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HomeMy WebLinkAboutIDA-350 - Syngas, National Distillers, du Pont de Nemours, 1979 FOAM LG-4878 . <[() P ON}) e . E.I. DU PONT DE NEMOURS ~ COMPANY ....u.a....T...T_ar" ESTABLISHED 1802 INCORPORATED WILMINGTON, DELAWARE 19898 LEGAL DEPARTMENT December 4, 1979 Knox w. Askins Attorney at Law 702 W. Fairmont Parkway P.o. Box 1218 La Porte, TX 77571 Dear Knox: . Enclosed are the two copies of an Industrial District Agreement between Syngas Company and the City of La Porte, dated August 15, 1979. Pursuant to our earlier conversation, I had planned to deliver these to you during my visit to Houston on December 11 but decided to mail them instead. When the agreements have been fully executed, please return our copy to me. Thank you for your many considerations in this matter. Yours very truly, ~ william G. Edmonds . WGE:pab Enclosures (2) :-. ,;~ ... SUBJECT TO . ITRATION GENERAL ARBITRATION A .. ARTICLE REVISED CIVIL STATUTES OF TEXAS . THE STATE OF TEXAS S S COUNTY OF HARRIS S S CITY OF LA PORTES 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 SYNGAS COMPANY , ~ partnership of National Distillers and Chemical Corporation and E. I. du Pont de Nemours and Company, formed pursuant to the provi- e sions of the Texas Uniform Partnership Act, hereinafter called "COMPANY" , WIT N E SSE T H: That WHEREAS, it is the established policy of the City Commission of the City of La Po:rte, Texas, to adopt such reasonable mp.aSllr.es fr.om 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 reaffi~med and adopted by this City Commission 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: Deed from E. I. du Pont de Nemours and Company, dated April 4, 1977, recorded in Harris County Clerk's file code 175/08/1773. Deed from National Distillers and Chemical e Corporation, dated April 12, 1977, recorded in Harris County Clerk's file code 175/08/1769. (Revised: 8-79) . . . . e . e ': ..:..: ~..il';' '":'"";". .... ".. ,..: 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 located in its extraterritorial jurisdiction as the "Bayport Indus- trial District of La Porte, Texas," hereinafter collectively called "District," such Ordinances being in compl iance with the Municipal Annexation 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 wi thin said District and for such purpose desires to enter into this Agreement wi th Company pursuant :t~ Resolution adopted by the City Commission 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 authori ty granted under the Municipal Annexation Act and the Ord i- nances of City referred to above, City and' Company hereby agree with each other as follows: I. City covenants, agrees and guarantees that during the term of this Agreement, provided below, and subject to the terms and provi- sions of this Agreement, said District shall continue and retain its extraterritorial status as an in9ustrial 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 industl"ial distl:"ict may be changed pursuant to the tel:"ffiS of this Agreement. Subject to \: " . e .,. .. Industrial District Agreement - 3 the foregoing and 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, 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 provid~d) and shall have no right to have extended to it any services by City, and that all of said land, includ ing that '.'lhich has been e heretofore or which may be annexed pursuant to the later provisions of this Agreement, shall, not have ex tended to it by ord inanc~ any rules and regulations (a) governing plats and subd iv isions 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 ..1 is agreed that. Ci ty shall have tht:: 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 in,tent and effect as if all land covered by this Agreement were located within ~ the corporate limits of City. II. (A) A portion of the hereinabove described property has hereto- fore been annexed by city. Company has filed ,with City, coincident with the execution hereof, its petition to City to, annex an addi- tional port.ion of the hereinabove described property, to the end that twenty':'f ive per cent (25%) of the total value of the land and improvements hereinabove described shall be annexed to City,. Com- pany agrees to render and pay full City ad v'alorem taxes on such annexed land and improvements, and tangible personal property. e (1) For tax years 1900 and 19B1, Company also agrees to render and pay an additional amount "in lieu of taxes" on Company's lc.Hld, improvements, and tang i hIe personal property in the un- " . . e . e .: -, . Industrial District Agreement - 4 . annexed area to the end that Company's payment of taxes on .the, annexed area, combined wi th its payment of "in 1 ieu of taxes" on the unannexed area, will equal forty-five percent (45%) of the amount of ad valorem taxes which would be payable to Ci ty by Company if all of the hereinabove described property had been within the corporate limits of C~ty. (B) The Texas Property Tax Code (S. B. 621, Acts of the 65th Texas Legislature, Regular Session, 1979) will be effective for 1982 and subsequent years hereunder. Under the terms of said Act, the appraised value for tax purposes of the annexed portion of land, improvements, and tang ible personal property shall be determined by the Harris County Appraisal District. The parties hereto recogni ze that said District has no authority to ~ppraise the land, improve- ments, and tang ible personal property in the unannexed- area' for the purpose of computing the "in' lieu'i payments hereunder. 'I'herefore, for 1982 and subsequent years under this Agreement, the parties agree that the appraisal of the land, improvements, and tang ible 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 II 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 Ci ty ad valorem taxes on such annexed land, improvements, and tang ible per- sonal prope~ty. ,( 1) For tax year 1982 and thereafter, Company also agrees to render to City and pay an amount "in lieu of taxes" on Company's land, improvements, and ta~g ible personal property in the un- annexed area equal to forty-five percent (45%) of the amount of ad valorem taxes wh ich would be payable to Ci ty if all of the hereinabov6 described property had been within the corpor~te ." ~: . e . . Industrial District Agreement - 5 limits of City and appraised by City's independent appraiser,. reduced by the amount of City's ad valorem tax on the annexed portion thereof as determined by appraisal by the Harris County Appraisal District. Nothing contained in Article II(B) (1) 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 e tax purposes. III. This Agreement shall extend for a period beginning on the 1st day .of January, 1980, and continue thereafter until December 31, 1986, unless extended for an additional period o~ periods of time upon mutu- .1 al consent of Company and City as provided by the Municipal Annexation Act; prov ided, however, that in the event this Agreement is not so extended for an additional period or periods of, time' on or before August 31, of the final calendar year of the term hereof, the agree- ment of City not to annex property of Company wi thin the District . shall terminate. In that event, City shall have the right to com- mence immediate annexation proceedings as to all of Company's property covered by this Agreement, notwithstanding any of the terms and pro- visions of this agreement, and in such event Company agrees that if the Texas Munitipal Act, Article 970a (V.A.T.S.), is hereafter amended or any new legislation is 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 e additional restricti.ons .or .obligati.ons and the rights of the parties shall be then de tcrmi ned in ilccordance \.,ri th the prov i s ions .of sa in Texas Hunici.pal Annexation ^ct as the same exists on the date of '0 . .e . e e e Industrial District Agreement - 6 execution of this Agreement. 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, Ci ty hereby expresses its belief that industrial district agreements of the kind made herein are conducive to the development .'ot::':'existing and future indus- try and are to the best interest of all citizens of City and encour- age future City Commissions to enter into foture 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 notrying herein contained shall be deemed t~ obligate either party hereto to agree to an extension of this Agreement., ~6 IV. Company agrees to pay all ad valorem taxes, and all.lIin lieu of taxes" payments hereunder, to City on or before December 31 of each year during the term hereof. It is agreed that presently the ratio of ad valorem tax assessment used by City is eighty per cent (80%) 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 tang ible personal property, for ta>: purposes (e.g.,' rendition, assessment, Board of Equalization procedure, court appeals, etc.) for purposes of fixing and determining the amount of ad valorem tax payments, and the amount of "in lieu of tax II p~yments hereunder, except as otherwise provided in Articles II and V hereof. V. . (A) In the event Company elccts to protest the valuution for tax purponcs set on its said propel-tics by Ci.ty or by the lIarris '. e e . e" . 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. Notwithstanding 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 accord- ance with the foregoing provisions of this Agreement on the basis of renditions which shall be timely filed by Company with City's Tax Assessor-Collector or with both the City and the Harris County Appraisa:J, District (as the case may be) for that year. When the Ci ty or Harris 'County Appraisal District (as the case may be) valua- tion on said property of' Company has been so finally determined, either as the result of final judgment of a court of competent juris- diction 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. (B) Should Company disagree wi th any appraisal made by the independent appraiser selected by City pursuant to Article 11(8) above (which shall be given in writing to Company), Company shall, within twenty (20) days of receivi"ng 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 controlli.ng for purposes of the determination of "in lieu of taxes" pa.yments to be made under this Agreement. Should Company give sllch notice of disclCJrecment, Company shall also submit to the City with such notice a written statement scttinCJ ~6 ~ . e . e .' . e,. , 0 Industrial District Agreement - 8 forth what Company bel ieves the market value of Company' shere in- above described property to be. Both parties agree to thereupon enter into good faith negotiations in an ~ttempt to reach an agree- .ment 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 pro- vided in subparagraph (1) of this Article V(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 ...lOuld be due hereunder on the basis of Company's valuations' rendered and/or submitted to City by Company hereunder. (l) A board, of Arbi trators 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 arbi trator in 10 days, the parties will join in a written request that the Chief Judge of the U. S. District Court for the Southern Dis- trict of Texas appoint the third arbi trator ,,,ho, (as the "Im- partial Arbitrator") shall preside over th~. arbitration pro- ceeding. The sole issue to be determined in the arbi tration 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 rele- vant and material evidence on that issue including expert opinion, and shall render its written decision as promptly as practicable. Th~t decision shall then be final and binding upon the part ics, subject onl y to j lid ic i.al rev il?\" as may be ,~ .. . e,. . Industrial District Agreement - 9 available under the Texas General Arbitration Act (Articles 224-238, Vernon's Annotated Revised Civil' Statutes of Texas). Costs of the arbitration shall be shared equally by the Com- pany and the City, provided that each party shall ,bear its own attorneys fees. (C) Should the provisions of Article II (B) of this Agreement become impossible .of enforcement because of (1) the inval id i ty , or unenforceability of the Texas Property Code (S.B. 621, Acts of the e 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 I then and in any of such events ,. all payments under this Agreement shall be governed by the provisions of Article II(A) hereof; anything .~ to the contrar~ in this Agreement not~ithstanding. VI. City shall be entitled to a tax lien on Company's above-described property, all improvements thereon, and all tang ible personal prop- erty thereon, in the event of defaul t i~ payment of "in lieu of . . taxes" payments hereunder, which shall accrue penal ty 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. VII. Company agrees to provide to City at Company's e~pense, 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 corporat~ limits of La Porte. In the event of failure of Company to file either such petition, or such description, e City shall have the right by notice in \oJriting to Company to' cancel and terminate this Agre9fficnt. . e 4ItIndustrial District Agreement - 10 VIII. This Agreement shall inure to the benefit of and be binding upon City and Company, and upon Company's successors and assigns, affili- ates 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 4It Company situated within said territory, for so long as this Agreement or any extension thereof remains in force. '. IX. If City enters into an Agreement with 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 agree- . ment or renewal agreement. ENTERED INTO this 15th day of August, 1979. , SYNGAS COMPANY By its partners ( COMPANY) -.. NATIONAL DISTILLERS AND CHEMICAL CORPORATION By t~~ \ ~ ~: w,-~ e A~ant. Se:::reta E. I. DU PONT DE NEMOURS AND COMPANY By Cu. /1.~ Senior Vice President I ~ ' .. ... ;.. . e tit Industrial District Agreement - 11 -e . e ATTEST: ~t> ~~ J Cl Y e~ - ........ APPROVED BY COUNSEL: ~~ ATTORNEY FOR COMPANY CITY OF LA PORTE --- ~ J. J. Meza, Mayor {""-. ,-- By .. ~~:7~~ City Comm ssioner '.# ~~ I- C~ City Commissioner (nev iscd: 8-7,9 )