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HomeMy WebLinkAbout93-IDA-01-B '. . 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. . . ORDINANCE NO. 93-IDA-Ol-B PAGE 2 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 -- . e CITY OF LA PORTE . PHONE 171 3) 471.5020 . p, 0, Box 1 1 15 . LA PORTE, TEXAS 77572 (" , 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 . e .; \. NO. 93-IDA-OI- ~ { { STATE OF TEXAS { { 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 e e \ 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 2 e e 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 3 e e \ 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 4 e e 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 5 e e \ 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 6 e e '. \ "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. 7 e . \. 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 8 .' . . 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 pdu:y: \rjn \slapida,doc . e 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) . , ' - 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_,.. ":" . ,,: , , "':'; .",..., '''.. .. ." ,':' ~', C::c::' 'r (I , " , , '. .............. ....., . ,"... . '. . .".' . . .. . , , , , ", ' R. J. Nicol ' Manager, State &: Local Tax (216) 481-7598, . -'~ ......-.. .~""..- RJN/pdu Attachment pdu:y: 'J:iD \siDteIltl,cloc 20"d 891~1~v~1~-16 01 ld3Q X~l I~ W~~ v0:~1 ~661-62-lJO , . . ,e ga . d 1t:J10l 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 pd~\r,jD \smteut.dM ~(3'd 8g't.!.'t.!.17~'t.!.-'t6 01 ld30 xt:ll IJdld WO&! S0:.!. 't ~66't-6G-lJO . e CURRENT NAME ,e . PREVIOUS NAME & DATE Air Products & Chemicals - CO-2 . 'e I~; , " ' ,"".. b \;1 ~,:\~.1 (,.. . j ," ~.il!ElIilI l1.llml\) (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 ; e e 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 J e e 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), e e 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 ~ e e 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. e e 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 e e 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 e . 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, e e 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. e e 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. .. e e 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: " e ) e 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. ". .~; " . ' , . . e e 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 e e PREVIOUS NAME & DATE Air Products & Chemicals - H2 ...~ e e ... 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. .. e e 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 , " . e i; 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), " e e 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 e e 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 e e 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 ... e e 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 '. e e 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, .. " e e 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. '. '. e . 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. ., e e 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: , \ 'e i' . 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 . , . e e ~ 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 e e PREVIOUS NAME & DATE Air Products & Chemicals - HYCO '..'; . e 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 , , e e ...,.: 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 'e e 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), e e 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 e e 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. e e 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 e e 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 e e 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, e e 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. e e 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. . . e e 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: , . It 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) e CITY OF LA PORTE BY BY CITY OF LA PORTE Post Office Box 1115 La Porte, Texas 77571 Manager ., . e e 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 . e PREVIOUS NAME & DATE Air Products & Chemicals - N-2 -- . e i''';:"':~ r!1lt":!""""" '; I~I :1 ,,!,r~ ~: 5::~ (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 . e 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 e e 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), e e 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 e e 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. . e 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 e e 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 " e e 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, " -- e 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. e e 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. e e, 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: e 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) e CITY OF LA PORTE BY BY Manager CITY OF LA PORTE Post Office Box 1115 La Porte, Texas 77571 or . .' e . 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. . e CURRENT NAME PREVIOUS NAME & DATE Air Products & Chemicals - Syngas " ....... . '...1"1 E"~ h~ ," (1 ~l '!~ rmui-n' {.,., ... e '. (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"$" ,. e e 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 e e 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), e e 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 e e 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. e e 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 . . 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 e . 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, e . 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. e . 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. e . 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 : , , . . e . 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. - 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+' . e .. 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 .. e e ; 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), e e" 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 e . 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. e . i 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 e e 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 . . 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 e 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. . e 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. . e 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 .... . . - . 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~ . . 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 . . ;J-~-ql ::::a . . 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) 1-- - - . ~ftQw @fi IL,(Q] l?J@~ . 'i-~' @~ JOM JJ K 0DAP ~~ ,{ ------ .-/ A~ Pw~ Pfo#- ~~eb~(s) ~oef ~ .4-~ ~ t/ ~ you-n- c...rrfLOVal? ~"eS ~ w~1 /)JJY ~~-e.- II ~fYJ2- .w crnY(~?- F2e.: ()~~ ofLxJ ~o .-- ;ff ~_.,- .- \. 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 . , : II I I I I , ! FROM THE DESK OF . , Knox W. Askins. J.D' I : ! ! I I ! , I I : I I . I i I , r ! , I II I I I I I I , II I F pu I"" ,. t,-",., "-"-(r.: -19n . o:-rr. r GU .. _~.._ _"""+' ,_. . [' : . J " \ f~f;c .', J~~~~~~ ~,,/.J~ ~ . t!J7U ~k~ ~ J// ~,~~~ ~ t2. v~ S'~q-,~c6..~~r-;t:;,J. ~~~~ r~ H/,~ r~~~/ -~~ ,~ ~:t IP- #k~. ~CT: -czr~ -tii<J'<<J ~ ~ --tw ~ J ~ hh;/', IF? No &l~ hl{-/-\ q ~S'~y --r; ~~ . e - . -",- "-~_"""'"':'~''''''''' ,:.~.,~~.:~~:-.__.._-,,::,_..~.~-_:,-.:,-,.._,-_._,~<-!~.~~-.'-'~~:: . '.~~.~..~~:.:'...._,--~.-.,.,-- .'._;.~-:"....'".. ~"':"PO -'~'." .. . :. .~....._." 1"'.... .. ._...... ...:... . \. 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-- ~ / ---v ~ ~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 . -~'-"-'-""" ........._.....:.--...._....lIl:..I~.:!~;.:~::~:.:-.;:::........:~.~;:~i~::=.::..~:.-.~.~:-.:.;::... .:.:. :..__.._ ...:..:;.._..._... .",_. :: ::; "';..;,,~..?:..:,..'.:;:~":.';'"".-i~~.~.""':.:..:. :~':'l"~~...-:~..,.....:..; ., - ;-'-. --..,..,.....~--~~".....:-f..._...._;-r~:t?t~.....:..""'".'~~-~~";,,....;4O'.,...._,..:"":;w.~.:'...~~;....~~..or.~-~~::--=~"":~_.~._~...,..~*!'"'-r<oo_........._........ ...~ '. ..... '. ...,....t... "." _' .- ... ~-.'" ..." . -.. . ,- .. :~....;-; ~.~~. -- .:....". _.....:. -:::.;.,;....J: -~.":.. ..: -:: .:....;-~:...:.-::~:...::....~.~.i:.:.:..;:... ..,~.'_~ ':~~:..-:-...~ '.' .. . . , " '..:.. ":.~." .';:~.--..- -....A...~ _~: ....':;,..:...~~.,.:...+.:~ . . .'. A'.. _ .. .'~ ... ~'.... ~". . . ..... ..........- ~ 'WI.' ........_._..~~.___... .... ............. _.. __. __ ~.._._ -.,-.-......--..-";"". ...........-.........-......~....... . . . 't \ "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 $550,540) 9 . e . . .., "EXHIBIT B" TO INDUSTRIAL DISTRICT AGREEMENT BETWEEN THE CITY OF LA PORTE AND !. (Attach Plat reflecting the ownership boundary lines; a si te layout, showing all improvements" including pipelines and railroads, and also showing areas of the Land previously annexed by the City of La Porte.) 10 .:IlD~SKt If. ~ ~-- -- H , 5JIT."T'= . llWG: ~lDIJ 1l'".'IHT.li::~.:"._ . D~lIl1"",AlII:SIl.:sn:'-~- I] ._~.=lIII_.-,~4_,_ ~SHl:.z...:, ':'DWG:.~"'DSr:..lmIl;'5Ifl:_!::. -:', . RD. n ~~-,a.':". \.1.._. ._, .... I UPDtn'E FAC:I~ITY' .., TI4lOu' _. PWG. ,.,n4-4OOlp.5Kt 1 PW6. '-"7._tP,~& DW6. ""74-~DOtP, ~ J ;W,. "6J'I4-4OOIP.5l!T.4 II PWG. ,. 1'0174 .4001 D, lM(T. , l1WG. ,-r.n~-~p,s;r.." D~. 3.,,,,,,, -4DO(D 0V4 J.31,"'.00SD IMG. ,,-r.J'74 .400IP. 5IlT.1 DW(. 3 "".'.(00100 rST"I-l" 10 1lW6. ,. r.n4 .4401 p. ""'6 OWIf".,,,,.,.40010 Q _ __ :_ 7$ not' IV==\_ DI'4 '.Jr.4'1-40011D PWG...'-<'J'14-400ID. 5IlT.'-' PW6. ','''4-'00111, SlIT. to DWf. j.,l.H"'OO'lI _ _'_ _ ...,--I}.1!-S-"'" oW(. 3-J""'''~IOO PWG. "<'''.'40010.51(1'. It 7STf.(.A- JlII/5. '.';.4....011 0 L D'Il6. '."574-400lP, SKT.II . OWGl. '-Go'7'...."'. 5trT.1J $PENtER HI6HWA'f (WEST MAIN 51:) . rSfflot.S /2.- III Di I cS Z .. ... . OW&. '-"'4-40010. IHT.14 DW(. J""'4'.40I3D PWG. 9'(,'14 -4001 P, SlIT. IS \I OWlS. N".NOI'D FAIRMONT PARKWA'f OW6. 9-(,314.4OOIP, 51(1'. I" OW6. '-"14-400111, 5MT.n IlW6. 9 -"'14-4OOIP, SifT. 18 I- ~ 7 DW6. ,,"'14 .4001 P, SlIT. " :I: .. ::! . OWG. '.""4-40010, SHT.ZO o z ~ . lIW(.J.JI,<I"~"D DWG. ,."'74.40010, !5IIT. tl ow,. '.<"74-400111. SH1: 22 s PW6. '."'74.40010, SlIT. U I f)W6.,.U74-40010,Sllt 39~ OWe>. "'314-4001 P . Silt 40 OW6. '-""4-400111. SH"t 41 . OW6. '-"14-40010 ,Silt. 4Z /" TSS7T-:l~-' 4 OWG. 9'''.)74-400lIl,5H7: 45 ~ l' - I VICINITY t INDEX ,tooo 0 2000 cooo ,~)( /-J71l / r /5 A ...... _ &JOIM ,..,,.. . /-- c D E F I; H Air Products, Inc. 93-IDA-OlA Exhibit B