Ordinance No. 9,649ORDINANCE NO. 9649
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AMENDING THE PURCHASE AND SALE AGREEMENT WITH DEGUSSA
ENGINEERED CARBONS, LP, FOR THE ACQUISITION OF
APPROXIMATELY 56.635 ACRES ALONG WITH AN ACCESS EASEMENT
FOR THE PROPOSED NORTHEAST DISTRICT WASTEWATER
TREATMENT PLANT; 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 a
Purchase and Sale Agreement with Degussa Engineered Carbons, LP, for the acquisition of
approximately 56.635 acres along with an access easement. 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 9`h day of October, 2003.
PETE C. ALFARO, Mayor
ATTEST:
G Y W. MITH, City Clerk
APPROVED AS TO FORM:
4im_0�1 _J29 -
4CMACIO RAMIREZ, SR., LoAttomey
FAKaren%Files%City Council %Ordinances%Degussallortheast Wastewater TreatmentAmendment.doc
9. AMENDMENT
TO THE
PURCHASE AND SALE AGREEMENT
BY AND BETWEEN
THE CITY OF BAYTOWN
AND
DEGUSSA ENGINEERED CARBONS, LP.
STATE OF TEXAS
COUNTY OF HARRIS
This Amendment ( "Amendment ") to that certain "Purchase and Sale Agreement" between the
City of Baytown and Degussa Engineered Carbons, L.P., dated April 11, 2003, is made by and between
the same parties on the date hereinafter last specified.
WITNESSETH:
WHEREAS, the City of Baytown ( "Purchaser ") and Degussa Engineered Carbons, L.P.,
( "Seller ") did enter into a Purchase and Sale Agreement on April 11, 2003 (the "Agreement ") for the
purchase of approximately 47.6077 acres of land located in Harris County, Texas; and
WHEREAS, the Agreement was expressly contingent upon and subject to the approval by
Purchaser's City Manager of an environmental site assessment ( "ESA ") of the property; and
WHEREAS, during the performance of the ESA, Purchaser discovered a certain railroad spur and
a storage yard which were not included on the survey of the property subject to the Agreement; and
WHEREAS, on August 7, 2003, the Seller and Purchaser executed an agreement to extend the
contingency of the Agreement to allow more time for the parties to research the exact location of these
developments as they pertain to the Property, to survey a potential alternative access fee strip, and to
endeavor to obtain crossing a agreement from the owner(s) of the properties separating the two tracts of
land; and
WHEREAS, subject to the terms and conditions stated herein, Purchaser and Seller now desire to
modify the property subject to the Agreement so that the same will now include that property which is
depicted in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the
"Property ");
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, the parties hereto do hereby mutually agree as follows:
I.
Unless a different meaning clearly appears from the context, words and phrases as used in this
Amendment shall have the same meanings as in the Agreement.
®
U.
Section 1. 1A of the Agreement is hereby amended to read as follows:
Amendment to the Purchase and Sale Agreement — Page 1 Mgff A
0
1.1.4 "Premises" shall mean all of Seller's right, title and interest in and to Tracts I
and 2 both of which are depicted in Schedule A annexed hereto and hereby made
a part hereof; together with Seller's right, title and interest in and to the buildings
and improvements now or 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. Additionally, "Premises"
shall mean an easement over, under, and across Tract 3, which is depicted in
Schedule A.
LIIJ
Section 2.1 "Payment of Purchase Price" of the Agreement is hereby amended to read as follows:
2.1 Payment of Purchase Price. The purchase price and rights assigned herein for
the Tract 1 of the Premises is ONE HUNDRED TWENTY -FOUR THOUSAND
SIX HUNDRED SEVENTY AND 77/100 DOLLARS ($124,670.77) and the
purchase price of Tract 2 of the Premises is FNE THOUSAND FNE
HUNDRED AND NO/ 100 DOLLARS per acre and the purchase price of Tract 3
of the Premises is ONE AND NO /100 DOLLARS ($1.00) ( "Purchase Price ") 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.
IV.
Section 5.1 "Contingency" of the Agreement is hereby amended to read as follows:
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 Tract 2 of the Premises. Approval of the City Manager
shall not be unreasonably withheld. Purchaser shall cause to be performed a
Phase I ESA within 30 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 60
days after the effective date of this Agreement. Should the ESA not be approved
by the City Manager within 30 days after the effective date of this Agreement if
only a Phase I ESA was performed or within 60 days after the effective date of
this Agreement if a Phase II ESA was performed, the Purchaser and/or Seller
shall have the absolute right to terminate this Agreement without any further
liability or obligation hereunder.
t�
Section 7.1 "Closing" of the Agreement is hereby amended to read as follows:
Amendment to the Purchase and Sale Agreement — Page 2
•
A
Closing. The Closing shall take place at the offices of Purchaser on or about
December 19, 2003 at 10:30 A.M or at such other location, date and time as
Seller and Purchaser may agree in writing.
The provisions of this Amendment and the provisious of the Agreement should be read together
and construed as one agreement provided that, in the event of any conflict or inconsistency between
Provisions 1. this Amendment and the provisions of the Agreement, the provisions of this Amendment e
shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in lntlltiple cop. es
each of which shall be deemed to be an original, but all of which shall constitute but one and the same
amendment, this '
day of October, 2003.
e
ATTEST:
11MES HICKEY
ce President & CFO
By:
`Tame: GARY W. SMITH
Title City Clerk:
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Amendment to the Purchase and Sale A Bement — Page 3
SELLER:
DEGUSSA E�i
CARBON ;xp/
B Y:
Name JACK CLEM
Title: President and General Manager
PURCHASER:
CITY OF BAYTOWN
By:
Name: GARY JACKSON
Title: City Manager
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