HomeMy WebLinkAbout93-IDA-01-B
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ORDINANCE NO. 93-IDA-01-B
AN ORDINANCE AUTHORIZING THE EXECUTION BY THE CITY OF LA PORTE OF
AN INDUSTRIAL DISTRICT AGREEMENT WITH AIR PRODUCTS MANUFACTURING
CORPORATION, FOR THE TERM COMMENCING JANUARY 1, 1994, AND ENDING
DECEKBER 31, 2000; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING
TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND
PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
section 1.
AIR PRODUCTS MANUFACTURING CORPORATION has
executed an industrial district agreement with the City of La
Porte, for the term commencing January 1, 1994, and ending December
31, 2000, a copy of which is attached hereto, incorporated by
reference herein, and made a part hereof for all purposes.
section 2. The Mayor, the City Manager, the City Secretary,
and the City Attorney of the City of La Porte, be, and they are
hereby, authorized and empowered to execute and deliver on behalf
of the City of La Porte, the industrial district agreement with the
corporation named in Section 1 hereof.
section 3. The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
Ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Article 6252-17, Texas Revised
civil Statutes Annotated; and that this meeting has been open to
the public as required by law at all times during which this
ordinance and the subj ect matter thereof has been discussed,
considered and formally acted upon. The City Council further
ratifies, approves and confirms such written notice and the
contents and posting thereof.
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ORDINANCE NO. 93-IDA-Ol-B
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section 4. This Ordinance shall be effective from and after its
passage and approval, and it is so ordered.
PASSED AND APPROVED, this 9th day of May, 1994.
By:
CITY OF LA PORTE
L~~~
Mayor
AT~~
Sue Lenes,
City Secretary
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CITY OF LA PORTE
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PHONE 171 3) 471.5020 . p, 0, Box 1 1 15 . LA PORTE, TEXAS 77572
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May 10, 1994
Mr. R.J. Nicol
Manager, state/Local Tax
Air Products Manufacturing corporatio~
7201 Hamilton Boulevard
Allentown, PA 18195-1501
Re: city of La Porte Industrial District Agreement,
Effective January 1, 1994.
Dear Mr. Nicol:
I am pleased to enclose herewith fully executed duplicate original
copy of the industrial district agreement between your firm and the,
City of La Porte, effective January 1, 1994, for the term expiring
December 31, 2000.
I also enclose certified copy of the City of La Porte's approval
ordinance, for your records.
Thank you for your cooperation in this matter. If my office can
ever be of assistance to your firm, please do not hesitate to call.
Yours very truly,
CITY OF LA PORTE
By: G<~ \. ~
Robert T. Herrera
City Manager
RTH:sw
Enclosures
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NO. 93-IDA-OI- ~ {
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STATE OF TEXAS {
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COUNTY OF HARRIS {
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY
OF LA PORTE, TEXAS, a municipal corporation of Harris County,
Texas, hereinafter called "CITY~', and Air Products Manufacturing
Corporation , a Delaware corporation, hereinafter
called "COMPANY",
WIT N'E SSE T H:
WHEREAS, it is the established policy of the city Council of
the City of La Porte, Texas, to adopt such reasonable measures from
time to time as are permitted by law and which will tend to ,enhance
the economic stability and growth of the City and its environs by
attracting the location of new and the expansion of existing
industries therein, and such policy is hereby reaffirmed and
adopted by this City Council as being in the best interest of the
City and its citizens; and
WHEREAS, pursuant to its policy, City has enacted Ordinance
No. 729, designating portions of the area located in its
extraterritorial jurisdiction as the "Battleground Industrial
District of La Porte, Texas", and Ordinance No. 842A, designating
portions of the area located in its extraterritorial jurisdiction
as the "Bayport Industrial District of La Porte, Texas",
hereinafter collectively called "Distri:ct", such Ordinances being
in compliance with the Municipal Annexation Act of Texas, codified
as Section 42.044, Texas Local Government Code; and
WHEREAS, Company is the owner of land within a designat~d
Industrial District of the City of La Porte, said land being
legally described on the attached Exhibit "A" (hereinafter "Land") ;
and said Land being more particularly shown on a plat attached as
Exhibit "B", which plat describes the ownership boundary lines; a
si te layout, showing all improvements, including pipelines and
railroads, and also showing areas of the Land previously annexed
by the City of La Porte; and
WHEREAS, City desires to' encourage the expansion and growth
of industrial plants within said Districts and for such purpose
desires to enter into this Agreement with Company pursuant to
Ordinance adopted by the City Council of said city and recorded in
the official minutes of said City:
NOW, THEREFORE, in consideration of the premises and the
mutual agreements of the parties contained herein and pursuant to
the authority granted under the Municipal Annexation Act and the
Ordinances of city referred to above, City and Company hereby agree
with each other as follows:
Revised: October 22, 1993
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I.
City covenants, agrees and guarantees that during the term of this
Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall' continue to retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the Land belonging to Company and its
assigns, unless and until the status of said Land, or a portion or
portions thereof, as an industrial district may be changed pursuant
to the terms of this Agreement. Subject to the foregoing and to
the later provisions of this Agreement, City does further covenant,
agree 'and guarantee that such industrial district, to the extent
that it covers said Land lying within said District and not now
within the corporate limits of City, shall '.be immune from
annexation by city during the term hereof (except as hereinafter
provided) and shall have no right to have extended to it any
services by City, and that all Land, including that which has been
heretofore annexed, shall not have extended to it by ordinance any
rules and regulations (a) governing plats and subdivisions of land,
(b) prescribing any building, electrical, plumbing or inspection,
code or codes, or (c) attempting to exercise in any manner whatever
control over the conduct of business thereon; provided, however,
it is agreed that City shall have the right to institute or
intervene in any administrative and/or judicial proceeding
a~thorized by the Texas Water Code, the Texas Clean Air Act, the
Texas Health & Safety Code, or other federal or state environmental
laws, rules or regulations, to the same extent and to the same
intent and effect as if all Land covered by this Agreement were
not subject to the Agreement.
II.
In the event th~t any portion of the Land has heretofore been
annexed by City, Company agrees to render and pay fuII,City ad
valorem taxes on such annexed Land and improvements, and tangible,
personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts of
the 65th Texas Legislature, Regular Session, 1979, as amended), the
appraised value for tax purposes of the annexed portion of Land,
improvements, and tangible personal property shall be determined
by the Harris County Appraisal District. The parties hereto
recognize that said Appraisal District has no authority to appraise
the Land, improvements, and tangible personal property in the
unannexed area for the purpose of computing the "in lieu" payments
hereunder. Therefore, the parties agree that the appraisal of the
Land, improvements, and tangible personal property in the unannexed
area shall be conducted by city, at City's expense, by an
independent appraiser of City's selection. The parties recognize
that in making such appraisal for "in lieu" payment purposes, such
appraiser must of necessi ty appraise the entire (annexed and
unannexed) Land, improvements, and tangible personal property.
Nothing herein contained shall ever be interpreted as lessening the
authority of the Harris County Appraisal District to establish the
appraised value of Land, improvements, and tangible personal
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property in the annexed portion, for ad valorem tax purposes.
III.
A. On or before April 15, 1994, and on or before each April 15th
thereafter, unless an extension is granted,in accordance with the
Texas Property Tax Code, through and including April 15, 2000,
Company shall provide City with a written description of its Land
and all improvements and tangible personal property located on the
Land as of the immediately preceding January 1st, stating its
opinion of the Property's market value, and being sworn to by an
authorized, officer of the Company authorized to do so, or Company's
duly authorized agent, (the Company's "Rendition"). Company may
file such Rendition on a Harris County Appraisal District rendition
form, or similar form. The properties which the Company must
render and upon which the "in lieu of" taxes are assessed'are more
fully described in subsections 1, 2, and 3 of subsection D, of this
Paragraph III (sometimes collectively called the "Property"). A
failure by Company to file a Rendition as provided for in this
paragraph, shall constitute a waiver by Company for the current tax
year, of all rights of protest 'and appeal under the terms of this
Agreement.
B. As' part 'of its rendition;, Company shall furnish to City a
written report of the names and addresses of all persons and
entities who store any tangible personal property on the Land by
bailment, lease, consignment, or other arrangement with Company
("products in storage"), and are in the possession or under the
management of Company on January 1st of each Value Year, further
giving a description of such products in storage.
C. On or before the later of December 31, 1994, or 30 days from
mailing of tax bill and in like manner on or before each December
31st thereafter, through and including December 31, 2000, Company
shall pay to City an amount "in lieu of taxes" on Company's
Property as of January 1st of the current calendar year ("Value
Year").
D. Company agrees to render to City and pay an amount "in lie4
of taxes" on Company's Land, improvements and tangible personal
property in the unannexed area equal to the sum of:
1. (a) Fifty percent (50%) of the amount of ad valorem
taxes which would be payable to City if all of the
Company's Land and improvements which' existed on
January 1, 1994, January 1, 1995, and January 1,
1996, had been within the corporate limits of City
and appraised each year by City's independent
appraiser; and
(b) Fifty-three percent (53%) of the amount of ad
valorem taxes which would be payable to City if all
of the Company's Land and improvements which existed
on January 1, 1997, January 1, 1998, January 1,
1999, and January 1, 2000, had been wi thin the
corporate limits of City and appraised each year by
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City's independent appraiser; and
2. (a) On any Substantial Increase in value of the Land,
improvements, and tangible personal property
(excluding inventory) dedicated to new construction,
in excess of the appraised value of same on January
1, 1993, resulting from new construction (exclusive
of construction in progress, which shall be exempt
from taxation), for each Value Year following
completion of construction in progress, an amount
equal to ThirtY,percent (30%) of the amount of ad
valorem taxes which would be payable to city if all
of said new construction had" been within the
corporate limits of City and appraised by City's
independent appraiser.
(b) A Substantial Increase in value of the Land and
improvements as used in subparagraph 2(a) above, is
defined as an increase in value that is the lesser
of either:'
i. at least Five percent (5%) of the total
appraised value of Land and improvements, on
January 1, 1993; or
ii. a cumulative value of at least $3,500,000.00.
For the purposes of this Agreement, multiple
projects that are completed in a Value Year can be
cumulated to arrive at the amount for the increase
in value.
(c) If existing property values. have depreciated below
the value established on January 1, 1993, an amount
equal to the amount of the depreciation will be
removed from this calculation to restore the value
to the January 1, 1993, valu~; and
3. (a) Fifty-percent (50%) of the amount of ad valorem
taxes which would be payable to City on all of the
Company's tangible personal property of every
description, including, without limitation,
inventory, oil, gas, and mineral interests, items
of leased equipment, railroads, pipelines, and
products in storage located on the Land, if all of
said tangible personal property which existed on
January 1, 1994, January 1, 1995, and January 1,
1996, had been within the corporate limits of City
and appraised each year by the City's independent
appraiser;
(b) Fifty-three percent (53%) of the amount of ad
valorem taxes which would be payable to City on all
of the Company's tangible personal property of every
description, including, without limitation,
inventory, oil, gas, and mineral interests, items
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of leased equipment, "railroads, pipelines, and
products in storage located on the Land, if all of
said tangible personal property which existed on
January 1, 1997, January 1, 1998, January 1, 1999,
and January 1, 2000, had been within the corporate
limits of city and appraised each year by the City's
i~dependent appraiser.
with the sum of 1, 2 and 3 reduced by the amount of City's ad
valorem taxes on the annexed portion thereof as determined by
appraisal by the Harris County Appraisal District.
IV.
This Agreement shall extend for a period beginning on the 1st day
of January, 1994, and continuing thereafter until December 31,
2000, unless extended for an additional period or periods of time
upon mutual consent of Company and ci ty as provided by' the
Municipal Annexation Act; provided, however, that in the event this
Agreement is not so extended for ~n additional period or periods
of time on or before August 31, 2000, the agreement of' City not to
annex property of Company within the District shall terminate. In
that event, City shall have the right to commence immediate
annexation proceedings as to all of-Company's property covered by
this Agreement, notwithstanding any of the terms and provisions of
this Agreement.
Company agrees that if the Texas Municipal Act, section 42.044,
Texas Local Government Code, is amended after January 1, 1994, or
any new legislation is thereafter enacted by the Legislature of the
State of Texas which imposes greater restrictions on the right of
City to annex' land belonging to Company or imposes further
obligations on city in connection therewith after the annexation
of such land, Company will waive the right to require City to
comply with any such additional res~rictions or obligation~ and the
rights of the parties shall be then determined in accordance with
the provisions of said Texas Municipal Annexation Act as the same
existed January 1, 1994. '
V.
This Agreement may be extended for an additional period or periods
by agreement between City and Company and/or its assigns even
though it' is not extended by agreement between City and all of the
owners of all land within the District of which it is a part.
VI.
A. In the event Company elects to protest the valuation for tax
purposes set on its said properties by City or by the Harris County
Appraisal District for any year or years during the terms hereof,
nothing in this Agreement shall preclude such protest and Company
shall have the right to take all legal steps desired by it to
reduce the same.
Notwithstanding such protest by Company, Company agrees to pay to
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City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the
annexed portions, plus (b) the total amount of the "in lieu of
taxes" on the unannexed portions of company's hereinabove described
property which would be due to City in accordance with the
foregoing provisions of this Agreement on the basis of renditions
which shall be filed by Company.
When the city or Harris County Appraisal District (as the case may
be) valuation on said property of Company has been so finally
determined, either as the, result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion
of the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, .together with applicable penalties,
interests, and costs. '
B. Should Company disagree wi th any appraisal made by the
independent appraiser selected by City pursuant to Article II above
(which shall be given in writing to company), Company shall, within
'twenty (20) days of receiving such copy, give written notice to the
City of such disagreement. In the event Company does not give such
written notice of disagreement within such time period, the
appraisal made by said independent appraiser shall be final and
controll'ing for purposes of the determination of "in lieu of taxes"
payments to be made under this Agreement.
Should Company give such notice of disagreement, Company shall also
submit to the City with such notice a written statement setting
forth what Company believes to be the market value, of Company's
hereinabove described property. Both parties agree to thereupon
enter into good fai th negotiations in an attempt to reach an
agreement as to the market value' of company's property for "in
lieu" purposes hereunder. If, after the expiration of thirty (30)
days from the date the notice of disagreement was received by City,
the parties have not reached agreement as to such market value, the
parties agree to submit the dispute to final arbitration as
provided in subparagraph 1 of this Article VI B. Notwithstanding
any such disagreement by Company, Company agrees to pay to City on
or before December 31 of each year during the term hereof, at least
the total of (a) the ad valorem taxes on the annexed portions, plus
(b) the total amount of the "in lieu" payments which would be due
hereunder on the basis of Company's valuations rendered and/ or
submitted to City by Company hereunder, or the total assessment and
"in lieu of taxes" thereon for the last preceding year, whichever
is higher.
1. A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be
named by those two. In case of no agreement on this
arbitrator in 10" days, the parties will join in a written
request that the Chief Judge of the u.S. District Court
for the Southern District of Texas appoint the third
arbitrator who, (as the "Impartial Arbitrator") shall
preside over the arbitration proceeding. The sole issue
to be determined in the arbitration shall be resolution
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"of the difference between the parties as to the fair
market value of Company's property for calculation of the
"in lieu" payment and total payment hereunder for the
year in question. The Board shall hear and consider all
relevant and material evidence on that issue including
expert opinion, and shall render its written decision as
promptly as practicable. That decision sha,ll then be
final and binding upon the parties, subj ect only to
judicial review as may be available under t,he Texas
General Arbitration Act (Articles 224-238, Vernon's
Annotated Revised civil statutes of Texas). Costs of the
arbitration shall be shared ~qually by the Company and
the city, provided that each party shall bear its own
attorneys fees. '
VII.
City shall be entitled to a tax lien on Company's above described
property, all improvements thereon, and all tangible personal
property thereon, in the event of default in payment of "in lieu
of taxes" payments hereunder, which shall accrue penalty and
interest in like manner as delinquent taxes, and which shall be
collectible by City in the same manner as provided by law for
delinquent taxes.
VIII.
This Agreement shall inure to the benefit of and be binding upon
City and Company, and upon Company's successors and assigns,
affiliates and subsidiaries, and shall remain in force whether
Company sells, assigns, or in any other manner disposes of, either
voluntarily or by operation of law, all or any part of the property
belonging.to it within the territory hereinabove described, and the
agreements herein contained shall be held to be covenants running
with the land owned by Company situated within said territory, for
so long as this Agreement or any extension thereof remains in
force. Company shall give City written notice within ninety (90)
days, with' full particulars as to property assigned and identity
of assignee, of any disposition of the Land, and assignment of this
Agreement.
IX.
If City enters into an Agreement with any other la~downer with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement. This
Paragraph shall not apply to any Court ordered extension of the
term of the Agreement ordered in Southern Ionics, Inc. vs City of
La Porte, civil Action H-89-3969, United states District Court,
Southern District of Texas.
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X.
The parties agree that this Agreement complies with existing laws
pertaining to the subject and that all terms, considerations and
conditions set forth herein are lawful, reasonable, appropriate,
and not unduly restrictive of Company's business activities.
Without such agreement neither party hereto would enter into this
Agreement. In the event anyone or more words, phrases, clauses,
sentences, paragraphs, sections, articles or other parts of this
Agreement or the application thereof to any person, firm,
corporation or circumstances shall be held by any court of
competent jurisdiction to be invalid or unconstitutional for any
reason, then the application, invalidity or unconstitutionality of
such words, phrase, clause, sentence, paragraph, section, article
or other part of the Agreement shall be deemed to,be independent
of and separable from the remainder of this Agreement and the
validi ty of the remaining parts of this Agreement shall not be
affected thereby. '
XI.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said 'Land shall terminate.
ENTERED INTO effective the 1st day of January, 1994.
A~ ~
city secretarY~
1!!;'t/ ~
Knox W. Askins '
City Attorney
City of La Porte
P.O. Box 1218
La Porte, TX 77572-1218
Phone: (713) 471-1886
Fax: (713) 471-2047
By:
By:
By:
Air Products Manufacturing Corporation
(COMPANY)
Name: R. J. icol
Title: Mana er, State/Local Tax
Address: 7201 Hamilton Blvd.
Allent~wn, PA 18195
h LA PORTE
N~ man~ i:~MI~
Mayor
G(~ T~ ~
Robert T. Herrera
City Manager
CITY OF LA PORTE
P.O. Box 1115
La Porte, TX 77572-1115
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Tax Department
Air Products and Chemicals. Inc.
7201 Hamilton Boulevard
Allentown, PA 18195-1501
Telephone (610) 481-7778
Fax (610) 481-8555
~t~_~
7 April 1994
Askins & Armstrong, P.C.
Attorneys at Law
702 W. Fairmont Parkway
P. O. Box 1218
La Porte, TX 77572-1218
Dear Mr. Askins:
Re: Air Products Manufacturing Corporation
City of La Porte Industrial District Agreement
I apologize for taking so long to get back to you. Here are two
Industrial Agreements for certain pipeline(s) running into the City of
La Porte. While the manufacturing facilities are in the name of Air Products,
Incorporated, the pipeline is in the name of Air Products Manufacturing
Corporation. I have attached the appropriate Exhibits.
The pipeline is currently assessed by Capitol Appraisal Co. Their
Account No. is 0278138 and their value is $550,540.
Respectfully,
AIR PRODUCTS AND CHEMICALS, INC,
an~.
R. J. Nicol
Manager, State/Local Tax
(610) 481-7598
Attachments
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Tax Department
Air ProCIUC'S and cnemicalS. Inc.
7201 Hamilton Boulevard
AUentown. PA 18196-1601
Telephon81~1S) 481.n78
Fax(215)481~5S5
~~'.:...
RECEIVED'
OCT 2 '9 1993
c, ry MANAGERS
OFFICE,
29 October '1998
Mr. Robert T. Herrera
City Manager
City of LaPorte
P. O. Box 1115
LaPorte, 'IX 77572-1115
(Fax No. (713) 471-7168)
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He: City of LaPorte Proposed Industr.i81 DiStrict Agreement,
Dated October 22, 1998. '
Dear Mr. Herrera:
The attached "Letter of Intent' I has been completed in the name of .Air
Products, Incorporated" The assets at the LaPorte Complex were transferred
from Air Products Manufacturing Corporation to Air Products, Ineorporated
effective 1 October 1998.
The signed Industrial District Agreement will follow as SOOn as
possible.
Respectfully yours,
:... . J C~.. .. ..: _ '. '... :.J..:. . . ..... ~~i~I:.. ..:.':1 ..;'. .:_' . I.. of . _:, ,'0 ...:. ....l~..::
, 1"""-'" ", ',' ..-.",." '" .,."..... >,..,'........','..~ \!Il'",'.......; ',.,:....4..t.:tJ. ...'"'~.,.~~,...I.. \~-v:.~.'7'..._.'t.I-_......J.f..t~~':'t. .~r_,..
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'. .............. ....., . ,"... . '. . .".'
. . .. .
, ,
, , ", ' R. J. Nicol '
Manager, State &: Local Tax
(216) 481-7598,
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RJN/pdu
Attachment
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Tax Dapattment
AIr Praaucts and Chemicals, IroC.
7201 Hamilton BOulevard
Allentown. PA 18186-1601
Telepttone 1215)481-7778
Fax (216) 481.8555
AIR ~..
PRODUCTS t-.
28 October 1998
Mr~ Robert T. Herrera
City Manager
City of LaPorte
P. O. Box: 1115'
LaPorte, TX 77572-1115
Be: City of LaPorte Proposed Industrial Disttiet Agrement,
Dated October 22, 1998.
(FaX No. (713) 471-7168)
,Dear Mr. Herrera:
I
Air Products, Incorporated has received 'and reviewed the City of LaPorte's
proposed industrial district agreement dated October 22. 1993, for the term
... . 1
January 1, 1994, through December 81,' 2000. ' . ,
By this Letter of Inte.n.t, our firm expresses its agreement to complete~
execute and deliver to the City. the City's proposed fann of industrial district
agreement, with appropriate attachments as Exhibit "An and Exhibit liB," at
the earliest possible date.
This letter ofintent is given by our ,firm to the City of LaPorte at this time,
,. ,~witQ~the,reques~ that the q~ty of LaPorte n~1;~ip.~,~~e_o~~~~ lan,d~ ~r: _ _ _,I,,;:
...' , .:" ',:: ':~-'< :~...:~~~o~ Pr;o,9.!~,~i~..,Q~ ~~.~~~4.'~~~I~~..~~..9~w.,...tl~,,~~~rt!J..i~,.....:.. ,..;',.....~', .,'"".: ,.:.',!_-,
',. ' , reliance npon tbisletter, W),ll nohnclude our Srm s land l~ 1he proposed , ' '
, ' ' an.n~tiOD proceediJ:lgs~ ,: " ," '
Yours very truly,
AIR PRODUCTS, INCORPORATED
CQ~~~
C. ,P. Powell
Vice President-Taxes
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CURRENT NAME
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PREVIOUS NAME & DATE
Air Products & Chemicals - CO-2
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(Revised: 06/86)
NOTICE: THIS CONrRACT IS SUBJECT TO ARBITRATION
UNDER THE TEXAS GENERAL ARBITRATION ACT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES OF TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County, Texas,
hereinafter called "CITY", and
Air Products and Chemicals, Inc.
Delaware
, a
corporation, hereinafter called "COMPANY",
WIT N E SSE T 1-1: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attracting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interest of the City and its citizens: and
WHEREAS, Company is the owner of a certain tract(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
C. O'J.. fo.ci I; lj
;
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Industrial District Agreement - 2
upon which tract(s) Company has either constructed an industrial
plant(s) or contemplates the construc,tion of an industrial p1ant(s):
and
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in its extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area lo-
cated in its extraterritorial jurisdiction as the "Bayport Industrial
District of La Porte, Texas," hereinafter collectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas: and
WHEREAS, City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexa'tion Act and the Ordinances
of City referred to above" City and Company hereby agree with each
other as follows:
I.
Ci ty covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement. Subject to
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Industrial District Agreemen~ - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee that such industrial district,
to the extent that it covers said land lying within said District and
not now within the corporate limits of City, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and subdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c) attempting to exercise in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to institute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located within the corporate
limits of City.
II.
A portion of the hereinabove described prop~rty has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City. Company agrees to
render and pay full City ad valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas Legislature, Regular Session, 1979, as amended),
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Industrial District Agreement - 4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible per~onal property in the unannexed area for the purpose
of computing the "in lieu" payments hereunder. Therefore, the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area snaIl be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that in making such appraisal for "in lieu"
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land" improvements, and tangible personal pro-
perty.
Company also agrees to render to City and pay an amount "in lieu
of taxes" on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser: and
(2) 'l'hirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the appraised value
of same on January 1, 1986, resulting from new construction and
new acquisitions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser:
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
This Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter until December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act: provided, however, that in the event this Agreement
is not so extended for an additional period or periods of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the District shall terminate. In that event, City
shall have the right to commence immediate annexation proceedings as
to all of Company's property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Ar'ticle 970a (V.A.T.S.),
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligations on City in connection therewith after
the annexation of such land, Company will waive the right to require
Ci ty to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
with the provisions of said Texas Municipal Annexation Act as 'the
same existed January 1, 1980.
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an additional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land wi thin the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the' kind made herein are conducive to the
development of existing and future industry and are to ,the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
addi,tional periods permitted by law this Industrial District Agreement
upon request of Company or its assigns: provided, however, that
nothing herein contained shall be deemed to obligate ei,ther party
hereto to agree to an extension of this Agrement.
V.
Company agrees to pay all ad valorem taxes, and all "in lieu
January
of taxes" payments hereunder, to City on or before lllelremloer 31 of
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one 'hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreemen't shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisal District review and appeal procedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payments, and the amount of "in lieu of tax" payments
hereunder, except as otherwise provided in Articles II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
tax purposes set on its said properties by City or by the Harris
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Industrial District Agreement - 7
County Appraisal District for any year or years during the terms
hereof, nothing in this Agreement shall preclude such protest and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwithstanding such protest by Company, Company agrees to pay
to City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
May 15
filed by Company on or before M~~~~x81 of each year during the term
of this Agreement, with both the City and the Harris County Appraisal
District (as the case may be) for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as ,the result of other final conclusion of
the controversy, then wi thin thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the determination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
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Industrial District Agreement - 8
also submit to the City with such notice a written statement setting
forth what Company believes to be the market value of Company 's
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company I s property for "in lieu" purposes
hereunder. If, after the expiration of thirty (30) days from the
date the notice of disagreement was received by City, the parties
have not reached agreement as to sllch market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(1) of this Article VI(B). Notwithstanding any such disagreement by
Company, Company agrees to pay to Ci,ty on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus (b) the total amount of
the "in lieu" payments which would be due hereunder on the basis of
Company I s valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in lieu of taxes" thereon
for the last preceding year, whichever is higher.
(1) A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in 10
days, the parties will join in a written request that ,the Chief
Judge of the U. S. District Court for the Southern District of
Texas appoint the third arbitrator who, (~s the "Impartial
Arbitrator") shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair market
value of Company I s property for calculation of the "in lieu"
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issue including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall ,then be final and binding upon the parties,
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Industrial District Agreement - 9
subject only to judicial review as may be available under the
Texas General Arbitration Act (Articles 224-238, Vernonls Annot-
ated Revised Civil Statutes of Texas). Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceability of the Texas Property Code (S.B. 621, Acts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof: anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of II in lieu of taxes II
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and improvements which
Company petitions to be annexed in accordance with the'provisions of
Article II above. Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte. In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company's successors and a,ssigns,
affiliates and subsidiaries, and shall remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it wi thin the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
X.
If City enters into an Agreement with any other landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landOwner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreemen't: provided,
however, City reserves the right to enter into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favorable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreement or renewal thereof, than
that contained in Paragraph II, Subparagraph 3 (2) hereof. City may
extend more favorable terms to landowners covered by existing contracts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1,' 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
..
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Industrial District Agreement - 11
XI.
In the event anyone or more words, phrases, clauses, sentences,
paragraphs, sections, articles or other parts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, then the application,
invalidity or unconstitutionality of such words, phrase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products and Chemic~ls, Inc.
(COMPANY)
dfA ( tt Cvu~
Ass t Secretary
BY
Cc=B~
Name:
C. P. Powell
NamE':
A. M. Wharton
Title:
Vice President - Taxes
Address: P. O. Box 538
APPROVED BY COUNSEL:
Allentown, PA 18105
ATTORNEY FOR COMPANY
Name:
Address:
Telephone:
"
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Industrial District Agreement - 12
ATTEST:
~~~~
Cher~e Black,.... City Secretary
APPROVED BY COUNSEL:
II
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 1218
La Porte, Texas 77571
Telephone: (713) 471-1886
(Revised: 06/86)
CITY OF LA PORTE
BY
BY
CITY OF LA PORTE
Post Office Box 11~5
La Porte, Texas 77571
_:-a~. ", ----""_"..zo. ". .~;
"
. '
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EXHIBIT A
(1) 18.861 acres of land of the Strang Subdivision of,a ,part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from, Bruce Barkis and wife, Marie A. Barkis, dated April 6, 1967,
recorded in Volume 6720, page 179 of the Deed Records of said county;
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et al dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in Harris County,
Texas, descri bed indeed to Company from Da i sy ~'ae Hershberger, dated
18 March 1977, recorded in the Deed Record of Harris County, Texas,
County, Clerk's File Number FO 88954, .Film Code 161-18-0176.
(4) 5.52 acres of an original 7.19 acre parcel of land out of Lots 41 and 42
of the Strang Subdivision in the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
Nalta 'Chapman, dated 18 March 1977, recorded ,in the Deed Record of
Harris County, Texas, County Clerk's File Number F 088269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from The A-B Chemical Corporation, dated 5 May 1978, recorded
in the Deed Record of Har.ris County, Texas, County Clerk's File Number
F 599060, Film Code 195-04-0618.
(6) Land leased to Air Products and Ch~micals, Inc. from Diamond Shamrock
Corporation. One (l)'acre .of land of the Arthur ~lcCormick Survey Abstract
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 May 1970, recorded in the Deed Records of Harris County,
Texas, County Clerk's File No. D 605635, F-ilm Code 145-26-2538 and a
75.57 acre tract conveyed 'to Diamond Shamrock Corporation by Phillips
Petroleum Company by deed dated 30 September 1970.
CURRENT NAME
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PREVIOUS NAME & DATE
Air Products & Chemicals - H2
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1,'- -, ,.. "I ";,...'T'\l
j'" .,' ;,.~ ': I ~~.
}ml b itE.1l::
(Revised: 06/86)
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION
UNDER 'rHE TEXAS GENERAL ARBITRATION ACT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES OF TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and en'tered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County, Texas,
hereinafter called "CITY" , and
Air Products and Chemicals. Inc.
Delaware
, a
corporation, hereinafter called "COMPANY",
WIT N E SSE T H: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attracting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interest of the City and its citizens: and
WHEREAS, Company is the owner of a certain tract(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
~,~,F.
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Industrial District Agreement - 2
upon which tract(s) Company has either constructed an industrial
plant(s) or contemplates the construction of an industrial plant(s):
and
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in its extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area lo-
cated in its extraterritorial jurisdiction as the "Bayport Industrial
District of La Porte, Texas," hereinafter collectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas; and
WHEREAS , City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexation Act and the Ordinances
of City referred to above, City and Company hereby agree with each
other as follows:
I.
Ci ty covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement.
Subject to
,
"
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Industrial District Agreement - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee that such industrial district,
to the extent that it covers said land lying within said District and
not now wi thin the corporate limits of Ci ty, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and sUbdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c )
attempting to exercis!i! in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to institute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located within the corporate
limits of City.
II.
A portion of the hereinabove described property has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City.
Company agrees to
render and pay full City ad' valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas Legislature, Regular Session, 1979, as amended),
"
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Industrial District Agreement - 4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible personal property in the unannexed area for the purpose
of computing the "in lieu" payments hereunder. Therefore, the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area shall be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that, in making such appraisal for "in lieu"
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land, improvements, and tangible personal pro-
perty.
Company also agrees to render to City and'pay an amount "in lieu
of taxes" on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser: and
(2) Thirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the 'appraised value
of same on January 1, 1986, resulting from new construction and
new acquisi,tions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser:
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
This Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter u~til December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act: provided, however, that in the event this Agreement
is not so extended for an additional period or periods, of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the Distric,t shall terminate. In that event, City
shall have the right to commence immediate annexation proceedings as
to all of Company' s property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Article 970a (V.A,T.S.),
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligatibns on City in connection therewith after
the annexation of such land, Company will waive the right to require
City to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
wi th the provisions of said Texas Municipal Annexation Act as the
same existed January 1, 1980.
-1
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an additional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the kind made herein are conducive to the
development of existing and future industry and are to ,the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
additional periods permitted by law this Industrial District Agreement
upon request
of Company or
,
its assigns;
provided,
however,
that
nothing herein contained shall be deemed to obligate either party
hereto to agree to an extension of this Agrement.
V.
Company agrees to pay all ad valorem taxes, and all II in lieu
of taxes II payments hereunder, to City on or before ~ 31 of
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreement shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisal District review and appeal pr.ocedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payme'nts, and the amount of II in lieu of tax II payments
hereunder, except as otherwise provided in Articles II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
tax purposes set on its said properties by City or by the Harris
...
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Industrial District Agreement - 7
County Appraisal District for any year or years during the terms
hereof, nothing in this Agreement shall preclude such pro'test and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwithstanding such protest by Company, Company agrees to pay
to City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
May 1 5
filed by Company on or before ~~~x~~ of each year during the term
of this Agreement, with both the City and the Harris County Appraisal
District (as the case may be), for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined, either as the result of final juqgment of a court of
competent jurisdiction or as the result of other final conclusion of
the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the determination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
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Industrial District Agreement - 8
also submit to the City with such notice a written statement setting
forth what Company believes to be the market value of Company 's
hereinabove described property. Both parties agree to ~1ereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company I s property for "in lieu" purposes
hereunder. If, after the expiration of thirty (30) days from the
da te the notice of disagreement was received by City, the parties
have not reached agreement as to such market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(l) of this Article VI (B) . Notwi,thstanding any such disagreement by
Company, Company agrees to pay to City on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus (b) the total amount of
the "in lieu" payments which would be due hereunder on the basis of
Company I s valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in lieu of taxes" thereon
for the last preceding year, whichever is higher.
(1) A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in 10
days, the parties will join in a written request that the Chief
Judge of the U. S. District Court ,for the Southern District of
Texas appoint the third arbitrator who, (as the "Impartial
Arbitrator") shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair market
value of Company I s property for calculation of the "in lieu"
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issue including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall then be final and binding upon the parties,
..
"
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Industrial District Agreement - 9
subject only to judicial review as may be available under the
Texas General Arbitration Act (Articles 224-238, Vernonls Annot-
ated Revised Civil Statutes of Texas).
Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceability of the Texas Property Code (S.B. 621, Acts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof; anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of "in lieu of taxes II
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and improvements which
Company petitions to be annexed in accordance with the'provisions of
Article I I above.
Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte.
In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company I s successors and ass igns,
affiliates and subsidiaries, and shall remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it within the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
X.
If City enters into an Agreement with any other landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreernen'ts after the effective date
hereof and while this Agreement is in, effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement: provided,
however, City reserves the right to enter into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favorable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreemen't or renewal thereof, than
that contained in Paragraph' II, Subparagraph 3 (2) hereof. City may
extend more favorable terms to landowners covered by existing contracts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1, 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
.,
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Industrial District Agreement - 11
XI.
I n the event anyone or more words, phrases, clauses, sen'tences,
paragraphs, sections, articles or other parts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, then the application,
invalidity or unconstitutionality of such words, phrase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products and Chemicals, Inc.
(COMPANY)
(d1t t Ctf t{/l1>t-
Asst. Secr.etary
BY
Q~~
Name:
c. P . Powell
Name:
.'1.. M. Wharton
Title:
Vice President - Taxes
Address:
P. O. Box 538
Allentown, PA 18105
APPROVED BY COUNSEL:
ATTORNEY FOR COMPANY
Name:
Address:
Telephone:
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Industrial District Agreement - 12
ATTEST:
~~
Cher1e Black, City Secretary
APPROVED BY COUNSEL:
IZwt.tJ
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 121B
La Porte, Texas 77571
Telephone: (713) 471-1BB6
(Revised: 06/B6)
CITY OF LA PORTE
BY
BY
CITY OF LA PORTE
Post Office Box 1115
La Porte, Texas 77571
Manager
4 .
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EXHIBIT A
(1) 18.861 acres of land of the Strang Subdivision of ' a ,part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Bruce Barkis and wife, Marie A. Sarkis, dated April 6, 1967,
recorded' in Volume 6720, page 179 of the Deed Records of said county;
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et al,dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in "'arris County,
Texas, described in deed to Company from Daisy Mae Hershberger, dated
18 March 1977, recorded in the Deed Record of Harris County, Texas,
County, Clerk's File Number FO 88954, ,Film Code 161-18-0176.
(4) 5.52 acres of an original 7.19 acre parcel of land out of Lots 41 and 42
of the Strang Subdivision in the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
Nalta 'Chapman, dated 18 March 1977, recorded ,in the Deed Record of
Harri s County, Texas, County Cl erk' s File Number F 088269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from The A-B Chemical Corporation, dated 5 May 1978, recorded
in the Deed Record of Harris County, Texas, County Clerk's File Number
F 599060, Film Code 195-04-0618.
(6) Land leased to Air Products and Chemicals, Inc. from Diamond Shamrock
Corporation. One (1), acre of land of the Arthur r1cCormick Survey Abstract
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 t~ay 1970, recorded in the Deed Records of Harris County,
Texas, County Clerk's File No. 0 605635, Film Code 145-26-2538 and a
. . :.. .
75.57 acre tract conveyed to Diamond Shamrock Corporation by Phillips
Petroleum Company by deed dated 30 September 1970.
CURRENT NAME
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PREVIOUS NAME & DATE
Air Products & Chemicals - HYCO
'..';
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FILE
(Revised: 06/86)
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION
UNDER THE TEXAS GENERAL ARBITRATION ACT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES Or TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County" Texas,
hereinafter called "CITY", and
Air Products Manufacturing
Corporation
, a
Delaware
corporation, hereinafter called "COMPANY",
WIT N E SSE T H: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attracting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interest of the City and its citizens ~ and
WHEREAS, Company is the owner of a certain trapt(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
Hyeo
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Industrial District Agreement - 2
upon which tract(s) Company has either constructed an industrial
plant(s) or contemplates the construction of an industrial plant(s):
and
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in its extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area 10-
cated in its extraterritorial jurisdiction as the "Bayport Industrial
District of La Porte, Texas," hereinafter collectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas: and
WHEREAS , City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexation Act and the Ordinances
of City referred to above, City and Company hereby agree with each
other as follows:
1.
Ci ty covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement.
Subject to
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Industrial District Agreement - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee that such industrial district,
to the extent that it covers said land lying within said District and
not now within the corporate limits of City, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and subdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c) attempting to exercise in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to insti,tute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located within the corporate
limits of City.
II.
A portion of the hereinabove described property has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City. Company agrees to
render and pay full City ad valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas Legislature, Regular Session, 1979, as amended),
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Industrial District Agreement - 4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible personal property in the unannexed area for the purpose
of computing the "in lieu" payments hereunder. Therefore, 'the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area shall be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that in making such appraisal for "in lieu"
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land, improvements, and tangible personal pro-
perty.
Company also agrees to render to City and pay an amount "in lieu
of taxes" on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser; and
(2) Thirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the 'appraised value
of same on January 1, 1986, resulting from new construction and
new acquisitions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser:
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
'rhis Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter until December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act: provided, however, that in the event this Agreement
is not so extended for an additional period or periods, of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the District shall terminate. In that event, City
shall have the right to commence immediate annexation proceedings as
to all of Company I s property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Article 970a (V. A. T. S. ),
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligations on City in connection therewith after
the annexation of such land, Company will waive the right to require
City to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
with the provisions of said Texas Municipal Annexa'tion Act as the
same existed January 1, 1980.
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an additional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the kind made herein are conducive to the
development of existing and future industry and are to ,the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
additional periods permitted by law this Industrial District Agreement
upon request of Company or its assigns; provided, however, that
nothing herein contained shall be deemed to obligate either party
hereto to agree to an extension of this Agrement.
v.
Company agrees to pay all ad valorem 'taxes, and all "in lieu
January
of taxes" payments hereunder, to City on or before lIJI~UUh'A1UU~ 31 of
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreement shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisal District review and appeal pr,ocedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payments, and the amount of "in lieu of tax" payments
hereunder, except as otherwise provided in Articles II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
ta,x purposes set on its said properties by City or by the Harris
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Industrial District Agreement - 7
County Appraisal ~istrict for any year or years during the terms
hereof, nothing in this Agreement shall preclude sllch protest and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwi,thstanding such protest by Company, Company agrees to pay
to City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
May 15
filed by Company on or before ~~ahxll of each year during the term
of this Agreement, with both the City and the Harris County Appraisal
District (as the case may be) for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined , either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion of
the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the determination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
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Industrial District Agreement - 8
also submit to the City wi,th such notice a written statement setting
forth what Company believes to be the market value of Company IS
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company I s property for II in lieu II purposes
hereunder. If, after the expiration of thirty (30) days from the
date the notice of disagreement was received by City, the parties
have not reached agreement as to such market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(1) of this Article VI(B). Notwithstanding any such disagreement by
Company, Company agrees to pay to City on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus (b) the total amount of
the II in lieu II payments which would be due hereunder on the basis of
Company I s valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in' lieu of taxes" thereon
for the last preceding year, whichever is higher.
(1) A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in 10
days, the parties will join in a written request that the Chief
Judge of the u. S. District Court for the Southern District of
Texas appoint ,the third arbitrator who, (as the IIImpartial
Arbitratorll) shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair market
value of Company's property for calculation of the II in lieu II
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issu~ including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall then be final and binding upon the parties,
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Industrial District Agreement - 9
subject only to judicial review as may be available under the
Texas General Arbitration Act (Articles 224-238, Vernonls Annot-
ated Revised Civil Statutes of Texas). Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceability of the Texas Property Code (S.B. 621, Ac,ts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof: anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of .. in lieu of taxes"
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and impro'vements which
Company petitions to be annexed in accordance with the 'provisions of
Article II above. Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte. In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company I s successors and ass igns,
affiliates and sUbsidiaries, and shall remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it within the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
X.
If City enters into an Agreement with any other landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement: provided,
however, City reserves the right to enter into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favorable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreement or renewal thereof, than
that contained in Paragraph I I, Subparagraph 3 (2) hereof. Ci ty may
extend more favorable terms to landowners covered by existing contracts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1, 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
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Industrial District Agreement - 11
XI.
In the event anyone or more words, phrases, clauses, sentences,
paragraphs, sections, articles or other par'ts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, then the application,
invalidity or unconstitutionality of such words, phrase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products Manufacturing Corporation
(COMPANY) ,
___-'Jd{ t{t~A
SE'!cretary
BY
cCB~
Asst.
Name:
C. P. Powell
Name: A. M. Wharton
Title:
Vice President - Taxes
Address:
P.o., Box 538
Allentown, PA 18105
APPROVED BY COUNSEL:
ATTORNEY FOR COMPANY
Name:
Address:
Telephone:
, .
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Industrial District Agreement - 12
ATTEST:
~~
Cherie Black, City Secretary
APPROVED BY COUNSEL:
~/Jj.
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 1218
La Porte, Texas 77571
Telephone: (713) 471-1886
(Revised: 06/86)
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CITY OF LA PORTE
BY
BY
CITY OF LA PORTE
Post Office Box 1115
La Porte, Texas 77571
Manager
., .
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EXHIBIT A
(1) 18.861 acres of land of the Strang Subdivision of , a ,part of the Enoch
Brinson Survey in Harris County, Texas"described in deed to Company
, from, Bruce Barkis and wife, Marie A. Barkis, dated April 6, 1967,
,recorded in Volume 6720, page 179 of the Deed Records of said countYi
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et al,dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in Harris County,
Texas, descri bed indeed to Company from Da i sy ~1ae Hershberger, da ted
18 March 1977, recorded in the Deed Record of Harris COunty, Texas,
County, Clerk's File Number FO 88954, ,Film Code 161-18-0176.
(4) 5.52 acres of an original ,7.19 acr.e parcel of land out of Lots 41 and 42
of the Strang Subdivision in the Enoch Brinson Survey 'in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
Nalta Chapman, dated 18 March 1977, recorded ,in the Deed Record of
Harris County, Texas, County Clerk's File Number F 088269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from, The,A-B Chemical Corporation. dated 5 May 1978, recorded
in the Deed Record of Harris County, Texas, County Clerk's File Number
F 599060, Film Code '195-04-0618.
(6) Land leased to Air' Products and Ch~micals, Inc. from Diamond Shamrock
Corpora t i on. One (1) acre of 1 and of the Arthur ~1cCormi ck Survey Abs trac t
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 May 1970, recorded in the Deed Records of Harris County,
Texas, County Clerk's File No. 0 605635, F-ilm Code 145-26-2538 and a
75.57 acre tract conveyed to Oi amond Shamrock Corporation by Phi 11 ips
Petroleum Company by deed dated 30 September 1970.
CURRENT NAME
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PREVIOUS NAME & DATE
Air Products & Chemicals - N-2
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(Revised: 06/86)
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION
UNDER 'rHE TEXAS GENERAL ARBITRATION ACT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES OF TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County, Texas,
hereinafter called "CITY", and
Air Products and Chemicals, Inc.
, a
Delaware
corporation, hereinafter called "COMPANY",
WIT N E SSE T H: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attracting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interest of the City and its citizens: and
WHEREAS, Company is the owner of a certain tract(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
N L BR~\l- u.p
.
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Industrial District Agreement - 2
upon which tract(s) Company has either constructed an industrial
plant(s) or contemplates the construction of an industrial plant(s)~
and
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in its extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area lo-
cated in its extraterritorial jurisdiction as the "Bayport Inqustrial
District of La Porte, Texas," hereinafter ~ollectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas~ and
WHEREAS, City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexation Act and the Ordinances
of City referred to above, City and Company hereby agree with each
other as follows:
1.
City covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement. Subject to
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Industrial District Agreement - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee that sllch industrial district,
to the extent that it covers said land lying within said District and
not now within the corporate limits of City, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to ,the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and subdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c) attempting to exercise in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to institute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located within the corporate
limits of City.
II.
A portion of the hereinabove described property has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City. Company agrees to
render and pay full City ad valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of ele,Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas Legislature, Regular Session, 1979, as amended),
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Industrial District Agreement - 4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible personal property in the unannexed area for the purpose
of computing the "in lieu" payments hereunder. Therefore, the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area shall be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that in making such appraisal for "in lieu"
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land, improvements, and tangible personal pro-
perty.
Company also agrees to render to City and pay an amount "in lieu
of taxes" on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser: and
(2) Thirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the 'appraised value
of same on January 1, 1986, resulting from new construction and
new acquisitions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser:
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
This Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter until December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act: provided, however, ,that in the event this Agreement
is not so extended for an additional period or periods of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the District shall terminate. In that event, City
shall have the right to commence ilrnnediate annexation proceedings as
to all of Company I s property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Article 970a (V.A.T.S.),
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligations on City in connection therewith after
the annexation of such land, Company will waive the right to require
City to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
wi th the provisions of said Texas Municipal Annexation Act as the
same existed January 1, 1980.
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an addi,tional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the kind made herein are conducive to the
development of existing and future industry and are to the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
additional periods permitted by law this Industrial District Agreement
upon request of Company or its assigns: provided, however, that
nothing herein contained shall be deemed to obligate either party
hereto to agree to an extension of this Agrement.
V.
Company agrees to pay all
ad valorem taxes, and all "in lieu
January
to City on or before I/lIlU~IUQ}l)Ie:r 31 of
of taxes" payments hereunder,
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreement shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisal District review and appeal p~ocedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payments, and the amount of "in lieu of tax" payments
hereunder, except as otherwise provided in Articles II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
tax purposes set on its said proper-ties by City or by the Harris
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Industrial District Agreement - 7
County Appraisal District for any year or years during the terms
hereof, nothing in this Agreement shall preclude such protest and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwithstanding such protest by Company, Company agrees to pay
to City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem taxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
May 15
filed by Company on or before M~x~ftxii of each year during the term
of this Agreement, with both the City and the Harris County Appraisal
District (as the case may be) for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion of
the controversy, then within thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable PE7nal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the de'termination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
"
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Industrial District Agreement - 8
also submit to the City with such notice a written statement setting
forth what Company believes to be the market value of Company 's
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company I s property for "in lieu" purposes
hereunder. If, after the expiration of thirty (30) days from the
da te the notice of disagreement was received by City, the parties
have not reached agreement as to such market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(I) of this Article VI{B). Notwithstanding any such disagreement by
Company, Company agrees to pay tQ City on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus '(b) the total amount of
the "in lieu" payments which would be due hereunder on the basis of
Company I s valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in lieu of taxes" thereon
for the last preceding year, whichever is higher.
(I) A Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in 10
days, the parties will join in a written request that the Chief
Judge of the U. S. District Court for the Southern District of
Texas appoint the third arbitrator who, ('as the "Impartial
Arbitrator") shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the par-ties as to the fair market
value of Company I s property for calculation of the "in lieu"
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issue including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall then be final and binding upon the parties,
"
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Industrial District Agreement - 9
subject only to judicial review as may be ayailable under the
Texas General Arbitration Act (Articles 224-238, Vernonls Annot-
ated Revised Civil Statutes of Texas). Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceability of the Texas Property Code (S.B. 621, Acts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof: anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of "in lieu of taxes II
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and improvements which
Company petitions to be annexed in accordance with the'provisions of
Article II above. Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte. In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company I s successors and assigns,
affiliates and subsidiaries, and shall remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it within the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
x.
If City enters into an Agreement with any o,ther landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement; provided,
however, City reserves the right to enter, into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favbrable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreement or renewal thereof, than
that contained in Paragraph II, Subparagraph 3 (2) hereof. City may
extend more favorable terms to landowners covered by existing contracts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1, 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
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Industrial District Agreement - 11
XI.
In the event anyone or more words, phrases, clauses, sentences,
paragraphs, sections, articles or other parts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional, for any reason, then the application,
invalidity or unconstitutionality of such words, phrase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products and Chemicals, Inc.
(COMPANY)
/1
(;"1/;11 {'U~a~,
Asst.Secretary
BY
cG:3~
C. P. Powell
Name:
Name:
A. M, Wharton
Title:
Vice President - Taxes
Address:
P. O. Box 538
APPROVED BY COUNSEL:
Allentown, PA 18105
ATTORNEY FOR COMPANY
Name:
Address:
Telephone:
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Industrial District Agreement - 12
ATTEs'r:
~~
Cherie Black, City Secretary
APPROVED BY CO~
~vJ '
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 1218
La Porte, Texas 77571
Telephone: (713) 471-1886
(Revised: 06/86)
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CITY OF LA PORTE
BY
BY
Manager
CITY OF LA PORTE
Post Office Box 1115
La Porte, Texas 77571
or
. .'
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.
EXH IBIl A
(1) 18.861 acres of land of the Strang Subdivision of,a part of the Enoch
Brinson Survey in Harris County, Texas"described in deed to Company
from Bruce Barkis and wife, Marie A. Barkis, dated April 6, 1967,
recorded in Volume 6720, page 179 of the Deed Records of said county;
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et a1,dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in Harris County,
Texas, descri bed indeed to Company from Da i sy t1ae Hershberger, da ted
18 March 1977, recorded in the Deed Record of Harris County, Texas,
County, Clerk's File Number FO 88954, ,Film Code 161-18-0176.
(4) 5.52 acres of an original ,7.19 acre parcel of land out of Lots'41 and 42
of the Strang Subdivision in the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
NaltaChapman, dated 18 March 1977, recorded ,in the Deed Record of
Harris County, Texas, County Clerk's File Number F 088269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from The A-B Chemical Corporation, dated 5 May 1978, recorded
in the Deed Record of Har.ris County, Texas. County Clerk's File Number
F 599060, Film Code 195-04-0618.
(6) Land leased to Air Products and Ch~mica1s, Inc. from Diamond Shamrock
Corpora t i on. One (-l) acre of 1 and of the Arthur t1cCormi ck Survey Abs tract
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 May 1970, ,recorded in the Deed Records of H~rris County,
Texas, County Clerk's File No. D 605635, F-ilm Code 145-26-2538 and a
75.57 acre tract conveyed to Diamond Shamrock Corporation by Phillips
Petroleum Company by deed dated 30 September 1970.
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CURRENT NAME
PREVIOUS NAME & DATE
Air Products & Chemicals - Syngas
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(Revised: 06/86)
NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION
UNDER THE TEXAS GENERAL,ARBITRATION ~CT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES OF TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County, Texas,
hereinafter called "CITY", and
Corporation
Air Products Manufacturing
Delaware
, a
corporation, hereinafter called "COMPANY",
WIT N E SSE T H: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attrac,ting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interes't of the City and its citizens: and
WHEREAS, Company is the owner of a certain tract(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
.:5 'j 1\ ~ Q"$"
,.
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Industrial District Agreement - 2
upon which
plant(s) or
and
tract(s) Company has either constructed an industrial
contemplates the construction of an industrial plant(s);
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in i,ts extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area lo-
cated in its extraterritorial jurisdiction as the "Bayport Industrial
District of La Porte, Texas," hereinaf,ter collectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas; and
WHEREAS, City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexation Act and the Ordinances
of City referred to above, City and Company hereby agree with each
other as follows:
1.
Ci ty covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement. Subject to
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Industrial District Agreement - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee ,that such industrial district,
to the extent that it covers said land lying within said District and
not now within the corporate limits of City, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and subdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c) attempting to exercise in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to institute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located within the corporate
limits of City.
II.
A portion of the hereinabove described property has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City. Company agrees to
rend~r and pay full City ad valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas LegiSlature, Regular Session, 1979, as amended),
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Industrial District Agreement -,4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible personal property in the unannexed area for the purpose
of computing the II in lieu II payments hereunder. Therefore, the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area shall be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that in making such appraisal for "in lieu II
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land, improvements, and tangible personal pro-
perty.
Company also agrees to render to City and pay an amount "in lieu
of taxes II on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser; and
(2) Thirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the appraised value
of same on January 1, 1986, resulting from new construction and
new acquisitions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser~
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
This Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter until December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act~ provided, however, that in the event this Agreement
is not so extended for an additional period or periods of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the District shall terminate. In that event, City
shall have the right to commence immediate annexa'tion proceedings as
to all of Company's property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Article 970a (v. A. T. S. ) ,
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligations on City in connection ,therewith after
the annexation of such land, Company will waive the right to require
City to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
with the provisions of said Texas Municipal Annexation Act as the
same existed January 1, 1980.
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an additional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the kind made herein are conducive to the
development of existing and future industry and are to ,the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
additional periods permitted by law this Industrial District Agreement
upon request of Company or its assigns ~ provided, however, that
nothing herein contained shall be deemed to obligate either party
hereto to agree to an extension of this Agrement.
V.
Company agrees to pay all ad valorem taxes, and all "in lieu
January
of taxes" payments hereunder, to City on or before IlUUUtmlUtk 31 of
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreement shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisal District review and appeal procedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payments, and the amount of "in lieu of tax" payments
hereunder, except as otherwise provided in Articles II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
tax purposes set on its said properties by City or by the Harris
.
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Industrial District Agreement - 7
County Appraisal District for any year or years during the terms
hereof, nothing in this Agreement shall preclude such protest and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwithstanding such protest by Company, Company agrees to pay
to City on or before the date therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem 'taxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
filed by Company on or before ~~i~~~~~ of each year during the term
of this Agreement, with both the City and the Harris County Appraisal
District (as the case may be)' for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion of
the controversy, then wi thin thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the determination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
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Industrial District Agreement - B
also submit to the City with such notice a written statement setting
forth what Company believes to be the market value of Company 's
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company I s property for "in lieu" purposes
hereunder. If, after the expiration of ,thirty (30) days from the
date the notice of disagreement was received by City, the parties
have not reached agreement as to such market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(1) of this Article VI(B). Notwithstanding any such disagreement by
Company, Company agrees to pay to City on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus (b) the total amount of
the "in lieu" payments which would be due hereunder on the basis of
Company I s valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in lieu of taxes" thereon
for the last preceding year, whichever is higher.
(I) ^ Board of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in 10
days, the parties will join in a written request that the Chief
Judge of the U. S. District Court for the Southern District of
Texas appoint the third arbitrator who, (as the "Impartial
Arbitrator") shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair market
value of Company I s property for calculation of the "in lieu"
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issue including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall then be final and binding upon the parties,
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Industrial District Agreement - 9
subject only to judicial review as may be available under the
Texas General Arbitration Act (Articles 224-238, Vernon's Annot-
ated Revised Civil Statutes of Texas). Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceabili ty of the Texas Property Code (S. B. 621, Ac,ts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof; anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of II in lieu of taxes II
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and improvements which
Company petitions to be ,annexed in accordance with the,provisions of
Article II above. Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte. In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company's successors and assigns,
affiliates and sUbsidiaries, and shail remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it within the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
x.
If City enters into an Agreement with any other landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, which contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement: provided,
however, City reserves the right to enter into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favorable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreement or renewal, thereof, than
that contained in Paragraph 'II, Subparagraph 3 (2) hereof. City may
extend more favorable terms to landowners covered by existing contrac'ts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1, 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
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Industrial District Agreement - 11
XI.
In the event anyone or more words, phrases, clauses, sentences,
paragraphs, sections, articles or other parts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, then the application,
invalidity or unconstitutionality of such words, phrase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products Manufacturing Corporation
(COMPANY)
diM alA avL
Asst. Secr.etary
BY
~c=B~
Name:
c. P. Powell
Name:
A. M. Wharton'
Title:
Vice President - Taxes
Address:
P. O. Box 538
Allentown, PA 18105
rlPPROVED BY COUNSEL:
ATTORNEY FOR COMPANY
Name:
Address:
Telephone :
, ,
. .
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Industrial District Agreement - 12
ATTEST:
~~
Cherie Black, City Secretary
APPROVED BY COUNSEL:
~uJ.
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 1218
La Porte, Texas 77571
Telephone: (713) 471-1886
(Revised: 06/86)
CITY OF LA PORTE
BY
BY
CITY OF LA PORTE
Post Office Box 1115
La Porte, Texas 77571
Manager
, .
, ,.
, ,
.
.
EXHIBIT A
(1) 18.861 acres of land of the Strang Subdivision of , a part of the Enoch
Brinson Survey in Harris County, Texas"described in deed to Company
from Bruce Barkis and wife, Marie A. Barkis, dated April 6, 1967,
recorded in Volume 6720, page i79 of the Deed Records of said county;
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et al dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Daisy ~1ae Hershberger, dated
18 March 1977, recorded in the Deed ReGord of Harris County, Texas,
County, Clerk's File Number FO 88954" ,Film Code 161-18-0176.
(4) 5.52 acres of an original 7.19 acr.e parcel of land out of Lots 41 and 42
of the Strang Subdivision in the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
Na1ta 'Chapman, dated 18 March 1977, recorded ,in the Deed Record of
Harris County, Texas, County Clerk's File Number F 088269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from The A-B Chemical Corporation, dated 5 May 1978, recorded
in the Deed Record of Harris County, Texas, County Clerk's File Number
F 599060, Film Code 195-04-0618,
(6) Land leased to Air Products and Ch~m;cals, Inc. from Diamond Shamrock
Corporation. One (1), acr~ of land of the Arthur t1cCorm;ck Survey Abstract
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 May 1970, recorded in the Deed Records of Harris County,
Texas, County Clerk's File No. D 605635, F-ilm Code 145-26-2538 and a
75.57 acre tract conveyed to Di amond Shamrock Corpora t i on by Phi 11 ips
Petroleum Company by deed dated 30 September 1970.
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e
CURRENT NAME
PREVIOUS NAME & DATE
Air Products & Chemicals - Trans
.
,
"
l;';"". ~; I,i :,," ,
In ~ Wt.:"~i: J! i~."fr~".'"
(Revised: 06/86)
NOTICE: THIS CON'rRACT IS SUBJECT TO ARBITRATION
UNDER THE TEXAS GENERAL ARBITRATION ACT, ARTICLE
224, ET. SEQ., REVISED CIVIL STATUTES OF TEXAS
THE STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
~
CITY OF LA PORTE ~
INDUSTRIAL DISTRICT AGREEMENT
This AGREEMENT made and entered into by and between the CITY OF
LA PORTE, TEXAS, a municipal corporation of Harris County, Texas,
hereinafter called "CITY", and
Air Products and Chemicals, Inc.
, a
Delaware
corporation, hereinafter called "COMPANY",
WIT N E SSE T H: That
WHEREAS, it is the established policy of the City Council of the
City of La Porte, Texas, to adopt such reasonable measures from time
to time as are permitted by law and which will tend to enhance the
economic stability and growth of the City and its environs by attracting
the location of new and the expansion of existing industries therein,
and such policy is hereby reaffirmed and adopted by this City Council
as being in the best interest of the City and its ci tizens ~ and
WHEREAS, Company is the owner of a certain tract(s) of land more
particularly described in the Deed Records of Harris County, Texas,
in the following Volume and Page references, to-wit:
Exhibit A
l' r{}..n5...+ Ui 5+'
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Industrial District Agreement - 2
upon which tract(s) Company has either constructed an industrial
plant(s) or contemplates the construction of an industrial plant(s);
and
WHEREAS, pursuant to its policy, City has enacted Ordinance No.
729, designating portions of the area located in its extraterritorial
jurisdiction as the "Battleground Industrial District of La Porte,
Texas," and Ordinance No. 842, designating portions of the area lo-
cated in its extraterritorial jurisdiction as the "Bayport Industrial
District of La Porte, Texas," hereinafter collectively called "Dis-
trict," such Ordinances being in compliance with the Municipal Annex-
ation Act of Texas, Article 970a, Vernons Annotated Revised Civil
Statutes of Texas; and
WHEREAS, City desires to encourage the expansion and growth of
industrial plants within said Districts and for such purpose desires
to enter into this Agreement with Company pursuant to Resolution
adopted by the City Council of said City and recorded in the official
minutes of said City:
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties contained herein and pursuant to the
authority granted under the Municipal Annexation Act and the Ordinances
of City referred to above, City and Company hereby agree with each
other as follows:
1.
Ci ty covenants, agrees and guarantees that during the term of
this Agreement, provided below, and subject to the terms and provisions
of this Agreement, said District shall continue and retain its
extraterritorial status as an industrial district, at least to the
extent that the same covers the land described above and belonging to
Company and its assigns, and unless and until the status of said
land, or a portion or portions thereof, as an industrial district may
be changed pursuant to the terms of this Agreement. Subject to
..
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Industrial District Agreement - 3
the foregoing and to the later provisions of this Agrement, City does
further covenant, agree and guarantee that such industrial district,
to the extent that it covers said land lying within said District and
not now within the corporate limits of City, or to be annexed under
the provisions of Article II hereof, shall be immune from annexation
by City during the term hereof (except as hereinafter provided) and
shall have no right to have extended to it any services by City, and
that all of said land, including that which has been heretofore or
which may be annexed pursuant to the later provisions 'of this
Agreement, shall not have extended to it by ordinance any rules and
regulations (a) governing plats and subdivisions of land, (b) prescri-
bing any building, electrical, plumbing or inspection code or codes,
or (c) attempting to exercise in any manner whatever control over
the conduct of business thereon: provided, however, it is agreed
that City shall have the right to institute or intervene in any
judicial proceeding authorized by the Texas Water Code or the Texas
Clean Air Act to the same extent and to the same intent and effect as
if all land covered by this Agreement were located w,ithin the corporate
limits of City.
II.
A portion of the hereinabove described property has heretofore
been annexed by City. Company has filed with City, coincident with
the execution hereof, its petition to City to annex an additional
portion of the hereinabove described property, to the end that twenty-
five percent (25%) of the total value of the land and improvements
hereinabove described shall be annexed to City. Company agrees to
render and pay full City ad, valorem taxes on such annexed land and
improvements, and tangible personal property.
Under the terms of the Texas Property Tax Code (S.B. 621, Acts
of the 65th Texas Legislature, Regular Session, 1979, as amended),
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Industrial District Agreement - 4
the appraised value for tax purposes of the annexed portion of land,
improvements, and tangible personal property shall be determined by
the Harris County Appraisal District. The parties hereto recognize
that said District has no authority to appraise the land, improvements,
and tangible personal property in the unannexed area for the purpose
of computing the "in lieu" payments hereunder. Therefore, the parties
agree that the appraisal of the land, improvements, and tangible
personal property in the unannexed area shall be conducted by City,
at City's expense, by an independent appraiser of City's selection.
The parties recognize that ,in making such appraisal for "in lieu"
payment purposes, such appraiser must of necessity appraise the entire
(annexed and unannexed) land, improvements, and tangible personal
property. Company agrees to render and pay full City ad valorem
taxes on such annexed land, improvements, and tangible personal pro-
perty.
Company also agrees to render to City and pay an amount "in lieu
of taxes" on company's land, improvements, and tangible personal
property in the unannexed area equal to the sum of:
(1) Fifty percent (50%) of the amount of ad valorem taxes which
would be payable to City if all of the hereinabove described
property which existed on January 1, 1986, had been within the
corporate limits of City and appraised each year by City's
independent appraiser: and
(2) Thirty percent (30%) of the amount of ad valorem taxes which
would be payable to City on any increase in value of the
hereinabove described property, in excess of the 'appraised value
of same on January 1, 1986, resulting from new construction arid
new acquisitions of tangible personal property, (exclusive of
Construction in Progress, which shall be exempt from taxation),
if all of said new construction and acquisitions had been within
the corporate limits of City and appraised by City's independent
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Industrial District Agreement - 5
appraiser:
with the sum of (1) and (2) reduced by the amount of City's ad valorem
taxes on the annexed portion thereof as determined by appraisal by
the Harris County Appraisal District.
Nothing herein contained shall ever be construed as in derogation
of the authority of the Harris County Appraisal District to establish
the appraised value of land, improvements, and tangible personal
property in the annexed portion, for ad valorem tax purposes.
III.
This Agreement shall extend for a period beginning on the 1st
day of January, 1987, and continue thereafter unti 1 December 31, 1993,
unless extended for an additional period or periods of time upon
mutual consent of Company and City as provided by the Municipal
Annexation Act: provided, however, that in the event this Agreement
is not so extended for an additional period or periods of time On
or before August 31, 1993, the agreement of City not to annex property
of Company within the District shall terminate. In that event, City
shall have the right to commence immediate annexation proceedings as
to all of Company's property covered by this Agreement, notwithstanding
any of the terms and provisions of this agrement, and in such event
Company agrees that if the Texas Municipal Act, Article 970a (V.A.T.S.),
as amended after January 1, 1980, or any new legislation is thereafter
enacted by the Legislature of the State of Texas which imposes greater
restrictions on the right of City to annex land belonging to Company
or imposes further obligations on City in connection therewith after
the annexation of such land., Company will waive the right to require
Ci ty to comply with any such additional restrictions or obligations
and the rights of the parties shall be then determined in accordance
with the provisions of said Texas Municipal Annexation Act as the
same existed January 1, 1980.
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Industrial District Agreement - 6
IV.
This Agreement may be extended for an additional period or
periods by agreement between City and Company and/or its assigns even
though it is not extended by agreement between City and all of the
owners of all land within the District of which it is a part. In
this connection, City hereby expresses its belief that industrial
district agreements of the kind made herein are conducive to the
development of existing and future industry and are to .the best
interest of all citizens of City and encourage future City Councils
to enter into future industrial district agreements and to extend for
additional periods permitted by law this Industrial District Agreement
upon request of Company or its assigns: provided, however, that
nothing herein contained shall be deemed to obligate either party
hereto to agree to an extension of this Agrement.
V.
Company agrees to pay all ad valorem taxes, and all "in lieu
January
of taxes" payments hereunder, to City on or before IU'ah~rKl2l~1< 31 of
each year during the term hereof.
It is agreed that presently the
ratio of ad valorem tax assessment used by City is one hundred percent
(100%) of the fair market value of property.
Any change in such
ratio used by City shall be reflected in any subsequent computations
hereunder. This Agreement shall be subject to all provisions of law
relating to determination of value of land, improvements, and tangible
personal property, for tax purposes (e.g., rendition, assessment,
Harris County Appraisai District review and appeal procedures, court
appeals, etc.) for purposes of fixing and determining the amount of
ad valorem tax payments, and the amount of "in lieu of tax" payments
hereunder, except as otherwise provided in Article's II and VI hereof.
VI.
(A) In the event Company elects to protest the valuation for
tax purposes set on its said properties by City or by the Harris
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Industrial District Agreement - 7
County Appraisal District for any year or years during the terms
hereof, nothing in this Agreement shall preclude such protest and
Company shall have the right to take all legal steps desired by it to
reduce the same.
Nothwithstanding such protest by Company, Company agrees to pay
to City on or before the date ,therefor hereinabove provided, at least
the total of (a) the total amount of ad valorem tqxes on the annexed
portions, plus (b) the total amount of the "in lieu of taxes" on the
unannexed portions of Company's hereinabove-described property which
would be due by Company to City in accordance with the foregoing
provisions of this Agrement on the basis of renditions which shall be
May 1 5
filed by Company on or before ~x~~ of each year during the term
of this Agreement, with both 'the City and th'e Harris County Appraisal
District (as the case may be) for that year.
When the City or Harris County Appraisal District (as the case
may be) valuation on said property of Company has been so finally
determined, either as the result of final judgment of a court of
competent jurisdiction or as the result of other final conclusion of
the controversy, then wi thin thirty (30) days thereafter Company
shall make payment to City of any additional payment due hereunder
based on such final valuation, together with applicable penal ties,
interests, and costs.
(B) Should Company disagree with any appraisal made by the
independent apppraiser selected by City pursuant to Article II above
(which shall be given in writing to Company), Company shall, within
twenty (20) days of receiving such copy, give written notice to the
City of such disagreement.
In the event Company does not give such
written notice of disagreement within such time period, the appraisal
made by said independent appraiser shall be final and controlling for
purposes of the determination of "in lieu of taxes" payments to be
made under this Agreement.
Should Company give such notice of disagreement, Company shall
.
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Industrial District Agreement - 8
also submit to the City with such notice a wri,tten statement setting
forth what Company believes to be the market value of Company's
hereinabove described property. Both parties agree to thereupon
enter into good faith negotiations in an attempt to reach an agreement
as to the market value of Company's property for "in lieu" purposes
hereunder. If, after the expiration of thirty (30) days from the
date the notice of disagreement was received by City, the parties
have not reached agreemen't as to such market value, the parties agree
to submit the dispute to final arbitration as provided in subparagraph
(1) of this Article VIeS). Notwithstanding any such disagreement by
Company, Company agrees to pay to City on or before December 31 of
each year during the term hereof, at least the total of (a) the ad
valorem taxes on the annexed portions, plus (b) the total amount of
the "in lieu" payments which wo.uld be due hereunder on the basis of
Company's valuations rendered and/or submitted to City by Company
hereunder, or the total assessment and "in lieu of taxes" thereon
for the last preceding year, whichever is higher.
(1) A Soard of Arbitrators shall be created composed of one
person named by Company, one by City, and a third to be named by
those two. In case of no agreement on this arbitrator in lO
days, the parties will join in a written request that the Chief
Judge of the U. S. District Court for the Squthern District of
Texas appoint the third arbitrator who, (as the "Impartial
Arbitrator") shall preside over the arbitration proceeding. The
sole issue to be determined in the arbitration shall be resolution
of the difference between the parties as to the fair market
value of Company's property for calculation of the "in lieu"
payment and total payment hereunder for the year in question.
The Board shall hear and consider all relevant and material
evidence on that issue including expert opinion, and shall
render its written decision as promptly as practicable. That
decision shall then be final and binding upon the parties,
e
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Industrial District Agreement - 9
subject only to judicial review as may be available under the
Texas General Arbitration Act (Articles 224-238, Vernon's Annot-
ated Revised Civil Statutes of Texas). Costs of the arbitration
shall be shared equally by the Company and the City, provided
that each party shall bear its own attorneys fees.
(C) Should the provisions of Article II of this Agreement
become impossible of enforcement because of (1) the invalidity or
unenforceabili ty of the Texas Property Code (S. B. 621, Acts of the
65th Texas Legislature, Regular Session, 1979), or any relevant
provision thereof, or (2) because of any material delay or failure
to act on the part of the Harris County Appraisal District, then and
in any of such events, all payments under this Agreement shall be
governed by the provisions of Article II hereof: anything to the
contrary in this Agreement notwithstanding.
VII.
City shall be entitled to a tax lien on Company's above-described
property, all improvements thereon, and all tangible personal property
thereon, in the event of default in payment of "in lieu of taxes"
payments hereunder, which shall accrue penalty and interest in like
manner as delinquent taxes, and which shall be collectible by City in
the same manner as provided by law for delinquent taxes.
VIII.
Company agrees to provide to City at Company's expense, a survey
plat and field note description of the land and improvements which
Company petitions to be annexed in accordance with the'provisions of
Article II above. Such annexation tract shall be contiguous to a
point on the existing corporate limits of La Porte. In the event of
failure of Company to file either such petition, or such description,
City shall have the right by notice in writing to Company to cancel
and terminate this Agreement.
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Industrial District Agreement - 10
IX.
This Agreement shall inure to the benefit of and be binding
upon City and Company, and upon Company's successors and assigns,
affiliates and subsidiaries, and shall remain in force whether Company
sells, assigns, or in any other manner disposes of, either voluntarily
or by operation of law, all or any part of the property belonging to
it wi thin the territory hereinabove described, and the agreements
herein contained shall be held to be covenants running with the land
owned by Company situated within said territory, for so long as this
Agreement or any extension thereof remains in force.
X.
If City enters into an Agreement with any other landowner with
respect to an industrial district or enters into a renewal of any
existing industrial district agreements after the effective date
hereof and while this Agreement is in effect, wh.ich contains terms
and provisions more favorable to the landowner than those in this
Agreement, Company and its assigns shall have the right to amend
this Agreement and City agrees to amend same to embrace the more
favorable terms of such agreement or renewal agreement: provided,
however, City reserves the right to enter into such agreements or
renewal agreements with other landowners not covered by existing
agreements, containing a percentage of ad valorem taxes more favorable
to the landowner than that contained in Paragraph II, Subparagraph 3
(2) hereof, and Company and its assigns shall not have the right to
amend this agreement to embrace the more favorable percentage of ad
valorem taxes contained in such agreement or renewal thereof, than
that contained in Paragraph II, Subparagraph 3 (2) hereof. City may
extend more favorable terms to landowners covered by existing contracts
only to the extent such favorable terms apply to any increase in
value of the hereinabove described property, in excess of the appraised
value of same on January 1, 1986, as described in Paragraph II, Sub-
paragraph 3 (2) hereof.
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Industrial District Agreement - 11
XI.
In the event anyone or more words, phrases, clauses, sentences,
paragraphs, sections, articles or other parts of this Agreement or
the applicaton thereof to any person, firm, corporation or circum-
stances shall be held by any court of competent jurisdiction to be
invalid or unconstitutional for any reason, then the application,
invalidity or unconstitutionality of such words, pl1rase, clause,
sentence, paragraph, section, article or other part of the Agreement
shall be deemed to be independent of and separable from the remainder
of this Agreement and the validity of the remaining partes of this
Agreement shall not be affected thereby.
XII.
Upon the commencement of the term of this Agreement, all other
previously existing industrial district agreements with respect to
said land shall terminate.
ENTERED INTO this 1st day of June, 1986.
ATTEST:
Air Products and Chemicals, Inc.
(COMPANY)
/7
L~'fAM tLi-l t~'r-
As s t. Secretary
BY
JJC1e~
Name:
C. P. Powell
Name:
A. M. Wharton
Title:
Vice President - Taxes
Address:
P. O. Box 538
Allentown, PA 18105
APPROVED BY COUNSEL:
ATTORNEY FOR COMPANY
Name:
Address:
Telephone:
.
Industrial District Agreement - l2
ATTEST:
(!/~~
Cherie Black, City Secretary
APPROVED BY COUNSEL:
cJ
KNOX W. ASKINS, City Attorney
702 West Fairmont Parkway
Post Office Box 1218
La Porte, Texas 77571
Telephone: (713) 471-1886
(Revised: 06/86)
e
CITY OF LA PORTE
BY
BY
C~ty Manager
CITY OF LA PORTE
Post Office Box 1115
La Porte, Texas 77571
....
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EXHIBIT A
(1) 18.861 acres of land of the Strang Subdivision of.a part of the Enoch
Brinson Survey in Harris County, Texas"described in deed to Company
from 8ruce Barkis and wife, Marie A. Barkis, dated April 6,' 1967,
recorded in Volume 6720, page 179 of the Deed Records of said county;
(2) 9.484 acres of land of the Strang Subdivision of a part of the Enoch
Brinson Survey in Harris County, Texas, described in deed to Company
from Thomas T. Chase et al . dated April 20, 1967, recorded in Volume
6753, page 39 of the Deed Records of said county.
(3) 11.98 acres of land out of the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Daisy Mae Hershberger, dated
18 March 1977, recorded in the Deed Record of Harris County, Texas,
County. Clerk's File Number FO 88954, ,Film Code 161-18-0176.
(4) 5.52 acres of an original ,7.19 acre parcel of land out of Lots 41 and 42
of the Strang Subdivision in the Enoch Brinson Survey in Harris County,
Texas, described in deed to Company from Edward A. Chapman and wife,
Nalta Chapman, dated 18 March 1977, recorded ,in the Deed Record of
Harris County, Texas, County Clerk's File Number F Oa8269, Film Code
161-17-0494.
(5) 16.16 acres of land out of and part of Strang Subdivision in the Enoch
Brinson Survey (Abstract 5) in Harris County, Texas, described in deed
to Company from The A-B Chemical Corporation, dated 5 May 1978, recorded
in the Deed Record of Har.ris County, Texas, County Clerk's File Number
F 599060, Film Code 195-04-0618.
(6) Land leased to Air Products and Ch~micals, Inc. from Diamond Shamrock
, ,
Corporati on. One' (1) acre of 1 and of the Arthur t1cCormi ck Survey Abs tract
No. 46, Harris County, Texas, being a part of the 220.28 acre tract of
land conveyed to Diamond Shamrock Corporation by Phillips Petroleum Co.,
by deed dated 30 May 1970, recorded in the Deed Records of Harris County,
Texas, County Clerk's File No. D 605635, Film Code 145-26-2538 and a
75.57 acre tract conveyed to Diamond Shamrock Corporation by Phillips
Petroleum Company by deed dated 30 September 1970.
I J,-.to...if:3 C. e: c::T~
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ASKINS & ARMSTRONG. P. C.
ATTORNEYS AT LAW
702 W. FAIR MONT PARKWAY
P,O, BOX 1218
LA PORTE. TEXAS 77572-1218
KNOX W. ASKINS
JOHN 0, ARMSTRONG
TELEPHONE 713 471-1886
TELECOPIER 713 471-2047
December 20, 1993
R~C~/II~D
. DEe 20 1993
CITy MAN
OFFICiGf:RS
Air Products, Incorporated R:.-rH I~_
City of La Porte Industrial District Agreement ~~9"
Inc.
Mr. R.J. Nico
Tax Depart nt
Air Pro cts and Chemicals,
7201 amilton Boulevard
A ntown, PA 18195-1501
Re:
Dear Mr. Nicol:
Mr. Robert T. Herrera, City Manager of the City of La Porte, has
handed to me for reply, your letter to him of December 10, 1993.
In answer to your question, as long as some of the pipeline assets
are still in the name of Air Products Manufacturing Corporation,
I would suggest that we have a separate agreement with Air Products
Manufacturing Corporation and the City of La Porte, listing those
pipeline assets. I have enclosed two blank forms for your use in
preparing such a separate agreement for Air Products Manufacturing
corporation, which I would then appreciate your forwarding back
direct to me. On that contract, on the property exhibit, you might
list the pipeline assets, and show them on a plat to be attached
as Exhibit "B".
Thank you for your cooperation in this matter.
KWA: sw
Enclosures
cc: Mr. Robert T. Herrera, City Manager
Mr. Jeff Litchfield, Director of Finance
Mr. Hugh Landrum, City Appraiser
.
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Air Products, Incorporated
12600 Norttiborough Drive
Suite 196
Houston, TX n067-3293
Telephone (713) 873-5151
AIR ~~"
PRODUCTS ~
March 16, 1994
Director of Public Works
City of LaPorte
P. O. Box 1115
LaPorte, Texas 77572-1115
Re: Air Products Manufacturing Corporation Eight Inch (8") Carbon Monoxide
Pipeline
Dear Sir:
By letter dated March 9, 1994, Air Products Manufacturing Corporation requested a City
of LaPorte Ordinance approving the construction of a planned eight inch (8") pipeline
through the City of LaPorte. The pipeline is to be constructed from Air Products' Plant on
Strang Road to HoechstlCelanese in Bayport.
,
Attached are two (2) copies of the route map and the detail drawings of the streets being
crossed that have been revised to reflect the correct company name. No other changes
have been made on the drawings.
Please have the Ordinance prepared in the name of Air Products, Incorporated.
Thank you for your assistance.
Very truly yours,
AIR ~~ODUCTS'~CO ORATED
&/A. .
~r~,..~
Agent for Air Products, Incorporated
bjp3/laporte
Attachments (route map & drawings)
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City of La Porte
Established n92
Attention:
Charles R. Clark
Agent for Air Products, Incorporated
April 14, 1994
Air Products Manufacturing Corporation
12600 Northborough Drive
suite 196
Houston, Texas 77067
Re: 8" Carbon Monoxide pipeline
Dear Sir:
Attached please find a certified copy of Ordinance No. 915-LL,
passed by the City Council of the City of La Porte, on March 28,
1994. The passing of this ordinance constitutes a permit to Air
Products, Inc., to construct an 8" pipeline for the transportation
of Carbon Monoxide from its existing plant on strang Road to
Hoechst/Celanese in Bayport.
If I can be of further assistance please-contact me at 471-5020
ext. 221.
Sincerely,
~~~
Sue Lenes
City Secretary
cc: ~.T. Herrera, City Manager
Steve Gillett, Director Public Works
P.O.Bnx III':; · Lap,1r[t:',T('x:1::i7572-1115 · (713)471-5020
.
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FROM THE DESK OF
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Industrial District Agreements
Each company's packet should contain the following:
.. . . ,,----
~tter offering the agreement and certified copy of ordinance
A letter requesting action ,It/ fA--
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~eement - signed by company. Mayor. RTH. Sue. Knox
Exhibit "A" - k~. rnv/\(
--Exhibit "B II - some will not have this item since we kept the only one that was sent
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"EXHIBIT A".
TO INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE
AND
Air Products Manufacturing Corporation
(Metes and Bounds Description of Land)
5.58 miles of miscellaneous 12 inch diameter pipelines
(HCAD Account No. 0278138 Value of $550,540)
9
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"EXHIBIT B"
TO INDUSTRIAL DISTRICT AGREEMENT
BETWEEN THE CITY OF LA PORTE
AND
!.
(Attach Plat reflecting the ownership boundary lines; a
si te layout, showing all improvements" including
pipelines and railroads, and also showing areas of the
Land previously annexed by the City of La Porte.)
10
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VICINITY t INDEX
,tooo 0 2000 cooo
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A
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D
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F
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Air Products, Inc.
93-IDA-OlA
Exhibit B