Ordinance No. 12,2630RL)lNANCF'.'NCB. 12,263
AN 0+',L-,)lNAAQCUV OF "ll III CI'VY CCIUNCII. C)F TIAIT CCITY C)U 13AYT0',*N,,IN, TEXAS.
AU'FIRAITIZING AND"MMICTING THE CATY MANACif-'R Tf) AND
WIFE CII-Y CLERK TO AT-111111' WCA 'Fill? FIR'-~ Y AI" ISPOINVIENT IX) TIIE,
INUIUSIMIA]. f")ISTRICTY ACIREFENIE:NT 1WIT11 MOFIII. CURPORAYMN;
AND PRC)VJDFNC; DAYETI-11TRI(DIO.
im Y munwirwas i3N, -rum curN, CUUNCLI. QFWI 113 Ccrt,yam (->u-, i. evv-rawrp, wsxwn
secticwl 1. 'Fhat tile City' CC'MnCil Of the City hereby wMhurizes. and dRows the
City Mana"-wr tiw, exectne amid the City CIerk to atle%t to the I-irst Arnendnicail, to the Incinstrin] Di'strict
Agreurnent widi Exxow Mobil C<:)I-por.lHon. A Copy of-the arviendn-jent is attached hcreto. irmarked E.xhibit
-A,- and rnade as part hereoffcw gill intents and p,urposes
Section 2: INis, ordinance shall take effccl iinniedialely, fix and after its passage by the
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Cky CN,uncil of the chy or mytovvii.
INT'ROE)UC•D, IC. 1'M,< 11 and by the affirtnative vo - M, the City Council c)f the City of'
l3a3lawn this the 13"' day ol:'June, 2013.
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1TWAIIEN 11. I-Munc/ LEI .CI EL Mayor
Exhibit "A"
First Amendment
to
the Industrial District Agreement ( "Agreement ")
between
the City of Baytown, Texas and Exxon Mobil Corporation
This First Amendment to the Agreement is made and entered into between the City of
Baytown, Texas, a municipal corporation in Harris and Chambers counties, Texas
( "Baytown' or "City ") and Exxon Mobil Corporation ( "Property Owner "), a company
organized and existing under the laws of the State of New Jersey ( "Property Owner ").
The City and the Property Owner are sometime jointly referred to herein as the "Parties."
RECITALS
WHEREAS the Parties entered into the above - referenced Agreement for tax years
2009 through 2015; and
WHEREAS, Property Owner has filed permit applications to progress plans for a
world -class petrochemical expansion in the U.S. Gulf Coast to be located within the
Industrial District (the "Project "); and
WHEREAS, such permits were filed with the U.S. Environmental Protection
Agency and the Texas Commission on Environmental Quality in anticipation of start-up
of the Project in 2016; and
WHEREAS, the required governmental reviews and approvals are expected to
take about a year; and
WHEREAS, Property Owner will make a final siting decision concerning the
Project following completion of these reviews and approvals; and
WHEREAS, the City has expressed concerns that over the next three- to four -year
period, the intense construction activity regarding the anticipated Project will place a
burden on City emergency services, particularly police. While the Project will hire off -
duty law enforcement for point - specific assistance, the City anticipates there will be a
need for additional policing infrastructure as a result of increased traffic, increased
numbers of workers and increased policing activity; and
WHEREAS, the City is requesting assistance from Property Owner in funding an
additional 6 (six) full -time police officers, 3 (three) vehicles, and /or other police- related
expenses approved in writing by the Property Owner ( "Manpower and Infrastructure ") to
effectively address the increase in call volume and traffic issues that are projected to
occur on City thoroughfares as a result of the Project; and
WHEREAS, City finances are insufficient to cover the costs of the added
Manpower and Infrastructure requirements; and
First Amendment to IDA, Page 1
WHEREAS, Property Owner is willing to make financial investments in
connection with the Agreement to the City to assist the City with the costs directly
connected with the Manpower and Infrastructure requirements pursuant to the terms and
conditions specified in this Amendment to the Agreement; and
WHEREAS, Property Owner is willing to make such financial investments to the
City as additional payments under the Agreement pursuant to the terms and conditions of
this Amendment; and
WHEREAS, given the scope of the Project and the City's concerns, the City and
Property Owner agree, notwithstanding the provisions of Article XIX of the Agreement,
to enter into this Amendment for the sole purpose of addressing the Manpower and
Infrastructure needs as they relate to the Project during the term of the Agreement; and
WHEREAS, Property Owner and the City agree that a portion of the Property
Owner's financial investments made under this Amendment will be credited by the City
against future industrial district payments that Property Owner may owe to the City;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, City and Property Owner agree as
follows:
1. Amendment.
Except as expressly modified hereby, all of the provisions of the Agreement are being
continued in full force and effect as set forth herein. The terms as utilized in this
Amendment have the same meaning as utilized in the Agreement, unless expressly
modified by this Amendment.
2. Investment Obligations.
Property Owner agrees to undertake the following investment obligations to be used for
the purpose of Manpower and Infrastructure:
(a) In December 2013, Property Owner will remit three hundred thousand
U.S. Dollars ($300,000) to the City.
(b) In December 2014, Property Owner will remit five hundred thousand U.S
Dollars ($500,000) to the City.
(c) In December 2015, Property Owner will remit five hundred thousand U.S.
Dollars ($500,000) to the City.
First Amendment to IDA. Page 2
These investment obligations as set forth in this Section 2 are in addition to Property
Owner's existing financial obligations under the Agreement, subject to the terms and
conditions set forth in this Amendment. Should Property Owner fail to timely make
payment as required in this Section, the amount due and owing shall bear interest at the
rate established in Section 2251.025 of the Texas Government Code.
3. Verification.
(a) Upon written request by Property Owner made at least thirty (30) days
before the due date of each investment obligation contained in Section 2,
the City will provide public documents evidencing that the investment
obligations are or will be spent in accordance with the City's planned or
actual provision of the Manpower and Infrastructure (the "Required
Documentation ").
(b) If the Required Documentation is properly requested by Property Owner
but the Property Owner reasonably believes the documentation provided
by the City is insufficient, the Property Owner shall notify the City of its
belief in writing within ten (10) calendar days of receipt of the
documentation from the City. Such notice shall detail what
documentation is reasonably believed to be missing. The failure of the
Property Owner to timely notify the City of any suspected insufficiency
shall result in the documentation provided by the City being deemed to
sufficient.
(c) Within ten (10) calendar days of receipt of the notice described in
subsection (b) of this Section, the City shall provide either (i) the
additional documentation reasonably requested or (ii) the reason the
additional documentation requested is not available.
(d) If the Required Documentation is properly requested by Property Owner
and provided by the City, Property Owner has the obligation to tender
payment in accordance with Section 2.
(e) If the City fails to comply with this Section 3, Property Owner may cease
to make additional investments under this Amendment until such
documentation is tendered to Property Owner. If Property Owner ceases
to make such payments due to the City's failure to supply documentation:
(i) all investment funds received by City previous to such cessation shall
remain at the City's disposal and are subject to the credit/reimbursement
provisions described in Section 8, and (ii) all investment funds that have
not yet been received by City under this Amendment, are suspended until
Required Documentation is provided by the City.
First Amendment to IDA, Page 3
4. Transfer of Funds.
All investment obligations will be transferred in U.S. Dollars to the account of the City
using the same payment procedures and account used to make payments under the
Agreement.
5. City Control of Investment Funds.
At all times, the City will exercise full control over the Manpower and Infrastructure.
Property Owner is not responsible for the selection of Manpower or Infrastructure
performed with the investment funds.
6. Usaee of Investment Funds.
All investment funds must be used by City in strict compliance with the terms and
conditions hereunder only and only for the Manpower and Infrastructure described
herein. The City will allow Property Owner access to any public documents related to
the use of investment funds for the purpose of ensuring that investment funds are being
used for the purposes described herein. Savings on investments, if any, may be used by
the City for other law enforcement purposes. if investment funds are insufficient to cover
the full cost of the Manpower and Infrastructure described herein, nothing contained
herein shall be construed so as to require the City to bear costs or to provide Manpower
and Infrastructure in excess of the amount received by the Property Owner pursuant to
the terms of this Amendment.
7. Term.
This Amendment becomes effective once signed by both of the Parties (the "Effective
Date ").
The provisions of Section 8 by their nature extend beyond this Amendment's
cessation/cancellation, remain in effect until fulfilled, and apply to the successors and
assigns of each Party.
8. Credit/Reimbursement of Investment Funds.
Property Owner and the City agree that Property Owner's financial investments made
under this Amendment will be credited by the City against future industrial district
payments that Property Owner may owe to the City. More specifically:
(a) In the event that Property Owner enters into an industrial district
agreement for a seven -year period commencing in tax year 2016, the
Parties agree that eighty percent (80 %) of all financial investments by
Property Owner to the City under this Amendment shall be credited by the
City against future industrial district payment obligations of Property
First Amendment to IDA, Page 4
Owner to the City. The City shall credit Property Owner against such
future payment obligations on a year -by -year basis as follows:
i. The 2016 industrial district payment will be credited by 80% of the
payment received in December 2013;
ii. The 2017 industrial district payment will be credited by 80% of the
payment received in December 2014; and
iii. The 2018 industrial district payment will be credited by 80% of the
payment received in December 2015.
(b) In the event that Property Owner does not enter into an industrial district
agreement, and the City annexes the Property on or before December 31,
2015, thereby subjecting the Property to ad valorem taxes, the Parties
agree that eighty percent (80 %) of all financial investments remitted by
Property Owner to the City under this Amendment shall be credited by the
City against such future ad valorem taxes.
(c) In the event that Property Owner does not enter into an industrial district
agreement commencing in tax year 2016 and the City does not annex the
Property on or before December 31, 2015, the Parties agree that the City
shall not be required to reimburse Property Owner any financial
investments remitted by Property Owner to the City under this
Amendment.
9. Intent of the Parties
The Parties recognize that this Amendment is extraordinary in that it amends the financial
terms of the Agreement. The sole purpose of this Amendment is to provide a funding
bridge for Manpower and Infrastructure until such time as the City obtains additional
revenue from the Property Owner through a new Industrial District Agreement. The
Parties do not anticipate any similar circumstance in the future and this Amendment
should not be construed as precedent for amendments to the Agreement.
10. Complete Agreement.
This Amendment 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.
11. Execution.
This Agreement is executed and signed by the authorized representatives of the Parties in
two originals.
First Amendment to 1DA, Page 5
Executed by the Parties effective as of the Effective Date.
Exxon Mobil Corporation City of Baytown, Texas
By: _
Name:
Title:
Date:
First Amendment to IDA, Page 6
By:
Name:
Title:
Date: