
North 830 33' 42" West, for a distance of 53.59 feet to a point,
North 790 48' 19" West, for a distance of 55.82 feet to a point,
North 760 08'43" West, for a distance of 90.05 feet to a point.
North 890 03'43" West, for a distance of 61.07 feet to a point,
North 850 03' 31" West, for a distance of 31.27 feet to a point,
North 85" 55' 54" West, for a distance of 103.16 feet to a point,
South 75° 54'31" West, for a distance of 37.77 feet to a point,
South 650 13' 57" West, for a distance of 55.26 feet to a point,
South 470 43' 32" West, for a distance of 47.12 feet to a point,
South 460 40'29" West, for a distance of 61.72 feet to a point,
South 211 27' 43" West, for a distance of 38.35 feet to a point.
South 450 34' 36" West, for a distance of 49.80 feet to a point,
South 53° 09' 13" West, for a distance of 10.12 feet to a point,
South 280 00' 16" West, for a distance of 39.23 feet to a point,
South 32° 48' 21" West, for a distance of 39.50 feet to a point in the west line of said
215.4321 acres;
THENCE North 09° 32' 50" West, along the west line of said 215.4321 acres, passing at a
• distance of 70.45 feet, a 518 inch iron rod found for reference and continuing in all for a total
distance of 1146.66 feet to the a 518 inch iron rod with cap found for the most westerly northwest
corner of said 215.4351 acres, same being in the southeasterly line of a 100 foot Southern Pacific
Railroad fee as recorded under Volume 390, Page 431 of the Deed Records of Harris County;
Creued by scat tame
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n the northwester) line of said 215.4321 acres together
THENCE North 28 05' 00" East, along y
with the southeasterly line of said Southern Pacific Railroad fee, for a distance of 1,795.05 feet to
the PLACE OF BEGINNING of herein described tract of land and containing within these calls
44.6151 acres or 1,943,434 square feet of land;
WITNESS MY HAND AND SEAL THIS THE 12th DAY OF JUN-E, 2001 OF.T1�
..••SCOT LOWE•••••
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Scot Low
Regist ed Professional Land Surveyor
Texa,f Registration No. 5007
Note: Description prepared in conjunction with
99065.DWG — dated July 26, 1999.
Revised June 12, 2001.
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® METES AND BOUNDS
DESCRIPTION
60 FOOT RIGHT -OF -WAY
Description of a 60 foot wide right -of -way from Needlepoint Road to a 50 foot wide Houston
Lighting and Power Fee Strip as recorded under Volume 3527, Page 733 of the Deed Records of
Harris County Texas. Said 60 foot wide right -of -way being - situated in a called 43.1651 acres
(Tract 4) as conveyed by deed dated July 6, 1995 from J.M. Huber Corporation to Engineered
Carbons, Inc. as recorded under Harris County Clerks File Number R470540 and being situated
in the WM. Bloodgood League, Abstract Number 4, Hams County, Texas; (note: bearings are
based on the west line of said 43.1651 acres)
BEGINNING at a 518 inch iron rod found in the southerly right -of -way line of Needle Point Road
(Based on a 60 foot width) and marking the northwest corner of a said 43.1651 acres;
THENCE North 80° 39' 44" East, along the southerly right -of -way line of said Needle Point Road,
for a distance of 60.00 feet to a 518 inch iron rod set for comer;
THENCE South 090 32' 50" East, for a distance of 2,133.65 feet to a 518 inch iron rod set in the
northwesterly line of said 50 foot wide Houston Lighting and Power Fee Strip;
THENCE South 280 05' 00" W, along the northwesterly line of said 50' wide Houston Lighting
and Power Fee Strip, for a distance of 98.26 feet to a 5/8 inch iron rod with cap found marking the
most southerly corner of said 43.1651 acres;
THENCE North 090 32' 50" West, along the westerly line of said 43.1651 acres, for a distance of
2,211.08 feet (called 2,211.68 feet) to the PLACE OF BEGINNING of herein described tract of
land and containing within these calls 2.9926 acres or 130,360 square feet of land.
WITNESS MY HAND AND SEAL THIS THE 25rd DAY OF SEPTEMBER, 1999
Scot Loyd /1
Regist ed Professional Land Surveyor
Texas Registration No. 5007
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•
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Schedule B - Deed
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SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF HARRIS §
Grantor, DEGUSSA ENGINEERED CARBONS, LP, a Delaware limited partnership,
qualified to do business in the State of Texas and having an address of 1215 Main Street, Port
Neches, Texas 77651, for ONE HUNDRED THIRTY -FIVE THOUSAND AND NO /100
DOLLARS ($135,000.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, GRANTS AND CONVEYS to the CITY OF BAYTOWN, a municipal
corporation located in Harris and Chambers County, Texas, and having an address of 2401
Market Street, Baytown, TX 77520, as Grantee, that certain tract or parcel of real property
located in Harris County, Texas, described in Exhibit "A," which is attached hereto and
incorporated herein for all intents and purposes (the "Premises ").
IT IS EXPRESSLY UNDERSTOOD AND AGREED that this conveyance shall be
effective for only so long as the property described above is used as a wastewater t.reatrnent
facility or use for other municipal purposes. If the property ceases to be used for a wastewater
treati:nent facility or for other murUcipal purposes, all rights, title, and interest conveyed by this
instrument shall automatically revert to and vest in Grantor, Grantor's heirs, successors, and
assigns, without the necessity of any further act on the part of or on behalf of the Grantor, it
being the intent of Grantor to convey a determinable estate to the Grantee.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT this conveyance is also
subject to the following restrictions and covenants, which shall be binding upon any subsequent
purchaser of the Premises:
1. The Premises is being sold and conveyed "As Is," "Where Is" and "With All
Faults."
2. Grantee assumes the risk that environmental conditions may exist on the Premises
and hereby releases Grantor, its predecessors, successors and assigns from any
and all damages, losses, costs, claims, actions, proceedings, obligations, fines,
expenses or liabilities (whether absolute, accrued, conditional or otherwise),
including, but not limited to, out -of- pocket expenses and reasonable attorneys'
and accountants' fees and expenses which might arise out of or in connection with
Special Warranty Deed, Page 1
the physical or environmental condition of the Premises. As used herein, the term
"environmental condition" shall mean any condition, fact, event or circumstance
in any way related to the presence of chemicals, contaminants or pollutants of any
description on or near the Premises, or on, under or upon to the soil, ground
water, surface water of the Premises which could or does result in any losses,
including, without limitation, any such condition resulting from the past, present
or future operations conducted on the Premises.
3. Grantee acknowledges that it is familiar with the operations and emissions from
the Grantor's carbon black facility that is adjacent to the Premises and hereby
agrees to release and waive any claim against Grantor, its successors and assigns,
that may arise in the future as a result of the migration of permitted plant
emissions from such facility, as it may be expanded or changed from time to time,
onto the Premises.
TO HAVE AND TO HOLD the property described, together with all the rights and
appurtenances lawfully accompanying it, by the Grantee and the Grantee's successors and
assigns forever. Grantor binds itself and its successors and assigns to warrant and forever defend
the property against every person lawfully claiming or to claim all or any part of the property by,
through, or under the Grantor but not otherwise; provided, however, this conveyance is made
subject to all easements, exceptions, covenants, conditions, restrictions, reservations, and rights
appearing of record.
DEGUSSA ENGINEERED
CARBONS, LP
BY:
Signature
Printed Name
Title
STATE OF §
COUNTY OF §
Before me, the undersigned notary public, on this day
personally appeared , as the of
DEGUSSA ENGINEERED CARBONS, LP, the owner of the above - referenced property,
Special Warranty Deed, Page 2
® known to me;
proved to me on the oath of ; or
proved to me through his 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)
(Check one)
•
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this _ day of ,
2003.
GRANTORS' ADDRESS:
DEGUSSA ENGINEERED CARBONS, LP
ATTN: James Hickey
379 Interpace Parkway
P.O. Box 677
Parsippany, NJ 07054 -0677
RETURN TO GRANTEE:
CITY OF BAYTOWN
OFFICE OF THE CLERK
P.O. BOX 424
BAYTOWN, TEXAS 77522 -0424
F: \Karcn\Files\Contracts \Wastewater Plant\Special Warranty Deed Final.doc
Special Warran Deed, Page 3
Notary Public in and for the State of
Texas
My commission expires:
•
None Identified
•
Schedule C - Matters Affecting Title