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<br />. <br /> <br />e <br /> <br />Industrial District Agreement - 7 <br /> <br />(B) Should Company disagree with any appraisal made by the independent <br />appraiser selected by City pursuant to Article IT above (which shall be given in writing <br />to Company), Company shall, within twenty (20) days of receiving such copy, give written <br />notice to the City of such disagreement. In the event Company does not give such <br />written notice of disagreement within such time period, the appraisal made by said <br />independent appraiser shall be final and controlling for purposes of the determination <br />of "in lieu of taxes" payments to be made under this Agreement. <br /> <br />Should company give such notice of disagreement, Company shall also submit to <br />the City with such notice a written statement setting forth what Company believes to be <br />the market value of Company's hereinabove described property. Both parties agree to <br />thereupon enter into good faith negotiations in an attempt to reach an agreement as to <br />the market value of Company's property for "in lieu" purposes hereunder. If, after the <br />expiration of thirty (30) days from the date the notice of disagreement was received by <br />City, the parties have not reached agreement as to such market value, the parties agree <br />to submit the dispute to final arbitration as provided in subparagraph (1) of this Article <br />VI(B). Notwithstanding any such disagreement by Company, Company agrees to pay to <br />City on or before December 31 of each year during the term hereof, at least the total <br />of (a) the ad valorem taxes on the annexed portions, plus (b) the total amount of the <br />"in lieu" payments which would be due hereunder on the basis of Company's valuations <br />rendered and/or submitted to City by Company hereunder, or the total assessment and <br />"in lieu of taxes" thereon for the last preceding year, whichever is higher. <br /> <br />(1) A Board of Arbitrators shall be created composed of one person <br />named by Company, one by City, and a third to be named by those two. <br />In case of no agreement on this arbitrator in 10 days, the parties will join <br />in a written request that the Chief Judge of the U.S. District Court for the <br />Southern District of Texas appoint the third arbitrator who, (as the <br />"Impartial Arbitrator") shall preside over the arbitration proceeding. The <br />sole issue to be determined in the arbitration shall be resolution of the <br />difference between the parties as to the fair market value of Company's <br />property for calculation of the "in lieu" payment and total payment <br />hereunder for the year in question. The Board shall hear and consider all <br />