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<br />e <br /> <br />e <br /> <br />\ <br />City on or before the date therefor hereinabove provided, at least <br />the total of (a) the total amount of ad valorem taxes on the <br />annexed portions, plus (b) the total amount of the "in lieu of <br />taxes" on the unannexed portions of Company' s hereinabove described <br />property which would be due to City in accordance with the <br />foregoing provisions of this Agreement on the basis of renditions <br />which shall be filed by Company. <br /> <br />When the City or Harris County Appraisal District (as the case may <br />be) valuation on said property of Company has been so finally <br />determined, either as the result of final judgment of a court of <br />competent jurisdiction or as the result of other final conclusion <br />of the controversy, then within thirty (30) days thereafter Company <br />shall make payment to City of any additional payment due hereunder <br />based on such final valuation, together with applicable penalties, <br />interests, and costs. <br /> <br />B. Should Company disagree with any appraisal made by the <br />independent appraiser selected by City pursuant to Article II above <br />(which shall be given in writing to Company), Company shall, within <br />twenty (20) days of receiving such copy, give written notice to the <br />ci ty of such disagreement. In the event Company does not give such <br />written notice of disagreement within such time period, the <br />appraisal maqe by said independent appraiser shall be final and <br />controll'ing for purposes of the determination of "in lieu of taxes" <br />payments to be made under this Agreement. <br /> <br />Should Company give such notice of disagreement, Company shall also <br />submit to the City with such notice a written statement setting <br />forth what Company believes to be the market value of Company's <br />hereinabove described property. Both parties agree to thereupon <br />enter into good fai th negotiations in an attempt to reach an <br />'agreement as to the market value of Company' s property for "in <br />lieu" purposes hereunder. If, after the expiration of thirty (30) <br />days from the date the notice of disagreement was received by City, <br />the parties have not reached agreement as to such market value, the <br />parties agree to submit the dispute to final arbitration as <br />provided in subparagraph 1 of this'Article VI B. Notwithstanding <br />any such disagreement by Company, Company agrees to pay to City on <br />or before December 31 of each year during the term hereof, at least <br />the total of (a) the ad valorem taxes on the annexed portions, plus <br />(b) the total amount of the "in lieu" payments which would be due <br />hereunder on the basis of Company's valuations rendered and/or <br />submitted to City by Company hereunder, or the total assessment and <br />"in lieu of taxes" thereon for the last preceding year, whichever <br />is higher. <br /> <br />1. A Board of Arbitrators shall be created composed of one <br />person named by Company, one by City, and a third to be <br />named by those two. In case of no agreement on this <br />arbitrator in 10" days, the parties will join in a written <br />request that the Chief Judge of the u.s. District Court <br />for the Southern District of Texas appoint the third <br />arbitrator who, (as the "Impartial Arbitrator") shall <br />preside over the arbitration proceeding. The sole issue <br />to be determined in the arbitration shall be resolution <br /> <br />6 <br />