Ordinance No. 12,217 ORDINANCE NO. 12,217
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE MAYOR TO EXECUTE A DEVELOPMENT
AGREEMENT WITH CHEVRON PHILLIPS CHEMICAL COMPANY LP.,
HARRIS COUNTY, THE BAYTOWN REDEVELOPMENT AUTHORITY
AND THE REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN,
TEXAS, FOR REIMBURSEMENT OF PUBLIC IMPROVEMENTS FOR THE
TIRZ SJOLANDER ROAD PROJECT; 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 1: That the City Council of the City of Baytown, Texas, hereby authorizes
the Mayor to execute and the City Clerk to attest to a Development Agreement with Chevron
Phillips Chemical Company LP., Harris County, the Baytown Redevelopment Authority and the
Reinvestment Zone Number One, City of Baytown, Texas, for reimbursement of public
improvements for the TIRZ Sjolander Road Project. 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. f
INTRODUCED, READ and PASSED by the affirmativ- ote of the City Council of the
City of Baytown this the 28th day of March,2013.
------ 74137 . DONCARLOS, ayor
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ETIC kaimgue tY Clerk
APPROVED AS TO FORM:
449146gArACIO RAMIREjR. ttorncy
R:\Karen*iles\City Council'Ordinances12013%larch 281TIRZt)orcloperAgrcemcnt.doc
Exhibit "A"
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT (this "Agreement "), dated March 28, 2013, is
made by and between REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN,
TEXAS ( "Zone "), a tax increment reinvestment zone created by the City of Baytown,
Texas pursuant to Chapter 311 of the Texas Tax Code, as amended; BAYTOWN
REDEVELOPMENT AUTHORITY ("Authority"), a local government corporation
created and organized under the provisions of the Texas Transportation Corporation
Act, Chapter 431, Transportation Code; the CITY OF BAYTOWN, TEXAS (the "City"), a
Texas home -rule city; HARRIS COUNTY, TEXAS (the "County "), a political subdivision
of the State of Texas; and CHEVRON PHILLIPS CHEMICAL COMPANY LP ( "Chevron
Phillips "), a Delaware limited partnership.
RECITALS
WHEREAS, the City Council of the City has created and enlarged the Zone
pursuant to Chapter 311 of the Texas Tax Code, as amended, and appointed its Board of
Directors; and
WHEREAS, after approval of same by the Zone, the City Council approved a
Project Plan and Reinvestment Zone Financing Plan for the Zone; and
WHEREAS, the City authorized the creation of the Authority to aid, assist and
act on behalf of the City in the performance of the City's governmental functions with
respect to the common good and general welfare of the City; and
WHEREAS, the City, the Zone and the Authority have entered into that certain
Agreement dated November 24, 2001, and approved as Ordinance No. 9271 (the
`Baytown Agreement"), pursuant to which the City and the Zone contracted with the
Authority to administer the Zone including, but not limited to, the power to engage in
activities relating to the acquisition and development of land, to construct and improve
infrastructure in Baytown, to enter into development agreements with
developer/ builders in Baytown; and
WHEREAS, pursuant to Ordinance No. 12,111 the City enlarged the boundaries
of the Zone to include the enlargement area described therein (the "Expansion Tract);
and
WHEREAS, pursuant to Ordinance No. 12,112 the City approved the 2012
Amendment to the Project Plan and Reinvestment Zone Financing Plan (the Project
Plan and Reinvestment Zone Financing Plan, as amended to date, the "Project Plan "),
which set forth the Project Plan for the Expansion Tract and the financing plan for
improvements to be constructed in the Expansion Tract; and
419391
WHEREAS, the Texas Tax Code provides that the Zone may enter into
agreements as the Zone considers necessary or convenient to implement the Project
Plan and achieve its purposes; and
WHEREAS, the Authority and the Zone have determined that it is in the best
interest of the Zone and the Authority to contract with Chevron Phillips and the County
to provide for the design and construction of road improvements necessary to
implement the Project Plan, the advance of funds on behalf of the Authority by Chevron
Phillips to pay for such improvements, and the reimbursement of such advanced funds
by the Authority; and
WHEREAS, the City is agreeable to the involvement of the Zone and the
Authority, and to carry out its duties as described herein with respect to the
improvements; NOW THEREFORE,
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and
benefits of this Agreement, the Zone, the Authority, the County, the City, and Chevron
Phillips contract and agree as follows:
ARTICLE 1
GENERAL TERMS
1.1 Definitions. Capitalized terms used in this Agreement shall have the
meanings provided below unless otherwise defined, or the context clearly requires
otherwise:
"Completion" shall mean completion of construction of the Public Improvements
in accordance with the Plans and Specifications and approval by the City.
"Chevron Phillips Advance" shall mean any funds advanced for Public
Improvements by Chevron Phillips pursuant to Section 6.1 of this Agreement.
County Expansion Tract Tax Increment Participation has the meaning given to it in
that certain Second Amendment to Interlocal Agreement among the County, the City,
and the Zone.
"Effective Date" shall mean the effective date of this Agreement first written
above.
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"Expansion Tract" shall mean the real property added to the Zone pursuant to
Ordinance No. 12,111 of the City, more fully described in Exhibit A.
"Improvements" shall mean the 1- hexene unit and the ethane cracking unit being
installed on the Expansion Tract by Chevron Phillips.
"Parties" or "Party" shall mean the Zone, the Authority, the City, the County, and
Chevron Phillips.
"Plans and Specifications" shall mean the designs, plans and specifications for the
Public Improvements prepared or to be prepared by an engineering firm at the
direction of the County in accordance with the Project PIan and subject to approval by
the City as provided herein.
"Pledged Available Tax Increment" shall mean funds deposited into the Tax
Increment Fund from time to time, constituting County Expansion Tract Tax Increment
Participation.
"Project Costs" shall mean the costs of the Public Improvements, including,
without limitation, all costs of bidding, design, engineering, materials, labor,
construction, and inspection, and all payments arising under any contracts entered into
by the County pursuant to this Agreement, all costs incurred in connection with
obtaining governmental approvals, certificates or permits (including any building
permit fees) required as a part of any contracts entered into in accordance with this
Agreement and all related legal fees incurred in connection therewith.
"Project Plan" means the Project Plan and Reinvestment Zone Financing Plan for
Reinvestment Zone Number One, City of Baytown, as approved by the City Council on
December 13, 2001, and as thereafter amended and approved by the City Council.
"Public Improvements" shall have the meaning provided in Article 3 of this
Agreement and more specifically described in the Plans and Specifications.
"State" shall mean the State of Texas.
"Tax Increment Revenue Fund" shall mean the special fund established by the
Authority and funded with payments made by the City and any other participating
Taxing Units, pursuant to the Baytown Agreement.
"Taxing Unit" shall mean individually and collectively, the City, the County, and
any other taxing units participating in the Zone.
1.2 Singular and Plural. Words used herein in the singular, where the context
so permits, also include the plural and vice versa. The definitions of words in the
419391 3
singular herein also apply to such words when used in the plural where the context so
permits and vice versa.
ARTICLE 2
REPRESENTATIONS
2.1 Rel2resentation of Authori . The Authority hereby represents to the
Parties that:
(A) The Authority is duly authorized, created and existing in good
standing under the laws of the State and is duly qualified and authorized to cant' on
the governmental functions and operations as contemplated by this Agreement.
(B) The Authority has the power, authority and legal right to enter into
and perform this Agreement and the execution, delivery and performance hereof
(i) have been duly authorized, (ii) to the best of its knowledge, will not violate any
applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any Iien, charge, encumbrance or security interest
upon any assets of the Authority under any agreement or instrument to which the
Authority is a party or by which the Authority or its assets may be bound or affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
(D) This Agreement has been duly authorized, executed and delivered
by the Authority and, constitutes a legal, valid and binding obligation of the Authority,
enforceable in accordance with its terms except to the extent that (i) the enforceability of
such instruments may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws of general application in effect from time to time
relating to or affecting the enforcement of creditors' rights and (ii) certain equitable
remedies including specific performance may be unavailable.
(E) The execution, delivery and performance of this Agreement by the
Authority do not require the consent or approval of any person which has not been
obtained.
(F) The Authority has an exemption from the payment of sales and use
taxes pursuant to the statute under which the Authority was created.
2.2 Representation of Zone. The Zone hereby represents to the Parties that:
(A) The Zone is duly authorized, created and existing in good standing
under the laws of the State and is duly qualified and authorized to carry on the
governmental functions and operations as contemplated by this Agreement.
418391 4
(B) The Zone has the power, authority and legal right to enter into and
perform this Agreement and the execution, delivery and performance hereof (i) have
been duly authorized, (ii) to the best of its knowledge, will not violate any applicable
judgment, order, law or regulation, and (iii) do not constitute a default under, or result
in the creation of, any lien, charge, encumbrance or security interest upon any assets of
the Zone under any agreement or instrument to which the Zone is a party or by which
the Zone or its assets may be bound or affected.
(C) The Public Improvements and the Project Costs are components of
or are consistent with the Project Plan.
(D) This Agreement has been duly authorized, executed and delivered
by the Zone and constitutes a legal, valid and binding obligation of the Zone,
enforceable in accordance with its terms except to the extent that (i) the enforceability of
such instruments may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws of general application in effect from time to time
relating to or affecting the enforcement of creditors' rights and (ii) certain equitable
remedies including specific performance may be unavailable.
(E) The execution, delivery and performance of this Agreement by the
Zone do not require the consent or approval of any person which has not been
obtained.
2.3 Representation of the County. The County hereby represents to the
Parties that:
(A) The County is duly authorized, created and existing in good
standing under the laws of the State and is duly qualified and authorized to carry on
the governmental functions and operations as contemplated by this Agreement.
(B) The County has the power, authority and legal right to enter into
and perform this Agreement and the execution, delivery and performance hereof
(i) have been duly authorized, (ii) to the best of its knowledge, will not violate any
applicable judgment, order, law or regulation, and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest
upon any assets of the County under any agreement or instrument to which the County
is a party or by which the County or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered
by the County and, constitutes a legal, valid and binding obligation of the County,
enforceable in accordance with its terms except to the extent that (i) the enforceability of
such instruments may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws of general application in effect from time to time
418391 5
relating to or affecting the enforcement of creditors' rights and (ii) certain equitable
remedies including specific performance may be unavailable.
(D) The execution, delivery and performance of this Agreement by the
County do not require the consent or approval of any person which has not been
obtained.
2.4 Representation of the City. The City hereby represents to the Parties that:
(A) The City is duly authorized, created and existing in good standing
under the laws of the State and is duly qualified and authorized to carry on the
governmental functions and operations as contemplated by this Agreement.
(B) The City has the power, authority and legal right to enter into and
perform this Agreement and the execution, delivery and performance hereof (i) have
been duly authorized, (ii) to the best of its knowledge, will not violate any applicable
judgment, order, law or regulation, and (iii) do not constitute a default under, or result
in the creation of, any lien, charge, encumbrance or security interest upon any assets of
the City under any agreement or instrument to which the City is a party or by which the
City or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered
by the City and, constitutes a legal, valid and binding obligation of the City, enforceable
in accordance with its terms except to the extent that (i) the enforceability of such
instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws of general application in effect from time to time relating to or
affecting the enforcement of creditors' rights and (ii) certain equitable remedies
including specific performance may be unavailable.
(D) The execution, delivery and performance of this Agreement by the
City do not require the consent or approval of any person which has not been obtained.
2.5 Representations of Chevron Phillips. Chevron Phillips hereby represents
to the Parties that:
(A) Chevron Phillips is duly authorized, created and existing in good
standing under the laws of the State, is qualified to do business in the State.
(B) Chevron Phillips has the power, authority and legal right to enter
into and perform its obligations set forth in this Agreement, and the execution, delivery
and performance hereof, (i) have been duly authorized, (ii) will not, to the best of its
knowledge, violate any judgment, order, Iaw or regulation applicable to Chevron
Phillips or any provisions of Chevron Phillips's by -laws or limited partnership
agreement, and (iii) do not constitute a default under or result in the creation of, any
418391 6
lien, charge, encumbrance or security interest upon any assets of Chevron Phillips
under any agreement or instrument to which Chevron Phillips is a party or by which
Chevron Phillips or its assets may be bound or affected.
(C) Chevron Phillips will have sufficient capital to perform its
obligations under this Agreement at the time it needs to have sufficient capital.
(D) This Agreement has been duly authorized, executed and delivered
and constitutes a legal, valid and binding obligation of Chevron Phillips, enforceable in
accordance with its terms except to the extent that (i) the enforceability of such
instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws of general application in effect from time to time relating to or
affecting the enforcement of creditors' rights and (ii) certain equitable remedies
including specific performance may be unavailable
ARTICLE 3
THE PUBLIC IMPROVEMENTS
3.1 Public Improvements. The Public Improvements shall consist of the
widening of Sjolander Road to four lanes from Interstate 10 to Wallisville Road, such
infrastructure being more particularly described in the Plans and Specifications to be
approved as provided herein (the Public Improvements 1. The Public Improvements are
expected to serve the Expansion Tract and the remainder of the Zone.
3.2 Project Costs. The estimated Project Costs of the Public Improvements are
described in Exhibit B. The Project Costs may be modified with written approval of the
Parties.
3.3 Public Improvement Requirements. The Public Improvements shall be
designed, acquired, constructed and implemented in accordance with the Plans and
Specifications as soon as practicable following the Effective Date.
ARTICLE 4
DESIGN AND CONSTRUCTION
4.1 Design of the Public Improvements. The County shall prepare or cause to
be prepared the Plans and Specifications for the Public Improvements as soon as
practicable following the Effective Date. Prior to the commencement of construction or
implementation of the Public Improvements, the Plans and Specifications must be
submitted to and approved by the City and all other regulatory authorities having
jurisdiction. Once the Plans and Specifications have been approved by the City, no
changes thereto can be made without the express written approval of the City, the Zone,
and the Authority.
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4.2 Construction Manager. The County agrees to construct the Public
Improvements in accordance with the PIans and Specifications and to provide and
furnish, or cause to be provided and furnished, all materials and services as and when
required in connection with the construction of the Public Improvements, and to pay for
same, subject to the obligation of Chevron Phillips to advance funds to the County for
such purpose as provided in Article 6. The County will obtain all necessary permits
and approvals from the City and all other governmental officials and agencies having
jurisdiction, provide supervision of all phases of construction of the Public
Improvements, and provide periodic reports as requested by Chevron Phillips and as
requested or required by the Authority.
4.3 Completion. Upon Completion, the County shall provide the other
Parties with a final cost summary of all costs associated with such Public
Improvements, a certificate of Completion and evidence that all amounts owing to
contractors and subcontractors have been paid in full evidenced by customary affidavits
executed by such contractors.
4.4 Conveyance of Easements. If applicable, any Party shall grant all required
construction and access easements necessary to construct and maintain the Public
Improvements. Nothing in this Agreement shall be construed to require any Party to
acquire property by a proceeding in eminent domain or otherwise. The easements
granted must be in a form and satisfactory for the intended purpose as determined by
the City.
4.5 Cooperation. The Parties agree that they will cooperate with each other to
provide all necessary information to assist the Authority in complying with the
Baytown Agreement, including, without limitation, the completion of the audit and
construction audit required therein.
4.6 No Vested Rights. Chevron Phillips expressly understands and agrees
that neither this Agreement nor any approvals required herein shall be construed as a
"permit;' as defined in Section 245.001 of the Texas Local Government Code, or an
application therefor; and, as such, Chevron Phillips has no vested right as a "permit" in
any order, regulation, ordinance, rule, expiration date or other requirement in effect at
the time of execution of this Agreement or at the time any approval pursuant to the
terms hereof is obtained. To this end, Chevron Phillips, for itself, its officers, agents,
employees, successors and assigns, hereby releases and holds harmless the County, the
City, the Authority and the Zone from any claim or cause of action involving vested
rights, including, but not limited to, such a right claimed pursuant to Chapter 245 of the
Texas Local Government Code, arising out of this Agreement or the approvals required
to be obtained herein.
ARTICLE 5
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DUTIES AND RESPONSIBILITIES OF THE AUTHORITY
5.1 Project Costs. The Authority shall reimburse Chevron Phillips the
Project Costs in accordance with this Agreement.
5.2 Authori , Bonds. The Authority covenants that it will not issue
any bonds or other obligations to which Zone increment is pledged prior to the time the
Chevron Phillips Advance is paid in full unless: (1) annual tax increment other than the
County Expansion Tract Tax Increment Participation is equal to at least 120% of
projected maximum annual debt service on the Authority's outstanding bonds or other
obligations to which Zone increment is pledged and any proposed bonds or other
obligations to which Zone increment is pledged (excluding any obligation to Chevron
Phillips); and (2) the Authority reasonably anticipates that it will not be required to use
County Expansion Tract Tax Increment Participation to pay any Authority obligation
other than to Chevron Phillips.
ARTICLE 6
PUBLIC IMPROVEMENTS FINANCING AND FUNDING
6.1 Chevron Phillips Advance.
(A) Within 60 days of the Effective Date, Chevron Phillips will make a
cash deposit with the County in the amount of the estimated Project Costs, as shown on
Exhibit B to be used to pay the Project Costs. Advances by Chevron Phillips to the
County for the Project Costs shall be considered an advance of funds on behalf of the
Authority in furtherance of the Project Plan (the "Chevron Phillips Advance').
(B) If at any time the County believes that the Project Costs will be
greater than the estimate, it shall promptly notify Chevron Phillips and provide a
summary of costs expended and expected future costs. Within 30 days of receipt of
such notice, Chevron Phillips shall provide the County with an additional deposit of
funds so that its advances are sufficient to pay the Project Costs.
(C) Upon Completion and payment of all Project Costs, the County will
prepare and send to Chevron Phillips and the Authority an accounting of fund
expenditures. If the Project Costs exceeded the payments made by Chevron Phillips,
Chevron Phillips will pay to the County the amount by which the Project Costs
exceeded its advances within 30 days of receipt of the accounting. If the Project Costs
were less than the payments made by Chevron Phillips, the County will pay to Chevron
Phillips the amount by which the Chevron Phillips advances exceeded the Project Costs.
(D) The Authority shall reimburse Chevron Phillips the full amount of
the Chevron Phillips Advance, without interest, but only from and to the extent of
Pledged Available Tax Increment. The rights of Chevron Phillips in and to the Pledged
418391 9
Available Tax Increment granted herein are subject only to (i) the rights of any holders
of bonds, notes or other obligations that have been heretofore or are hereafter issued by
the City or any other participating taxing unit that are payable from and secured by a
general levy of ad valorem taxes throughout the taxing jurisdiction of the City or any
other participating taxing unit, and (ii) the rights of any of the holders of bonds and
notes of the Authority that are secured by a pledge of the Tax Increment Revenue Fund;
provided, however, the Authority agrees to use the Pledged Available Tax Increment to
pay debt service on the Authority's outstanding obligations only after using all other
funds available to it in the Tax Increment Fund. Except in the event the Improvements
do not produce sufficient Pledged Available Tax Increments during the term of the
Zone, it shall be the obligation of the Authority to repay the Chevron Phillips Advance
from the Pledged Available Tax Increment until such time as the Chevron Phillips
Advance has been fully repaid. The Chevron Phillips Advance constitutes a special
obligation of the Authority payable solely from the Pledged Available Tax Increment as
and to the extent provided in this Agreement. The Chevron Phillips Advances do not
give rise to a charge against the general credit or taxing powers of the Authority, the
Zone, the City, the County or any other Taxing Unit and are not payable except as
provided in this Agreement. Chevron Phillips, its successors and assigns, shall not have
the right to demand payment thereof out of any funds of the Authority other than the
Pledged Available Tax Increment.
(E) Within 60 days of the deposit of the County's payment into the Tax
Increment Fund for tax year 2013, the Authority shall determine the Pledged Available
Tax Increment collected for such tax year, taking into account (i) the taxable value of the
Improvements, (ii) the base value of the Improvements, (iii) the County's tax rate, and
(iv) the collection rate. The Authority shall remit the Pledged Available Tax Increment
to Chevron Phillips, along with an explanation of how it was calculated, within 60 days
of receipt of the County's payment. Thereafter, the Authority shall annually determine
the amount of Pledged Available Tax Increment in the Tax Increment Fund, and remit
such amount to Chevron Phillips along with an explanation of how it was calculated
within 90 days of receipt of the County's payment. Chevron Phillips will be paid the
Chevron Phillip Advance only through the annual distribution of the Pledged Available
Tax Increment by the Authority; the Authority will not issue bonds in payment of the
Chevron Phillips Advance.
(F) The Authority and Chevron Phillips will cooperate to work with
the appropriate authorities as reasonably required to determine the amount of Tax
Increment attributable to the Improvements.
(G) The Zone and the Authority shall endeavor to cause each Taxing
Unit to collect all ad valorem taxes due on property located within the Zone and shall
endeavor to cause such Taxing Units to deposit all tax increments due with the City for
transfer to the Tax Increment Revenue Fund pursuant to the Baytown Agreement.
418391 10
ARTICLE 7
BLIGATIONS OF THE CITY
7.1 Acceptance of the Public Improvements. The City agrees that, upon Completion
of the Public Improvements and a determination by the City's engineer that the Public
Improvements are built to the standards of the City and any other governmental entity
having jurisdiction thereover, it will accept them for inclusion in the City's road system
for all purposes.
ARTICLE 8
DEFAULT
If a Party does not perform its obligations hereunder in compliance with this
Agreement in all material respects, in addition to the other rights under this Agreement,
the other Parties may enforce specific performance of this Agreement for any such
default if such default is not cured or if a cure is not commenced and diligently pursued
within 90 days after receipt by the non - performing Party of a written notice detailing
the event of default. Failure of the Improvements to generate sufficient tax increment
increase to repay Chevron Phillips Advance is not a default on the part of the Authority
or the Zone.
ARTICLE 9
GENERAL
9.1 Inspections, Audits. The County and Chevron Phillips will allow the
other Parties access to documents and records in their possession, custody or control
that the other Parties deem necessary to assist them in determining compliance with
this Agreement, the amount of the Project Costs and the amount of the Chevron Phillips
Advance.
9.2 Operations and Employees. No personnel supplied or used by the
County or Chevron Phillips in the performance of this Agreement shall be deemed
employees, agents or contractors of the other Parties for any purpose whatsoever. The
County and Chevron Phillips shall be solely responsible for the compensation of all
such personnel, for withholding of income, social security and other payroll taxes and
for the coverage of all worker's compensation benefits. Under no circumstance shall the
other Parties be deemed responsible for compensation of the above.
9.3 Personal Liability of Public Officials. To the extent not limited by State
law, no director, officer, employee or agent of the City, the County, Chevron Phillips,
the Zone or the Authority shall be personally responsible for any liability arising under
or growing out of this Agreement.
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9.4 Notices. Any notice sent under this Agreement (except as otherwise
expressly required) shall be written and mailed via certified mail, return receipt
requested, or sent by electronic or facsimile transmission confirmed by mailing written
confirmation via certified mail, return receipt requested at substantially the same time
as such electronic or facsimile transmission, or personally delivered to an officer of the
receiving party at the following addresses:
CHEVRON PHILLIPS CHEMICAL COMPANY LP
1001 Six Pines Drive
The Woodlands, TX 77380
Attn: Real Estate and Property Tax Services Manager
With a copy to:
CHEVRON PHILLIPS CHEMICAL COMPANY LP
10001 Six Pines Drive
The Woodlands, TX 77380
Attn: Legal Department
ZONE
Reinvestment Zone Number One, City of Baytown,
c/o Hawes Hill Calderon L.L.P.
P.O. Box 22167
Houston, Texas 77227 -2167
Attn: David Hawes
AUTHORITY
Baytown Redevelopment Authority
c/o Hawes Hill Calderon L.L.P.
P.O. Box 22167
Houston, Texas 77227 -2167
Attn: David Hawes
CITY OF BAYTOWN
2401 Market Street
Baytown, Texas 77520
Attn: City Manager
HARRIS COUNTY
Harris County Community Services Department
8410 Lantern Point Drive
Houston, TX 77054
Attn: David B. Turkel
418391 12
Each Party may change its address by written notice in accordance with this Section.
Any communication addressed and mailed in accordance with this Section shall be
deemed to be given when so mailed, any notice so sent by electronic or facsimile
transmission shall be deemed to be given when receipt of such transmission is
acknowledged, and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by, the other Parties, as the case may
be.
9.5 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if such amendment or waiver is in writing and is signed by the
Parties. No course of dealing on the part of the Parties, nor any failure or delay by the
Parties with respect to exercising any right, power or privilege of the Parties under this
Agreement shall operate as a waiver thereof, except as otherwise provided in this
Section.
9.6 Successors and Assigns. All covenants and agreements contained by or
on behalf of the Parties in this Agreement shall bind their successors and assigns and
shall inure to the benefit of each party and its successors and assigns. This Agreement
may not be assigned without the written permission of the other Parties.
9.7 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached
to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any conflict
between any of the provisions of such exhibits and the provisions of this Agreement,
the provisions of this Agreement shall prevail. All titles or headings are only for the
convenience of the parties and shall not be construed to have any effect or meaning as
to the agreement between the parties hereto. Any reference herein to a Section or
Subsection shall be considered a reference to such Section or Subsection of this
Agreement unless otherwise stated. Any reference herein to an exhibit shall be
considered a reference to the applicable exhibit attached hereto unless otherwise stated.
9.8 Construction. This Agreement is a contract made under and shall be
construed in accordance with and governed by the laws of the United States of America
and the State of Texas.
9.9 Venue. All parties hereby irrevocably agree that any legal proceeding
arising out of or in connection with this Agreement shall only be brought in the District
Courts of Harris County, Texas or in the United States District Court for the Southern
District of Texas, in Houston, Texas.
9.10 Severability. All parties agree that should any provision of this
Agreement be determined to be invalid or unenforceable, such determination shall not
affect any other term of this Agreement, which shall continue in full force and effect.
418391 13
9.11 No Third Parjy Beneficiaries. This Agreement shall not bestow any rights
upon any third party, but rather, shall bind and benefit the Parties hereto only.
9.12 No Partnershiu. Nothing herein contained shall be construed or held to
make the Parties hereto partners in the conduct of any business.
9.13 Entire Agreement. This written agreement represents the final agreement
between the parties, unless later amended in writing and signed by the parties and may
not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.
9.14 Ambiguities. 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.
9.15 Non - Waiver. Failure of either party hereto to insist on the strict
performance of any of the agreements contained herein or to exercise any rights or
remedies accruing hereunder 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 or to exercise any right or
remedy occurring as a result of any future default or failure of performance.
9.16 Multiple Originals. It is understood and agreed that this Agreement may
be executed in a number of identical counterparts each of which shall be deemed an
original for all purposes.
9.17 Term. This Agreement shall be in force and effect from the Effective Date
for a term expiring on the date Chevron Phillips Advance has been repaid in full, or the
expiration of the Zone, whichever occurs first. If the Authority is dissolved, the
Baytown Agreement requires that the City shall make satisfactory arrangements to
provide for the payment of the obligations to Chevron Phillips of the Authority
hereunder.
9.18 Auu_, roval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by any of the parties, the parties agree that
such approval or consent shall not be unreasonably withheld or delayed.
9.19 Additional Actions. The parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications as
may be necessary or appropriate, from time to time, to carry out the terms, provisions
and intent of this Agreement and to aid and assist each other in carrying out said terms,
provisions and intent.
[The remainder of this page is intentionally left blank]
418391 14
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of 2013.
15
CITY OF BAYTOWN
By:
Robert D. Leiper, City Manager
ATTEO
/1L('L44‘ms.:-:.. ‘,,
�
Leticia Brysch, City ro erg
•
Y •
•
Approved as to form: i y'A ••
pP �� o ••<..,
'(1/a
acio Ramirez, Sr., City Atto 4n4
o
16
HARRIS COUNTY
Bv: k p �— -11
David B. Turkel, Director
Harris County Community Services Department
APPROVED AS TO FORM:
H�risHANris
oun Att rney
By; \ t) t, ,
Douglas Ray, Assistant
17
EXHIBIT A
The Expansion Tract
418391 18
ETHYLENE UNIT 1594
DESCRIPTION OF A 51.472 -ACRE TRACT
OF LAND OUT OF THE WILLIAM BLOODGOOD
SURVEY, A4, HARRIS COUNTY, TEXAS
Being a 51.472 -acre (2,242,121 square foot) tract of land out of the William Bloodgood
Survey, A -4, Harris County, Texas. Said 51.472 -acre tract being a portion of a 611.799 -
acre tract of land conveyed to Chevron Chemical Company, now Chevroaphillips
Chemical Company, as recorded under Harris County Clerk's File Number K160640,
Film Code Number 023 -70 -2135 of the Official Public Records of Real Property Hands
County, Texas and being more particularly described by metes and bounds as follows,
with the basis of bearings being the Texas State Plane Coordinate System (South Central
Zone) (NAD83) as derived by GPS methods:
COMMENCING at a point at the intersection of the north right -of -way line of Interstate
Highway 10 (width varies) and the northwest right -of -way of the Southern Pacific
Railroad (100 feet wide);
THENCE South 85° 31' 26" West, over and across said Chevron Chemical Company
tract, a distance 2,956.12 feet to a point for the southeast corner and the POINT OF
BEGINNING of said tract herein described located at Texas State Plane Coordinate
(NAD83) (South Central Zone) N= 13,868,761.30 E= 3,260,695.35;
THENCE South 77° 21' 22" West, with the south line of said tract herein described, a
distance of 1,975.00 feet to a point for the southwest corner of said tract herein described;
THENCE North 12° 38' 38" West, with the west line of said tract herein described, a
distance of 1,135.25 feet to a point for the northwest corner of said tract herein described;
THENCE North 77° 21' 22" East, with the north line of said tract herein described, a
distance of 1,975.00 feet to a point for the northeast corner of said tract herein described;
THENCE South 12° 38' 38" East, with the east line of said tract herein described, a
distance of 1,135.25 feet to the POINT OF BEGINNING and containing 51.472 acres
(2,242,121 square feet) of land.
This description is accompanied by an exhibit sketch of even date.
Compiled By:
Weisser Engineering Company
19500 Park Row, Suite 100
Houston, Texas 77084
Job No.: CM 1041 (1442 -091)
Date: 03/15/13
NOTES
1. The eoordfnates shown hereon based on LKHU CORS
Station Texas State Plane Coordlnate System, South
Central Zone 4244, HAD 1983 (GRID)
2. The coordinates shown hereon are surface.
ff
N: 13.869.436.64 tAl1 ED 811.789 ACRES
E. 3.258.519.96 N: 13,889,868.91
LAT: 29' 49' 24.79462' GULF OIL CORPORATION E: 3,260.446.86
LONG: 94' 55' 50.76544' TO CHEVRON CHEMICAL COMPANY LAT. 29' 49' 21).40752'
(NOW CHEVRONPHILLIPS COMPANY) LONG: 94. 55' 28.73042'
H.C.C.F. NO. K1B0840,
F.C. No. 023. 70,2135
O.P.R.RP.H.C.
s N77'21'22 "E — 1,975.00'
I N
N M
to
M
51.472 ACRES I
(2,242,121 SQ. FT.) w
00
3 �
00
00 M Fnd. 1/2' I.R.
M N
IM V) �VID
N S.E. CORNER
I Z 611 ACRES 47
a
N. 13,869,344. Q-
�I� E: 3,263,807.17 �V
S77- 21 -22 "W — 1,975.00' P.09, q
It 13.868,761.30 2 .
E: 3,260.895.35 �3, nd. T1mOT
N: 13,868.329.03 LAT' 29' 49' 17.36329' '� ♦ �� Concrete
E 3,258,788 43 LONG: 04C S5' 26.34926' J� Monument
LAT: 29' 49' 13.75089' Fnd. 1/2' I.R.
I LONG: 94' 55' 48.36364'
I P.O.C.
N: 13,868,991.99
E: 3,263,642.17
NNTERSTA 3
I � H10NiWgY 10
0
v
i
P
h
OF T�
�P..�G15 T ��;••, s
O%7 i
WAL R P , .ss. ETHYLENE UNIT 1594 W
,
4410 P Q, CHEVRONPHILLIPS CHEMICAL COMPANY
WEISSER CEDAR BAYOU PLANT - BAYTOWN, TEXAS
S U R `N F' FHECKED t 2013 Weisser Engineering Company, Inc. a
Engineering Co. : WAD F.B. ND:
19500 Houston, Park Row, 084 100 ED BY: J.G. CALF: 1 ' = 400'
Houston, Texos 77084 3
(281) 579 — 7300 BY: M.B. HEET 1 OF 1
T. B.PER. -6e 03/15/13 JOB No.:CM1041
IL
NORTH ISBL (HU -1891)
DESCRIPTION OF A 3.975 -ACRE TRACT
OF LAND OUT OF THE WILLIAM BLOODGOOD
SURVEY, A -4, HARRIS COUNTY, TEXAS
Being a 3.975 -acre (173,157 square foot) tract of land out of the William Bloodgood Survey,
A-4, Harris County, Texas. Said 3.975 -acre tract being a portion of a tract of land conveyed
to Chevron Chemical Company, now ChevronPhillips Chemical Company, as recorded under
Hands County Clerk's File Number K160640, Film Code Number 023 -70 -2135 of the
Official Public Records of Real Property Harris County, Texas and being more particularly
described by metes and bounds as follows, with the basis of bearings being the Texas State
Plane Coordinate System (South Central Zone) (NAD83) as derived by GPS methods:
COMMENCING at a point at the intersection of the north right -of -way line of Interstate
Highway 10 (width varies) and the northwest right -of -way of the Southern Pacific Railroad
(100 feet wide);
THENCE North 50° 06' 04" West, over and across said Chevron Chemical Company tract, a
distance 1,924.87 feet to a point for the most southerly corner and POINT OF BEGINNING
of said tract herein described located at Texas State Plane Coordinate (NAD83) (South
Central Zone) N= 13,870,226.55, E= 3,262,165.60;
THENCE North 12° 38' 38" West, with a west line of said tract herein described, a distance
of 130.00 feet to a point for an interior corner of said tract herein described;
THENCE South 77° 21' 22" West, with a south line of said tract herein described, a distance
of 295.00 feet to a point for the most westerly comer of said tract herein described;
THENCE North 12° 38' 38" West, with a west line of said tract herein described, a distance
of 230.00 feet to a point for the northwest comer of said tract herein described;
THENCE North 77° 21' 22" East, with the north line of said tract herein described, a
distance of 587.50 feet to a point for the northeast comer of said tract herein described;
THENCE South 12° 38' 38" East, with the east line of said tract herein described, a distance
of 360.00 feet to a point for the southeast comer of said tract herein described;
THENCE South 77° 21' 22" East, a distance of 292.50 feet to the POINT OF BEGINNING
and containing 3.975 acres (173,157 square feet) of land.
This description is accompanied by an exhibit sketch of even d.
Compiled By:
Weisser Engineering Company
19500 Park Row, Suite 100
Houston, Texas 77084
Job No.: CM 1041 (1442 -091)
Date: 03/15/13
NOTES
1. The coordinates shown hereon based on LKHU COBS
Station Texas Me Plane Coordinate System, South
Central Zane 4204, NAD 1983 (GRID)
2. The distances shown hereon are surface.
i
I
4I�
�I
3
O
00
0
00 Ci
M
N N
6,536.44'. Z
I
N: 13,870.288.82
E: 3,261,849.33
LAT. 29' 49' 32.07804'
OF Tp
T
S
'S F
:...... ...............
VA R P SA_
4410
-9 'BOA' 04 -C
�-� SUR`I�
CALLED 611.799 ACRES
GULF OIL CORPORATION
TO CHEVRON CHEMICAL COMPANY
(NOW CHEVRONFHILL[PS COMPANY)
H.C.C.F. NO. K100640,
F.C. No. 023. 70,2136
OP.R.R,P.H.C.
N: 136870.513.22
E: 3,261,798.99
LAT: 29' 49' 34.;
LONG: 94' 55' 13
N. 13,870,641.81
E: 3.262,37239
LAT.- 29' 49' 35.
'21'22 "E — 587.50'
3.975 ACRES
(173,157 SCI. FT.)
S77.21'22 "W
295.00'
N: 11670,353.39
E: 4262.137.15
LAT. 29' 49' 32.61746'
LONG: 94. 55' 09.35947
P.O.B.
N: 136870.226.55
E: 3.262,185.60
LAT. 29' 49' 31.35276'
LONG: 94. 55' 09.0868:
100 0
0
o0 0
M
M
N_
Z
S77'21'22 "W
292.50'
P.O.C.
N: 13.868.091.99\
E. 3,263,642.177
w
MO
0
006
O
N M
V)
S¢�
N: 13,870,290.57
E: 3.262.450.98
LAT: 29' 49' 31.88758'
S.E. CORNER
611 ACRES VN : 13,889,344.47
E: 3.263,607.17 4 ment
lMERSTA7E HIGHWAY 10
WEISSER
Engineering Co.
19500 Pork Row, Suite 100
Houston, Texas 77084
(281) 579 - 7300
T.9.PXR. F -66
Fnd. 1/2-
1/2' I.R.
1- HEXENE UNIT (HU -1891) NOITEXAS SBL
CHEVRONPHILLIPS CHEMICAL CNY '
CEDAR BAYOU PLANT - BAYTOWN,
®Co t 2013 Weisser Engineering C , Inc a
RAWN BY: WAD IF.B. NO:
ALCULATED BY: J.G. CTE: 1 ' = 200'
„NECKED BY: M.B. ISHEET 1 OF 1 3
SOUTH ISBL (HU -1891)
DESCRIPTION OF A 3.246 -ACRE TRACT
OF LAND OUT OF THE WILLIAM BLOODGOOD
SURVEY, A -4, HARRIS COUNTY, TEXAS
Being a 3.246 -acre (141,380 square foot) tract of land out of the William Bloodgood
Survey, A -4, Harris County, Texas. Said 3.246 -acre tract being a portion of a 611.799 -
acre tract of land conveyed to Chevron Chemical Company, now ChevronPhillips
Chemical Company, as recorded under Harris County Clerk's File Number K160640,
Film Code Number 023 -70 -2135 of the Official Public Records of Real Property Hands
County, Texas and being more particularly described by metes and bounds as follows,
with the basis of bearings being the Texas State Plane Coordinate System (South Central
Zone) (NAD83) as derived by GPS methods:
COMMENCING at a point at the intersection of the north right -of -way line of Interstate
Highway 10 (width varies) and the northwest right -of -way line of the Southern Pacific
Railroad (100 feet wide);
THENCE North 35° 25' 17" West, over and across said Chevron Chemical Company
tract, a distance 1,331.85 feet to a point for the southeast comer and the POINT OF
BEGINNING of said tract herein described located at Texas State Plane Coordinate
(NAD83) (South Central Zone) N= 13,870,077.22 E= 3,262,870.32;
THENCE South 77° 21' 22" West, with the south line of said tract herein described, a
distance of 362.50 feet to a point for the southwest corner of said tract herein described;
THENCE North 12° 38' 38" West, with the west line of said tract herein described, a
distance of 390.00 feet to a point for the northwest corner of said tract herein described;
THENCE North 77° 21' 22" East, with the north line of said tract herein described, a
distance of 362.50 feet to a point for the northeast corner of said tract herein described;
THENCE South 12° 38' 38" East, with the east line of said tract herein described, a
distance of 390.00 feet to the POINT OF BEGINNING and containing 3.246 acres
(141,380 square feet) of land.
This description is accompanied by an exhibit sketch of even date.
Compiled By:
Weisser Engineering Company
19500 Park Row, Suite 100
Houston, Texas 77084
Job No.: CM 1041 (1442 -091)
Date: 03/15/13
NOTES
1. The coordinates shown hereon based on LKHU CORS
Stadon Texas State Plane Coordinate System, South
Central Zane 4204, NAD 1983 (GRID)
2. The coordinates shown hereon are surface.
N: 13,870,378.38
E: 3,282,431.28
LAT. 29' 49' 3276315'
i
i
i
i
i
i
IY
7,
0
0
0
rn
M
I
3
co
M
CD
M
N
Z
CALLED 61 1.788 ACRES
GULF OIL CORPORATION
TO CHEVRON CHEMICAL COMPANY
(NOW CHEVRONPHIWPS COMPANY)
H.C.C.F. NO. K180640,
F.C. No. 023.70.2135
O.P.R.RP.H.C.
N77'21'22 "E - 362.50'
3.246 ACRES
(141,380 SO. FT.)
S77'21'22 "W — 362.50'
N: 13,869.997.87 ROB.
E: 3,282.518.84 N: 13,870,077.22
LAT 29' 49' 28 p8p02' E 3.282870.32
,LONG: 94. 55' 03.19426' LAN: 29' 49' 201.1490'
LONG: 94• SS' 01.14977'
r,--AA, �STeR Ff
..............
� 4410 P ;�
-7ti' OA- f S 5%b�:{0
�. SUR`N
WEISSER
Engineering Co.
19500 Park Row, Suite 100
Houston, Texas 77084
(281) 579 - 7300
1B.P.E.R. 0 -68
N. 1
E: 2
N: 13,870,457.72
E: 3,262,784.98
LAT: 29' 49' 33.E
0
0
0
rn
r�
I
w
CO
P
0
K)
N_
N
Fnd. 1/2'
S.E. CORNER PQ
611 ACRES �O
N! 13,869,344.47
E: 3,263,507.171 j
V
6
Fnd. s 1/2-
P.O.C. Co^aet e M Onument
868,991.99
63,642.17 INTERSTATE "111WAY 10
1— HEXENE UNIT (HU -1891) SOUTH ISBL
CHEVRONPHILLIPS CHEMICAL COMPANY
CEDAR BAYOU PLANT - BAYTOWN, TEXAS
(D Copyright 2013 Weisser Engineering Company, In
)RAWN BY: WAD F.B. NO:
:ALCULATED BY: J.G. SCALE: 1 " = 100
:NECKED BY: M.B. SHEET 1 OF 1
)ATE: 03/15/13 IJOB No.:CM1041
,
EXHIBIT B
The Public Improvements consist of the widening of Sjolander Road to four lanes from
Interstate 10 to WaIlisville Road.
The estimated Project Costs are $6,900,000, which includes a $500,000 contingency.
418391 19