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Ordinance No. 10,471ORDINANCT N(). 10,471 A54 ORIMPTANCT OF THE CTFV 01: B,,\YT(.)WN, TEXi\S, ,kUTFJORIZENG AMA) EMRECTINCiTI I F, MAY(W 1'() EXt,,,',(J..jTE AND "I'l IE CITY(IlERKTO 2N.1"'TE'ST TO AN INDIJSTRIAL IMSTROF AGREEMENT WITH L.,ANXESS (VORPORATION; AND 111�._OVIDING FOR THE I­.FFEC7F1VF DATE T1 I EC) F, 13E IT' ORE&NINED HA' VIE CITY (.,:'OUNCIL, OF Tlflt C'ITY O F BAYT"O\,VN, T F* X A S: Seckon k That the C!, Quncil of 1he I. of Baymn, Temis, herchy ""luthorizes and directs the iulayor an(l C'ity UK of the coy or Baymn R) execute and west U) oil Indtistrial Dimrict Agmvmea with LANX[":SS C"orporation. A copy ofsa,id I,ndL1St1-i2] DiSll`iCt Ap-ce,ment is anched hereto, Blanked ExhiWt -A" and incorportted herein for all inters and puq)oses, Sedian 2: This ordinance shaH take elixt ininwhately from and ifler its passap; by the Cly, (2ouncH oftlic (City of Bayto%01. wrRODUU), READ and JOSS I) by Itic allimmiNe YD,� rd— MY C%undl of the m% � f whe 200(.,) , ,,qtmvn this the 23`w iay o Oc ATTEST- � 7 a, A, L(JRRI APPROV ASTO FORIkl: V- rmA I �>C,ity Am,wney STEP,,O[,'N1 1-1. DONCARL.OS, N,layor NOTE: This IDA is incomplete as to Metes and Bounds Industrial District Agreement This Industrial District Agreement ("Agreement ") is made and entered into between the City of Baytown, Texas. a municipal corporation in Harris and Chambers Counties, Texas, hereinafter also referred to as "Baytown" or "City," and LANXESS Corporation, a Delaware corporation. hereinafter referred to as "Property Owner." In consideration of the promises and of the mutual covenants and agreements herein contained. it is agreed by and between the City and Property Owner as follows: I. Parties This Agreement is made under the authority of Texas Local Govermnent Code Annotated x+42.044 (Vernon 1993), article XI. §5 of the Texas Constitution and other applicable law. The parties to the Agreement and their addresses are: 1. The "City" City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Copy to: City of Baytown Attn: City Attorney P.O. Box 424 Baytown, TX 77522 2. The "Property Owner" LANXESS Corporation Attn: John Shaffer I I 1 RIDC Park West Drive Pittsburgh, PA 15275 Tax Statement Address: LANXESS Corporation Attn: John Shaffer 111 RIDC Park West Drive Pittsburgh, PA 15275 II. Identification of Property and Industrial District This Agreement includes provisions concerning certain real estate and tangible personal property owned or leased by the Property Owner. Real estate located outside the corporate limits of the City is sometimes referred to herein as the "affected area," and it is described in Exhibit A. which is attached to this Agreement and made a part hereof. Acting pursuant to the above mentioned authority. the City Council of the City has by ordinance, designated the affected area as an industrial district. the same to be known as Baytown Industrial District No. 3 (the "Industrial District"). EXHIBIT A III. Term The term of this Agreement is seven tax years. from 2006 through 2012, unless it is sooner- terminated under the provisions hereof. This Agreement shall be effective and binding on the parties hereto upon execution hereof on behalf of the parties to this Agreement. IV. Limited Immunily from Annexation by the City In consideration of the obligations of the Property Owner herein set forth, the City hereby guarantees for the term of this Agreement the immunity of the affected area from annexation of any type by the City except for such parts of the affected area as may be necessary to annex property owned by third parties within the Industrial District that the City may decide to annex. Additionally, this Agreement shall not affect the continuation of any limited purpose annexation status to which the affected area is now subject. V. Industrial District Pa ment As part of the consideration for the City's undertakings as set forth above, the Property Owner agrees to pay to the City on or before December 31 ` of each year during the term hereof a sum of money equal to the Base Value industrial District Payn;ent plus the Added Value Industrial District Payment. The sum of the Base Value Industrial District Payment plus the Added Value Industrial District Payment shall be referred to as the Industrial District Payment. A. Base Value Industrial District Payment The Base Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owners land and all other tangible property. real, personal or mixed, within the affected area, which is stipulated herein to be SIXTY -ONE MILLION TWO HUNDRED TWELVE THOUSAND SEVEN HUNDRED AND NO /100 DOLLARS (S61,212.700.00), hereinafter referred to as the "Base Year," less the fair market value in the Base Year as determined by the City of that portion of the Property Owner's property. real, personal or mixed. which was located within the industrial district on the effective ,late of this agreement and subsequently annexed by the City, the difference of which is hereinafter referred to as the "Base Year Value," multiplied by (2) the property tax rate per S100.00 of assessed valuation adopted by the City Council for the City, multiplied by the applicable industrial district payment rate as detailed below. The applicable Base Value Industrial District Payment Rate shall be determined using the applicable chart hereinbelow: (1) if the Property Owner purchased Property from an owner having an industrial district agreement with the Citv, which: a. was entered into on or after July 27, 2002, b. included all or any portion of the Property, c. is in effect on the first day of the term hereof, and d. is fully paid for the year prior to the first payment becoming due hereunder, then the following chart shall be used and the rate shall be based upon the payment year of the prior owner's industrial district agreement: PAYMENT YEAR OF FORMER OWNER'S AGREEMENT BASE VALUE INDUSTRIAL DISTRICT PAYMENT RATE 1 .50 2 .55 3 .55 4 .55 5 .60 6 .60 7 .60 The Base Value Industrial District Pavment Rate shall be .60 for each year which extends beyond the industrial district agreement of the previous owner. (2) otherwise, the following chart shall be used: PAYMENT YEAR BASE VALUE INDUSTRIAL DISTRICT PAYMENT RATE 2006 .50 2007 .55 2008 .55 2009 .55 2010 .60 2011 .60 2012 .60 B. Added Value Industrial District Payment The Added Value Industrial District Payment shall be calculated as follows: (1) the fair market value as determined by the City, of all of the Property Owner's land and all other tangible property. real, personal or mixed, within the affected area on January 1 of each year in which an Industrial District Payment is due hereunder minus the Base Year Value, hereinafter referred to as the "Added Value," multiplied by (2) the property tax rate per 5100.00 of assessed valuation adopted by the City Council for the City for each year of the term of this Agreement, multiplied by the applicable added value industrial district payment rate detailed below. The applicable Added Value Industrial District Payment Rate shall be determined using the following chart: PAYMENT YEAR ADDED VALUE INDUSTRIAL DISTRICT PAYMENT RATE 2006 0 2007 0 200 0 2009 0 2010 .20 2011 .40 2012 .60 If the formula used in calculating the Added Value Industrial District Payment produces a negative number, then the Added Value Industrial District Payment shall be $0.00. VI. Valuations For the purpose of providing a procedure for determining and collecting the amounts payable by the Property Owner hereunder, there are hereby adopted and made a part hereof all provisions of the Constitution and statutes of the State of Texas pertaining to ad valorem taxation as amended throughout the term of this Agreement (including, in particular, the Texas Property Tax Code), except, however, that (i) to the extent that any of such provisions would require the assessment of the Property Owner's property on an equal and uniform basis with property in the general corporate limits of the City, the provisions of this Agreement will control where in conflict with the provisions of such laws and (ii) the income method of appraisal as described in Section 23.012 of the Texas Property Tax Code shall not be limited to only properties for which 4 a rental market exists. Specifically, nothing contained herein shall limit the income method of appraisal specified in Section 23.012 of the Texas Property Tax Code to only properties for which a rental market exists, instead if such method is used, the chief appraiser shall: 1. use income and expense data pertaining to the property.. if possible and applicable 2. make any projections of future income and expenses only from clear and appropriate evidence; 3. use data from generally accepted sources in determining an appropriate capitalization rate; 4. determine a capitalization rate for income- producing property that includes a reasonable return on investment, taking into account the risk associated with the investment. A. Valuation of Property Inside the Corporate Limits The appraised value of the Property Owner's property, real, personal and mixed, which was located within the industrial district on the effective date of this agreement and subsequently annexed by the City shall be finally determined by the Chambers County Appraisal District or its legal successor (or through administrative or judicial appeal of the Chambers County Appraisal District's determination) in accordance with state law. B. Valuation of Property Outside the Corporate Limits The parties hereto recognize that the Chambers County Appraisal District is not required to appraise the land, improvements, and tangible property, real or mixed. in the affected area. which is not within the corporate limits of the City, for the purpose of computing the payments hereunder. Therefore, the parties agree that to determine the fair market value of all of the Property Owner's land, improvements, and tangible property located outside the corporate limits of the City in accordance with the market value computation contemplated in the Texas Property Tax Code for the purpose of calculating the Property Owner's payment in the manner described above, the City may choose to use the appraised value for each year in which an Industrial District Payment is due hereunder. as finally determined by the Chambers County Appraisal District (or through administrative or judicial appeal of the Chambers County Appraisal District's determination), or by appraisal conducted by the City and/or by an independent appraiser of the City's selection, and at the City's expense. Nothing contained herein shall ever be construed as in derogation of the authority of an appraisal district to establish the appraised value of land. improvements, and tangible personal property in the annexed portion for ad valorem tax purposes. C. Binding Effect Determination of the Base Year Value and the Added Value shall be made by the City and approved by the Industrial Appraisal Review Board. Such final fair market value as approved by the Industrial Appraisal 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 XIII hereof. In determining the fair market value of property and improvements as used herein, the Industrial District Appraisal Board shall base its determination on the fair market value as defined in Section VI 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. D. Statements The City shall mail one statement to the Property Owner on or about December 1 of each year showing the total amount due on December 31 of such year pursuant to this Agreement. Such statement shall be mailed to the "Tax Statement Address" noted in this Agreement. Any amounts due on December 31 that are not paid when due shall become delinquent on January 1 of the following year. Provided, however, if the tax statement is mailed after December 10, the delinquency date is postponed to the first day of the next month that will provide a period of at least 21 days after the date of mailing for payment of the amount due. Delinquent amounts shall be immediately subject to the same penalties. interest, attorneys' fees and costs of collection as recoverable by the City in the case of delinquent ad valorem taxes. The City shall have a lien upon the Property Owner's land within the affected area upon any delinquency in the Industrial District Payment. E. Valuation Contests If any differences concerning the appraised values shall not have been tinally determined by the due date of the Property Owner's payment hereunder and the Property Owner desires to pursue any additional available remedies, the Property Owner shall, without prejudice to such remedies, pay to the City by December 31 of each year (subject to the exception in the preceding paragraph for statements mailed after December 10), such amount as is provided in the Texas Property Tax Code, as amended throughout the term of this Agreement, for payments made under such conditions by owners of property within the general corporate limits of the City subject to ad valorem taxation. Any refund payable by the City to the Property Owner hereunder shall be paid within 60 days after receipt by the City of both the appraisal district's form notification that the appraised value of the property has been reduced and a written refund request by the Property Owner; if not paid timely, the refund amount shall bear interest at eight percent per annum beginning 60 days after the City received both the Property Owner's written refund request and the appraisal district's fonnal notification that the appraised value of the property has been reduced. VI 1. Compliance with Law The City and the Property Owner 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 Industrial District, and that development within the District may have an impact on the drainage of surrounding areas. To this end; the Property Owner and the City agree that the same standards and criteria 8 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 Industrial District shall also be applicable to the affected area. The Property Owner agrees that any industrial or other activity carried on within the affected area will be constructed in strict compliance with all applicable valid state and federal air and water pollution control standards. if the Property Owner's property within the affected area is subject to the Occupational Safety and Health Act, 29 U.S.C. 65, et seq., as amended, then the Property Owner shall undertake to ensure that its facilities and improvements in the affected area comply with the applicable fire safety standards of such act and the resolutions from time to time promulgated hereunder (the `OSHA Standards "), but there shall be no obligation to obtain any permits of any kind from the City in connection with the construction, operation or maintenance of improvements and facilities in the affected area not located within the corporate limits of the City. Nonetheless, for construction which commences after the execution of this Agreement, the Property Owner agrees that any structure built within the affected area shall be built in accordance with the building code adopted by the City in effect at the time of construction. The City and the Property Owner recognize that activities in the City's industrial districts are subject to regulation by other governmental entities, including the state and federal governments and their various departments and agencies. The City and the Property Owner also recognize that the City may have an interest in activities in the City's industrial districts that are regulated by other governmental entities. Nothing in this Agreement is intended to limit the City's right and authority to communicate its interest in, or opposition to, those activities to the applicable regulatory agencies or to participate, to the extent allowed by law, in any related administrative or judicial proceeding. VIII. Inspections The Chief Appraiser of the Chambers County Appraisal District and the City or its independent appraiser shall have the same right to enter and inspect the Property Owner's premises and the same right to examine the Property Owner's books and records to determine the value of the Property Owner's properties as provided in the Texas Property Tax Code as amended. IX. Default A. Default by Property Owner In the event of default by the Propeny Owner in the performance of any of the terms of this Agreement, including the obligation, to make the payments above provided for. the City shall have the option. if such default is not fully corrected within sixty (60) days from the giving of written notice of such default to the Propem• Owner to either (1) declare this Agreement terminated or (ii) continue the term of this Agreement and collect the payments required hereunder. Notwithstanding any to the contrary contained herein, should the City determine the 7 Property Owner is in default according to the terms and conditions of Section VII hereof, the City shall notify the Property Owner in writing by U.S. Mail, certified return receipt requested, at the address stated in this Agreement, and if such default is not cured within sixty (60) days from the date of such notice (the "Cure Period ") then such failure to cure shall constitute a material breach of this Agreement; provided that, in the case of a default under Section VII for causes beyond the Property Owner's control that cannot with due diligence be cured within such sixty (60) day period or in the event that the failure to cure results from ongoing negotiations with federal or state officials, administrative proceedings or litigation regarding the necessary cure steps, then the cure period shall be extended until such negotiations, administrative proceedings or litigation are concluded. B. Default by City In the event of default by the City, the Property Owner may, if such default is not fully corrected within 60 days from giving written notice of such default to the City, terminate this Agreement. Upon such termination, both the Property Owner and the City shall be relived of all further obligations hereunder, but the Property Owner shall not be relieved of the obligation to pay any amounts that accrued prior to such termination. In the event of termination, the City shall have the right to repeal the ordinance designated the affected area as an industrial district. Provided, however, if the termination occurs as a result of the City's exercising its option to terminate (as provided in the first sentence of this Section IX), the City shall not have the right to annex the affected area into the general corporate limits of the City so as to subject the affected area to ad valorem taxes for any part of the period covered by the Property Owner's last payment hereunder. X. Notice Any notice to the Property Owner or the City concerning the matters to which the Agreement relates may be given in writing by registered or certified mail addressed to the Property Owner or the City at the appropriate respective addresses set forth on the cover page of this Agreement. Any such notice in writing may be given in any other manner. If given by registered or certified mail, the notice shall be effective when mailed. With the exception of annual bills for payments due herein, notice given in any other manner shall be effective when received by the Property Owner or the City, as the case may be. X1. No Further Expansion of Taxing Jurisdiction Nothing herein contained shall be construed to change or enlarge the jurisdiction, power or authority of the City over or with respect to the affected area as prescribed by applicable lain. except as specifically provided in this Agreement. The Property Owner shall not be obligated by virtue of this Agreement. or the establishment of the industrial district covering the affected area not within the corporate limits of the City, to make any payments to the City in the nature of a tax or assessment based upon the value of the Property Owner's property in the affected area E. during the terns of this Agreement other than the payments specified herein. Specifically, the Property Owner shall not be liable for any City taxes within the affected area, including, without limitation, City ad valorem taxes on taxable property within the affected area. XII. Reimbursement for Services If the Property Owner requests and receives mutual aid firefighting assistance and is a member of Charnel Industries Mutual Aid organization ("CIMA ") or similar organization, the Property Owner shall reimburse the City for costs incurred by the City in providing fire protection services to the Property Owner as shall be provided in the charter, bylaws and agreements pursuant to which CIMA or such similar organization is organized and operates. If the Property Owner requests and receives mutual aid firefighting assistance and is not a member of CIMA or a similar organization, then the Property Owner shall be required to reimburse the City for costs actually expended by the City in providing any firefighting assistance to the Property Owner, including chemical and personnel costs. XIII. Declaratory Judgment Action If any disagreement arises between the parties concerning the interpretation of this Agreement, it is agreed that either of the said parries 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. If the controversy affects an Industrial District Payment, the Property Owner shall, pending final determination of said controversy, pay to the City 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 Property Owner to the City. The Property Owner agrees to tender any additional amount of disputed Industrial District Payment into the registry of the Civil District Court, Harris County, Texas, pending final determination of the controversy beyond any further appeal. XIV. No Assignment This Agreement shall not bestow any rights upon any third parry, but rather, shall bind and benefit the Property Owner and the City only. If the Property Owner conveys all or any part of the property then covered hereby. the Property Owner shall notify the City within 30 days of the conveyance. > If such notice is given and the grantee in such transaction enters into an Industrial District Agreement with the City with respect to the property involved, the Property Owner shall cease to be obligated with respect to the property so conveyed and the Base Year Value plus the Added Value shall be apportioned between the Property Owner and the grantee based upon the property conveyed. 0 If such notice is given and the grantee in such transaction is the State of Texas (the "State'). the Property Owner shall remain obligated for the Base Year Value plus the Added Value. including the leasehold estate and personalty retained by the Property Owner. No right or obligation under this agreement may be sold, assigned or transferred. XV. Authority The Property Owner covenants that it has the authority to enter into this agreement by virtue of being either the legal or equitable owner of a possessory estate (including a leasehold estate) in the land comprising the affected area. Additionally, 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. XVII. No Municipal Services It is agreed that during the term of this Agreement, the City is under no obligation to provide any governmental, proprietary or other municipal services to the affected area. Specifically, but without limitation, it is agreed that the City 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. XVII. Severabilitv If any provision of this Agreement, or any covenant, obligation or agreement contained herein, including, without limitation, that term hereof, is determined by a court to be invalidated or unenforceable, such provision, covenant, obligation or agreement shall be reformed so as to comply with applicable law. If it is not possible to so reform such provision, covenant obligation or agreement, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Provided, further that such invalidity or unenforceability shall not affect any valid and enforceable provision thereof, and each such provision. covenant, obligation or agreement shall be deemed to be effective. operative. made, entered into or taken in the manner and to the full extent permitted by law. Notwithstanding the above, if the application of this Section XVII requires the reformation or revision of any term that removes or materially diminishes the obligation of the Property Owner to make the payn;ents to the City described herein (except in the event of a reformation that shortens the term of this Agreement), the City shall have the option to declare this Agreement terminated. 10 XVIII. Complete Agreement 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. XIX. Non- waiver 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. XX. Ambieuities In the event of any ambiguity in any of the terms of this 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. XXI. Headings The headings appearing at the first of each numbered section in this Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent, if any question of intent should arise. XXII. Choice of Law; Venue 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 perfonmance of this Agreement for all purposes shall be Harris County, Texas. XXIII. Agreement Read The parties acknowledge that they have read.. understand and intend to be bound by the terms and conditions of this Agreement. IN WITNESS WHEREOF, this Agreement is executed in multiple counterparts on behalf of the Property Owner this //-+day of OG74v be-r' , 2006, and on behalf of the City this day of 2006. ATTEST: Secretary ATTEST: LORRI COODY, City Clerk APPROVED AS TO FORM: ACIO RAMIREZ, SO, City Attorney &x,& ulu,� RHONDA YO G. Dire 0 of Finance LANXESS CORPORATION , C, �i �: k k� I- �- Rt ti "CLt,-e Printed Name Title CITY OF BAYTOWN STEPHEN H. DONCARLOS, Mayor R:licanene\My Doc uments\ Contracts \IDA`IanxessNexvIDA2006.doc STATE OF TEXAS) RXI -ILUI " "A -1" COLII.�IY OF CHAMBERSI BLOCK B 16 - MAS.EIC ANITY7DIR E r3ESCRSPTION of a 5.7597 acre tzast ofland situated in tits Christian Smith irague, Abstrsci 22, Chambers County, Texas, sad being out of and a part of that cext in 183-345 acre tract as cgnvCyCd by Sidney S. McCletadan, III. Trustee, to Mobay Chcrniai Corporation by Deed dated Mare$t 10, 1970 rind recorded in Volume 313 at Page 336 of the Deed Records of C izinbers Cot ry, Texas. Said 5.7597 acres being part of Block 1316 o f Bayer Corporation North Plant and being more particularly d=:sr- +bed by the foilcwittQ metes and bounds, to -wit '40TE: ALL BEARIIVOS ARE LAMBERT GRID BEAIt CrNS A NII) ALL COORDINATES REF) =R TO 7,Hm STATE PL kME COORDINEiTE SYSTEN-_ SOC3TH CENTRAL ZONE. AS DEFINED BY ARTICLE 21 -071 OF TI-LE NATLM -AdL RESOURCES CODE OF THE STATE OF TEXAS, 1927 13ATLJM. ALL DISTANCES ARE ACTUAL D7STft-10ES. SCALE FACTOR - 0.9998961. LAMB1?3kT GRID BEARINGS TO PLANT BEARINGS +12'31 '34" 114 THE NORT i]E ST AI-M SQUTHWEST QU_4DRA,�tT. -12 °3]'34" IAI THE NORTHWEST A_�rD SOC,'TFiE.45T QUADRANT_ REFERE3'ZC£ 1S MADE TO THE PLAT OF EVEN HATE ACCOMP A TiY iN G THIS MFRS A]-%M B OI J1-TISS DESCRIPTION. BEGII Wl7'4Cs at a 'A inch iron nod, with cap, set in the intersection of the West right -of- way line of'"B" Street (150 feet wide right -of -way) with the North right -of- -was line of 17 Avcnue (1 50 feet wide right -of -way) at the Southeast corner of said Block 316 and the Southeast corner and POLN T OF BF-GEN141MG oftfzis tract. Said Beginnin,; Point having a Bayer North Plant Coordinate o£117 -4860 and E-9310 an18 a State Plane Coordinate of Y- 722,SR6.59 and X- 3,299,766.03. THIEAICE: South 77 deg. 28 rain. 26 sec. West along the South line of this tract, tltae South litre of said B lode B 1 6 and the North right -* f ..-ay line o£ I 7° Av=ue, fora distance of 700 fret to a "RR" Spike set for the Southwest corner of this tract. YHiENCE: North 12 deg. 31 min. 34 sec. West along the West line of this tract, over and across a portion of said Block B16 for a distance of 330 feet to a -I R- Spike set far the Westerttrrrost Northwest corner of this traei. TFMNC"E: North 77 dcE. 28 mitt. 26 sec. Fist along a Ncu h line of this tract for a distance of 4061.50 feet to a 16 inch iron rods with carp, set for an interior corner ofthis tract. THENCE: North 12 deg. 3 1 min_ 34 sec. west aloag the Nortficrnalost West line ofthis tract for a distance of t 14.00 fact to a K inch iron rod. with cap, set for the Northernmost Northwest corner oFthis tract THENCE: North 77 deg- 28 mist. 26 sec. East along a North line of this tact for a distance of 174.50 feet to z '/z inch iron rod, with car, set far the Noritrerrtrnost Northeast corner of this tract Lz�.-4 j M� c. EXHIBIT "A -1" PAGE 2 — 5.7597 THENCE: South 12 deg. 31 min. 34 sec. East along a North line of this tract for a distance of 114.00 feet to a point, from which a Y, inch iron rod, with cap. set on line bears N 77 deg. 28 min. 26 sec. E, 2.00 feet, for an interior comer of this tract. THENCE: North 77 deg 28 rain. 26 sec. East along the North line of this tract for a distance of 119.00 feet to a V, inch iron rod. v6th cap, set in the West right -of -way line of "B^ Street for the Northeast corner of this tract; from which a point for the Northeast comer of Block B 16 bean North 12 deg. 31 min. 34 sec. West 70 fed. THENCE: South 12 deg. 31 min. 34 sec. East along the Fast line of this tract, the East lint of said Block B 16 and the West tight -of -way line of" B" Street for a distance of 330.00 feet to the PLACE OF BEGINNING and containing within these boundaries 5.7597 acres of land. SURVEYED: JANUARY, 2002 SURVEYOR'S CERTIFICATE 1, Julien Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes wen prepared by me from an actual survey made on the ground, under my supervision, and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 31" day of January, A. D., 2002. J ne Rsmus777 Registered Professional Land Surveyor No. 4379 022206B.FND EXHIBIT "A -2" STATE OF TEXAS) COUNTY OF CHAMBERS) BLOCK All — MALEIC ANHYDRIDE 'D ESCRIPTION of a 1.2497 acre r�act—of land situstedin the C tt nstian Srnith L=gue, Abstract 22, Chambers Co", Texas, and being out of and a part of that tmrtatin 183.345 attt tract u conveyed by Sidney S. McClendon. III, Trustee, to Mobsy Chemical Corporation by Deed dated March 10, 1970 and recorded in Volume 313 at Page 336 of the Deed Records of Chambers County, Texas. Said 1.2497 acres being all of Block A17 of Bayer Corporation North Plant and being more particularly described by the following metes and bounds, to-wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE. AS DEFII4ED BY ARTICLE 21.071 OF THE NATURAL RESOURCES CODE OF THE STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR - 0.9998961. LAMBERT GRID BEARINGS TO PLANT BEARINGS +12 °31'34" IN THE NORTHEAST AND SOUTHWEST QUADRANT. —12 °31'34" IN THE NORTHWEST AND SOCTTHLAST QUADRANT. REFERENCE IS MADE TO THE PUT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a h inch iron rod, with cap, set in the intersection of the East right -of- wg line of "B" Street (150 feet wide right - of- -way) w th the South right -of -way line of 17 Avenue (150 feet wide right -of -way) at the NoW west corner of said Block Al l and the Northwest corner and POINT OF BEGINNING ofthis tract- Said Beginning Point having a Bayer North Plant Coordinate oCN -4710 and E-9460 and a State Plante Coordinate of Y =722,069.92 and X- 3,300,101.12. THENCE: North 77 deg. 28 thin. 26 sec. East along the North line of this tract, the North line of said Block A17 and the South right -of -way line of 17'" Avenue, for a distance of 393.61 feet to a'h inch iron rod, with cap, set for the Northeast corner of this tract. THENCE: South 42 deg. 22 min. 40 sec. West along the Southwest line of this tract, the Southwest line of said Block A17 fora distance of 481.80 feet to a V: inch iron rod, with S:' cap, set for the South comer of this tract, in the East right of way line of "B" Street r 9 EXILIBLT "A -2" PAGE 3 — 1 2497 ACRES 1HENCE: North l2 deg. 31 min. 34 sec West along the West line of this tact, the West line of said Block A 17 and the East right -of -way line of "B" Street for a distance of - 276.60 feet to the PLACE OF BEGINNiRG and containing-within thee boundaries 1.2497 acres of land. SURVEYED: JANUARY, 2002 SURVEYOR'S CERTLFICA'I'E 1, Jubcne Ramsey, Registered Professional land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared by me from an actual survey made on the grotmd, under my supervision, and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and sea] at Baytown, Texas, this the 31" day of January, A. D., 2002. 4 iene Ramsey gistaed Professional Land Surveyor No. 4379 022206B.FND t * *� + � �tsato+y0 Exhibit B to Ground Lease Legal Description of the (Malefic Anhydride Additional) Land Baytown Malcic (additional land) STATE OF TEXAS) COUNTY OF CHAMBERS) Maleic'Tract 1' DESCRIPTION of a 1.1215 acre tract situated In the Christian Smith League, Abstract No. 22, Chambers County, Texas and being out of and a part of Block B16, and out of a called 183.345 acre tract conveyed by Sidney S. McClendon, III, Trustee, To Mobay Chemical Company by deed dated March 10, 1970 and recorded in Volume 313 at Page 336 of the Deed Records of Chambers County, Texas. This 1.1215 acre tract is- nxre-pwdoulady- described-bythe following metes and bounds, to-wit: NOTE: BEARINGS REFER TO BAYER NORTH PLANT DATUM AND NOT TO ANY RECORDED PLAT OR OTHER INSTRUMENT, AND, OTHER THAN WEST BAY ROAD, F. M. HIGHWAY 565 AND F. M. HIGHWAY 1405, THEY DO NOT EVIDENCE ANY PUBLIC STREETS OR AVENUES. REFERENCE 1S MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a % Inch iron rod being the Southeast comer of a 286.359 acre tract conveyed by Sidney S. McClendon, III, Trustee, to Mobay Chemical Company by deed dated March 10, 1970 and recorded In Volume 313 at Page 340 of the Deed Records of Chambers County, Texas, and the Northeast corner of herein said called 183.345 acre tract THENCE: South 87 °14'26" West for a distance of 1716.08 feet to a point for the Northernmost Northwest comer of a 5.7597 acre tract, being a Lease Site conveyed by Bayer Corporation Company to Wells Fargo Bank, Trustee, by deed dated December 28, 2001 and recorded In Volume 536 at Pages 188, 268 and 360 of the Official Public Records of Chambers County, Texas, and by Bayer Corporation Company to Wells Fargo Bank. Trustee, by deed dated March 1, 2002 and recorded In Volume 545 at Pages 113, 175 and 237 of the Official Public Records of Chambers County, Texas, said point being Northeast comer and POINT OF BEGINNING of said tract herein described. THENCE: SOUTH along the East line of this tract and the Northernmost West line of said 5.7597 acre tract for a distance of 114.00 feet to a point for the Southeast comer of this tract and an interior comer of said 5.7597 acre tract THENCE: WEST along the South line of this tract and the Westernmost North line of said 5.7597 acre tract for a distance of 550.50 feet to a point for the Southwest comer of this tract THENCE: NORTH along the Southernmost West line of this tract for a distance of 70.00 feet to a point for the Westemmost Northwest comer of this tract, In the North line of said Block B16, and in the South right of way line of 161h Avenue. PAGE NO.2 — 1.1215 ACRES THENCE: EAST along the Westernmost North line of this tract, the North line of said Block B16, and the South right of way line of 161h Avenue for a distance of 316.00 feet to a print for an Interior comer of this tract. THENCE: NORTH along the Northernmost West line of this tract for a distance of 44.00 feet to a point for the Easternmost Northwest comer of this tract. THENCE: EAST along the Easternmost North line of this tract for a distance of 234.50 feet to the PLACE OF BEGINNING and containing within said boundary 1.1215 acres. SURVEYOR'S CERTIFICATE I, Jullene Ramsey. Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an office survey made under my supervision on May 27. 2004 and that all Ilnes, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 27" day of May, A. D., 2004. -.--, tllc� Juli ne Ramsey Re istered Professional Land Surveyor No. 4379 Maleic hwft.doc STATE OF TEXAS) COUNTY OF CHAMBERS) Malelc 'Tract 2" DESCRIPTION of a 0.3114 of an acre tract situated In the Christian Smith League, Abstract No. 22, Chambers County, Texas and being out of and a part of Block B16, and out of a called 183.345 acre tract conveyed by Sidney S. McClendon, 111, Trustee, To Mobay Chemical Company by deed dated March 10, 1970 and recorded In Volume 313 at Page 336 of the Deed Records of Chambers County, Texas. This 0.3114 of an acre tract Is more particularly described by the following metes and bounds, to -wtt: NOTE: BEARINGS REFER TO BAYER NORTH PLANT DATUM AND NOT TO ANY RECORDED PLAT OR OTHER INSTRUMENT, AND, OTHER THAN WEST BAY ROAD, F. M. HIGHWAY 565 AND F. M. HIGHWAY 1405, THEY DO NOT EVIDENCE ANY PUBLIC STREETS OR AVENUES. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a % Inch iron rod being the Southeast comer of a 286.359 acre tract conveyed by Sidney S. McClendon, ill, Trustee, to Mobay Chemical Company by deed dated March 10, 1970 and recorded in Volume 313 at Page 340 of the Deed Records of Chambers County, Texas, and the Northeast comer of herein said called 183.345 acre tract. THENCE: South 82 "07'13" West for a distance of 1434.13 feet to a point for the Easternmost Northeast comer of a 5.7597 acre tract, being a Lease Site conveyed by Bayer Corporation Company to Wells Fargo Bank, Trustee, by deed dated December 28, 2001 and recorded In Volume 536 at Pages 188, 268 and 360 of the Official Public.Records -of Chambers County, Texas, and by Bayer Corporation Company to Wells Fargo Bank, Trustee, by deed dated March 1, 2002 and recorded in Volume 545 at Pages 113, 175 and 237 of the Official Public Records of Chambers County, Texas, said point being Southeast comer and POINT OF BEGINNING of said tract herein described. THENCE: WEST along the South line of this tract and the Easternmost North line of said 5.7597 acre tract for a distance of 119.00 feet to a point for the Southwest comer of this tract, and an Interior comer of said 5.7597 acre tract. THENCE: NORTH along the West line of this tract, and the Northernmost East line of said 5.7597 acre tract for a distance of 114.00 feet to a point for the Northwest comer of this tract, and the Northernmost Northeast comer of said 5.7597 acre tract. PAGE NO.2 — 0.3114 OF AN ACRE THENCE: EAST along the North line of this tract for a distance of 119 feet to a point for the Northeast comer of this trail. THENCE: SOUTH along the East line of this tract for a distance of 114.00 feet to the PLACE OF BEGINNING and containing within said boundary 0.3114 of an acre. SURVEYOR'S CERTIFICATE I, Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared from an office survey made under my supervision on May 27, 2004 and that all lines, boundaries and landmarks are accurately described therein. WITNESS my hand and seal at Baytown, Texas, this the 27'm day of May, A. D., 2004. lane Ramsey egistered Professional Land Surveyor No. 4379 Malaic tracts.doc 1 l N y. 8 $ IL \ J �O r �� °sue La TT NAN" Ilk 't \ a1gC, �N Y 0 r z I gR U1 t w� l s N� \� k! b "" I II m LO x Ep e O M � � I, �I e I. Ila :Z5 w1 it I, °i(� Z a I, I� . Q I� I I .L. sy-'S ..7., n n N 0 N • Na N u u "o cz {� W Z lY W O O� O N sit m Ic o I I I I ? L •' m I I .L. sy-'S ..7., n n N 0 N • Na N u u "o cz {� W Z lY W O O� O N