Ordinance No. 10,379ORL)fNANCE NO. 10379
AIN ORDINANCE WITIM (71"I'V COUNCIL. (11—V F BAY'I'MIN,
'1"1,,XAS, AUTI-10111ZING "TIM CITY MANA(JER "M [`.,'�XECUTE AND
U. CLERK TO ATTEST "11) THE ASSIGNN41-'ulsd [ OP' S-L-TN' C1,111MICAL
(AMPORATION'S INDUSTRUL DISTRfUl" M-3REE-NI ENT TO
RE(.1-ANIATION SCRAMON SERUCES, Ll,C; ANI PROVI'DING FOR]"I 1E
13E IT ORDAMI) BY THE M'Y COUN01, 01' 1-41E CITY OF BAVPOWN,
TEXAS:
WOW 1: That the City (.,()uncd of We (Thy, of'B,,,iytmvn, Texas,
the My Manager W execuw and the City `Perk- to attem to 1he assigrmient of'Sun Chemical
(TOTP0111ion's Industrial District Agrcernent to lZeclarnaLlon ".),olution Services, LLC� such
assigt"now is anched herclo as Exhlit —A" and hworponded hercin for all intents and purposes,
Section 1 This ordhuume shA1 We egict WuncdkMy from and aft er its passage by
the City Council of the Ci�y of
IN'TRODUCED, READ and PASSED by the aMmiative V `60 Cff tile City, Council of the
City o fB,,iyt(.,)wn this the I ol day of 20W
-- -- ------------
U�MWM
City Clerk
APPROVF.;D A&TO FORM:
.... . .....
A"C10 RAMIR)EZ, SR, (,"qjIlmay
RUnmencAdy M)muncn5CmwdNT0WAugn1 Isl IDA Ass"nnwm2RcdunwiWnSo1wWmdoc
Assignment of Industrial District Agreement to
Reclamation Solutions Services, LLC
STATE OF TEXAS §
COUNTY OF HARRIS §
This Assignment of Industrial District Agreement (this "Assignment ") is made this
day of , 2006, by and among the City of Baytown, a municipal corporation
located in Harris and Chambers Counties, Texas (the "City"), Sun Chemical Corporation, a
Delaware corporation, and Reclamation Solutions /LLC, a limited liability company organized
under the laws of the State of Texas. Services,
WITNESSETH:
WHEREAS, on the 13`}' day of November, 2003, the City Council of the
City authorized an Industrial District Agreement (the "Agreement ") with Sun
Chemical Corporation; and
WHEREAS, effective the 31st day of March , 2006,
Reclamation Solutions Services, LLC acquired the facility and related assets of
Sun Chemical Corporation, which are subject to the Agreement; and
WHEREAS, on the 6th day of April, 2006, counsel for Reclamation
Solutions Services, LLC requested that the City consent to the assignment of the
Agreement to Reclamation Solutions Services, LLC;
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
Sun Chemical Corporation hereby assigns all of its rights and obligations under the
Agreement effective January 1, 2006, to Reclamation Solutions LLC; and Reclamation
Solutions* LLC hereby assumes all of Sun Chemical Corporation's rights and obligations under
the Agreement effective as of January 1, 2006. Such agreement is attached hereto as Exhibit "A"
and incorporated herein by this reference for all intents and purposes.
*Services,
Assignment of Industrial District Agreement, Page 1 E11M A
I1,
Consent
Subject to the conditions listed herein, the City hereby consents to the assignment of all
of Sun Chemical Corporation's rights and obligations under the Agreement to Reclamation
Solutions *LLC and the assumption of such rights and obligations by Reclamation Solutions*
LLC. 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 Reclamation Solution; LLC;
(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 Reclamation Solutions *LLC;
(c) The City shall have the authority to require strict compliance with any and all
terms of the Agreement;
(d) Reclamation Solutions•'�LLC shall assume all obligations and liabilities under the
Agreement accruing prior to and after the date of the effective date of this
Assignment;
(e) Reclamation Solutions LLC, or any entity acting by, through, or on behalf of
Reclamation Solutions *LLC shall not contest the City's authority to impose these
additional conditions on the consent granted herein.
III.
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 Sun Chemical Corporation.
IV.
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 Reclamation Solutions* LLC or the City. Notice given by mail shall be deemed given
three (3) days after the date of mailing thereof to the following addresses:
*Services,
Assignment of Industrial District Agreement, Page 2
Reclamation Solutions Services, LLC
Attn: Gary Hensley
3520 East Belt
Houston, Texas 77015
Fax: 713 -455 -7753
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
V.
Further Assurances
Services,
Sun Chemical Corporation, Reclamation Solutions /LLC 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.
VI.
Severability
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.
Authorijy
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 2006, the date of
execution by the Mayor of the City of Baytown.
SUN CHEMICAL CORPORATION:
Y V I "� • co--
Officer's Signature
Melvin M. Cox
Officer's Printed Name
Sr. VP & General Counsel
Officer's Title
�ERVICES,
RECLAMATION SOLUTIONS LLC:
O Teel s Signoture
GAti -j SL--
Officer's P nted Name
O icer's Title
M■ly ai
Assignment of Industrial District Agreement, Page 4
DONCARLOS, Mayor
ATTEST:
LORRI COODY, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF §
COUNTY OF §
Before me, Rj�ac_V)e k JL V j In -ya, the undersigned notary public, on this day
personally appeared We6yin M. Cc -& , in his/her capacity as S; . V C- er,e"-a I Coun5e -i
of Sun Chemical Corporation on behalf of such corporation,
X 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 }
(check 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 (Play of Tu I ti , 2006.
CG' �Iku ,-
Notary Public in and for the State of
N��v� Te�rSPT
My commission expires:
RACHEL DE VILLAVA
A Notary Public of New Jersey
my Commission Expires January 22, 2049
Assignment of Industrial District Aemement Page 5
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, �rNeL, 'i6BP0 , the undersigned notary public, on this day
personally appeared Gi�Ry L in his/her capacity as PR£,9kberAT ! , CFA
of Reclamation Solutions / L C, on behalf of'such company,
Services,
V 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)
(check 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.
-K
Given under my hand and seal of office this iG day of %-,� I° , 2006.
�� .QE�-_
Notary Public in and for the State of
Texas
lev—JANE L TABBAH
My COMMISSION EXPIRES My commission expires:
AUGUST 28, 2007
R:UCaren\Files\LegaNDA\Sun Chemical\SunChemicalAssignment2ReciamationSolutionsClean aloe
Assignment of Industrial District Agreement. Page 6