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HomeMy WebLinkAboutRES 08-354 RESOLUTION NO. 08-354 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute an Industrial District Contract with Lucite International, Inc. The contract is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 23rd day of December, 2008. r � - Mayor Becky Ames - � w THE STATE OF TEXAS § COUNTY OF JEFFERSON § AGREEMENT This Agreement is made under the authority of Section 42.044 of the Texas Local Government Code. The parties to the Agreement are The City of Beaumont, a municipal corporation and a home-rule city located in Jefferson County, Texas, hereinafter called "CITY," and Lucite International, Inc., its parent, subsidiaries and affiliates, hereinafter called "COMPANY." PREAMBLE WHEREAS, Company leases land and owns improvements which are a part of the manufacturing, industrial, and refining facilities of said Company. The City has established an industrial district comprising a certain part of the extra-territorial jurisdiction of the City, such industrial district being known as the City of Beaumont Industrial District. WHEREAS, the Company recognizes the benefits of this Agreement and an obligation to contribute to the revenue needs of said City in an amount commensurate with the burdens placed upon the City and benefits derived by the Company by reason of being located immediately adjacent to said City. WHEREAS, the Company and the City desire to base the industrial district payment on assessed value to ensure equity among the companies. In view of the above and foregoing reasons, and in consideration of the mutual agreements herein contained, Company and City hereby agree as follows: SAAGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Final.doc 1 EXHIBIT "A" ARTICLE I COMPANY'S OBLIGATION Annual Payment on Company's Property 1. Commencing with the calendar year 2009 and each calendar year thereafter for the duration of this Contract, the Company will pay the City a certain sum which will be computed on the assessed value of the Company's facilities property, real, personal, and mixed located on Company's land covered by this contract. (Herein "the properties") 2. By the term "Assessed Value" is meant the 100% valuation of the Lucite International, Inc. taxable properties, as determined by the Jefferson County Appraisal District for the previous tax year. "Assessed value" does not include (and such value shall be excluded from the provisions of this Agreement) the value, in whole or in part, of any property owned by Company, whether real, personal or mixed, which would not be subject to ad valorem taxation by the City pursuant to any current or future local, state or federal law, (whether by reason of exemption, exclusion, allocation, abatement or otherwise) if such property were located within the taxing jurisdiction of City. It is the intent of the parties to this Agreement that only the value of that property owned by Company which would otherwise be taxable by City if the property were located within the taxing jurisdiction of City is to be included in the calculation of payments to be made under this Agreement. 3. The term "assumed City taxes due" shall be calculated by the following formula: Assumed City Taxes Due: Assessed Value / 100 X Current City Tax Rate = Assumed City Tax Due SAWGENDA\AGENDA ITEM MEMOS\Lucite International 2009-F nal.doc 4. Payment Procedures The procedures for determining and making such payments shall be as follows: (a) The payment for 2009 shall be due and payable on or before February 1, 2009. The 2009 payment is calculated as follows: Assumed City Taxes Due: Assessed Value / 100 X Current City Tax Rate = Assumed City Tax Due Year 1 80% of Assumed City Taxes Due = 2009 Payment Due Each October, the Chief Financial Officer shall obtain the most recent assessed values as set by the Jefferson County Appraisal District for the Company's properties, real, personal and mixed, having taxable situs within the areas described in this agreement; for example, in October, 2008, the 2008 assessed values shall be used for the February 1, 2009 payment. This assessed value less exclusions as described in Article 10 shall be used in the calculation of the payment. If the assessed values for the period required are in question and/or under litigation with the Jefferson County Appraisal District, payment shall be computed on the most recent certified values from the Jefferson County Appraisal District. The Company shall notify the City following resolution of the appraised value question and if the final resolution reduces the value of the Company's properties, the Company's liability hereunder shall be recalculated based on the final determination of value and City shall, within 30 days following such resolution refund SAAGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Final.doc 3 to Company the difference between the amount actually paid hereunder and the amount for which Company is determined to be liable, together with interest thereon from the date of tender of payment by Company to the date of payment by City of such refund at the rate specified in Section 42.43 of the Texas Property Tax Code for interest on tax refunds. Should such final resolution increase the value of Company's properties, the Company's liabilities shall be recalculated based on the final determination of value and Company shall pay within 30 days following such resolution the increased amount due to the City under their agreement plus interest from the date such payment should have been made to City under their contract. Interest shall be calculated in accordance with the tax code provisions for interest as calculated in Section 42.43 of the Texas Property Tax Code. (b) After the assessed value of the Company's properties has been determined, the value of the property shall be calculated in accordance with the following schedule: The 2010 and 2011 payments shall be 80% of assumed City taxes due, except such payment shall not exceed or be less than the previous year's payment by more than 10%. The 2012 - 2015 payments shall be 75% of assumed City taxes due except the payment shall not exceed or be less than the previous year's payment by more than 7%. (c) City hereby agrees to bill Company for its payments due hereunder on or before January 1 each year. Company shall pay to City such amount billed on or before February 1 each year or within 30 days of the delivery of such bill, whichever is later. Upon receiving the final payment, the Finance Officer shall issue an official receipt of said City acknowledging full, timely, final and complete payment due by said Company to City for the property involved in this Agreement for the year in which such payment is made. If any annual payment is not made SAAGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Wal.doc on or before any due date, the same penalties, interest, reasonable attorneys' fees and costs of collection shall be recoverable by the City as would be collectible in the case of delinquent ad valorem taxes. Further, if payment is not made timely and Company fails to cure by making the payment due within thirty (30) days of written notice by the City, all payments which otherwise would have been paid to the City had Company been in the City limits of City will be recaptured for the year in which the payment was not timely made and paid to the City within 60 days after written notice by the City as set out herein that the payment is delinquent. ARTICLE II PROPERTY COVERED BY AGREEMENT This instrument will reflect the intention of the parties hereto that this instrument shall govern and affect the properties of Company (facilities, real, personal, and mixed) located on Company's real property as shown on records of the Jefferson County Appraisal District, which are within the extra-territorial jurisdiction of the City of Beaumont. It is the intent of the parties to this Agreement that only the value of that property owned by Company which would otherwise be taxable by City if the property were located within the taxing jurisdiction of City is to be included in the calculation of payments to be made under this Agreement. ARTICLE III SALE BY COMPANY (a) Sale by Company. Company shall notify City of any sale of any or all of Company's facilities to any person or entity. As to payments due under this Agreement, no such sale shall reduce the amount due the City under this Agreement until the purchaser of such facility has either assumed the Company's obligation under this Agreement or entered into a written S:\AGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Final.doc 5 agreement with the City assuming all obligations of Company in this Agreement. It is the intent of the parties that no sale of any of Company's facilities will affect the amount to be paid to the City under this Agreement. (b) Assignment. Company shall have the right to assign, transfer or convey all, or any part of its rights, title and interest in this Agreement in connection with any transfer or conveyance of title to all or any part of the properties subject to this Agreement to any person or entity at any time during the term of this Agreement; provided, however, that Company shall provide City with written notice of such assignment. Company shall be relieved of its obligations under this Agreement to the extent that an assignee expressly assumes Company's obligations in a written instrument binding such assignee to the City. Subject to the preceding, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. ARTICLE IV CITY'S OBLIGATIONS 1. City agrees that it will not annex, attempt to annex or in any way cause or permit to be annexed any portion of lands or facilities or properties of said Company covered by this Agreement for the period of the agreement except as follows: (a) If the City determines that annexation of all or any part of the properties covered by this Agreement belonging to said Company is reasonably necessary to promote and protect the general health, safety and welfare of persons residing within or adjacent to the City, the City will notify Company in accordance with State law of the proposed annexation. In the event of such annexation, Company will not be required to make further payment under this Agreement for S:WGENDAWGENDA ITEM MEMOS\Lucite International 2009-Wal.doc any calendar year commencing after such annexation with respect to the property so annexed, but shall nevertheless be obligated to make full payment for the year during which such annexation becomes effective if the annexation becomes effective after January 1 st of said year. (b) In the event any municipality other than the City attempts to annex separately or in the event the creation of any new municipality shall be attempted so as to include within its limits any land which is the subject matter of this Agreement, City shall seek immediate legal relief against any such attempted annexation or incorporation and shall take such other legal steps as may be necessary or advisable under the circumstances with all cost of such action being borne by the City. 2. The City further agrees that during the term of this Agreement, there shall not be extended or enforced as to any land and property of Company within said City of Beaumont Industrial District, any rules, regulations, or any other actions: (a) seeking in any way to control the platting and subdivisions of land, (b) prescribing any buildings, electrical, plumbing or inspection standards or equipment, or (c) attempting to regulate or control in any way the conduct of Company's activities, facilities or personnel thereof. 3. It is understood and agreed that during the term of this Agreement or any renewals thereof, the City shall not be required to furnish any municipal services to Company's property located within the City of Beaumont Industrial District; provided, however, City agrees to furnish fire protection to Company should such protection be requested by Company in the event an unusual emergency situation occurs. 4. Should Company's properties be finally annexed by another City, this Agreement shall terminate at the end of the year in which such annexation occurs. SAAGENDA\AGENDA ITEM MEMOS\Lucite Intemational 2009-Final.doc 7 ARTICLE V TERMINATION It is agreed by the parties to this Agreement that only full, complete and faithful performance of the terms hereof shall satisfy the rights and obligations assumed by the parties and that, therefore, in addition to any action at law for damages which either party may have, Company may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of, or in conflict with, the terms of this Agreement and may obtain such other equitable relief, including specific performance of the Agreement and may exercise the right of offset, deduction or other remedies, as is necessary to enforce its rights. It is further agreed that should this Agreement be breached by Company, the City shall be entitled, in addition to any action at law for damages, to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights. ARTICLE VI AFFILIATES The benefits accruing to Company under this Agreement shall also extend to Company's "affiliates" and to any properties owned or acquired by said affiliates within the area owned by Company, and where reference is made herein to land, property and improvements owned by Company, that shall also include land, property and improvements owned by its affiliates. The word "affiliates" as used herein shall mean all companies with respect to which Company directly or indirectly, through one or more intermediaries at the time in question, owns or has the S:\AGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Rinal.doc power to exercise the control over fifty percent (50%) or more of the stock having the right to vote for the election of directors. ARTICLE VII TERM OF AGREEMENT The term of this Agreement shall be for seven (7) years, commencing January 1, 2009, and ending on December 31, 2015. ARTICLE VIII NOTICES Any notice provided for in this Contract, or which may otherwise be required by law shall be given in writing to the parties hereto at the addresses set forth below by certified mail, return receipt requested, and shall be deemed to have been duly served and received on the earlier of actual receipt or the second business day after the mailing thereof. TO CITY TO COMPANY City Manager Plant Manager City of Beaumont Lucite International, Inc. P. O. Box 3827 6350 N. Twin City Hwy Beaumont, Texas 77704 Nederland, Texas 77627 With copy to: Chief Financial Officer Tax Manager City of Beaumont Lucite International, Inc. P.O. Box 3827 7275 Goodlett Farms Prkwy Beaumont, Texas 77704 Cordova, Tennessee 38016 SAAGENDA\AGENDA ITEM MEMOS\Lucite International 2009-Final.doc 9 ARTICLE IX EXCLUSIONS 1. In determining the assessed value of the Company facilities there is to be excluded therefrom the value of any new plant facilities, replacement, modernization or additions that significantly increase the assessed value of Company's properties. "Significantly increase" shall be defined as an increase in assessed value of fifty percent (50%) or more above the prior year's assessed value of Company's properties excluding land. Any number of projects (whether new construction, replacement, modernization or additions) may be added together to determine whether they aggregate a significant increase in the assessed value of Company's properties so long as construction of each project begins within a single twelve (12) month period. This exclusion will be restricted to include only a new and distinct processing facility, replacement, modernization of or additions to present facilities, and shall not include the maintenance, reconditioning, upgrading, refurbishing or repairing of existing process facilities. The intent of this exclusion is to encourage major new capital investment within the extraterritorial environs of the City. Determination of qualifications for this exclusion shall be made by the City Manager upon petition by Company and presentation of all pertinent data. Company shall notify the City Manager of its intention to claim an exclusion at least one hundred twenty (120) days prior to the end of the calendar year prior to the year in which the exclusion will take place. Subject to the upper and lower limitations on payments set out in Article I 4 (b) hereof Company agrees that to whatever extent that the non-excluded plant's S:WGENDA\AGENDA ITEM MEMOS\Lucite International 2009-foal.doc assessed value on realty improvements is reduced for whatever reason (excepting from fire, explosion, or other casualty or accident or from any natural disaster), an equivalent amount (dollar for dollar) of assessed value on realty improvements of the excluded facilities shall be deemed for the purposes of this agreement to lose its exclusion for the current year and accordingly shall be deemed to be included in the non-excluded plant's total assessed value and payments shall be calculated and made by Company thereon to City for the subsequent year, however, in no event shall the offset exceed the fair market value of the realty improvements that would otherwise be excluded. Company agrees to provide the City Manager with all the information necessary for the City Manager to determine whether the expenditure by the Company is qualified for exclusion. The exclusion shall commence the first calendar year following the completion of construction and it shall be in the amount of 100% for the first, second and third years, 75% of value for the fourth and fifth years, and 50% of value for the sixth and seventh years. The exclusions provided by this Article shall survive the term of this Agreement and shall be included in any subsequent Industrial District Agreement between the parties or in an abatement agreement should the Company's property be annexed. It is the parties' intentions that any increases in value qualifying for exclusion should receive the benefits of exclusion for the full seven years after the completion of construction regardless of the number of years remaining in the term of this Agreement. 2. In determining the assessed value of the Company's facilities, there is also to be excluded therefrom the value of incomplete construction also known as construction in progress. This exclusion applies to new and distinct plant facilities, replacements, modernization of or S:\AGENDA\AGENDA ITEM MEMOS\Lucite Intemational 2009-Final.doc 11 additions to present facilities as specified in item (1) above, regardless of whether such will significantly increase the assessed values of Companies properties. 3. If a question arises relating to the exclusion amount, payment shall be made based on the last Certified assessed value, without the questioned exclusion. An adjustment to the payment, if any, shall be made following resolution of the question. The determination concerning whether a capital expenditure by Company is qualified for exclusion hereunder shall be made by the City Manager. Any appeal of the decision of the City Manager shall be made in writing to the City Council within fifteen (15) days of the decision of the Manager. The decision of the City Council shall be final. ARTICLE XI CONTINUATION If this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not affect the right of City to any payment made or accruing to City hereunder prior to such adjudication, and this provision is intended to be an independent and separable provision not to be affected by such adjudication. S:\AGENDA\AGENDA ITEM MEMOS\Lucite International 2009-f�al.doc IN WITNESS THEREOF, this Agreement, consisting of 13 pages, is executed in duplicate counterparts as of this day of 12008. CITY OF BEAUMONT, TEXAS By: Kyle Hayes City Manager ATTEST: Tina Broussard City Clerk LUCITE INTERNATIONAL, INC. By: ATTEST: SAAGENDA\AGENDA ITEM MEMOS\Lucite Intemational 2009-Final.doc 13 THE STATE OF TEXAS § COUNTY OF JEFFERSON § AGREEMENT This Agreement is made under the authority of Section 42.044 of the Texas Local Government Code. The parties to the Agreement are The City of Beaumont, a municipal corporation and a home-rule city located in Jefferson County, Texas, hereinafter called "CITY," and Lucite International, Inc., its parent, subsidiaries and affiliates, hereinafter called "COMPANY.'° PREAMBLE WHEREAS, Company leases land and owns improvements which are a part of the manufacturing, industrial, and refining facilities of said Company. The City has established an industrial district comprising a certain part of the extra-territorial jurisdiction of the City, such industrial district being known as the City of Beaumont Industrial District. WHEREAS, the Company recognizes the benefits of this Agreement and an obligation to contribute to the revenue needs of said City in an amount commensurate with the burdens placed upon the City and benefits derived by the Company by reason of being located immediately adjacent to said City. WHEREAS, the Company and the City desire to base the industrial district payment on assessed value to ensure equity among the companies. In view of the above and foregoing reasons, and in consideration of the mutual agreements herein contained, Company and City hereby agree as follows: G:Undustrial Contraets120091Lueite International 2009-Final.doc 1 ARTICLE I COMPANY'S OBLIGATION Annual Payment on Company's Property 1. Commencing with the calendar year 2009 and each calendar year thereafter for the duration of this Contract, the Company will pay the City a certain sum which will be computed on the assessed value of the Company's facilities property, real, personal, and mixed located on Company's land covered by this contract. (Herein "the properties") 2. By the term "Assessed Value" is meant the 100% valuation of the Lucite International, Inc. taxable properties, as determined by the Jefferson County Appraisal District for the previous tax year. "Assessed value" does not include (and such value shall be excluded from the provisions of this Agreement) the value, in whole or in part, of any property owned by Company, whether real, personal or mixed, which would not be subject to ad valorem taxation by the City pursuant to any current or future local, state or federal law, (whether by reason of exemption, exclusion, allocation, abatement or otherwise) if such property were located within the taxing jurisdiction of City. It is the intent of the parties to this Agreement that only the value of that property owned by Company which would otherwise be taxable by City if the property were located within the taxing jurisdiction of City is to be included in the calculation of payments to be made under this Agreement. 3. The term "assumed City taxes due" shall be calculated by the following formula: Assumed City Taxes Due: Assessed Value/ 100 X Current City Tax Rate=Assumed City Tax Due GAIndustrial Contracts12009\Lucite Intemational 2009-Final.doc 2 4. Payment Procedures The procedures for determining and making such payments shall be as follows: (a) The payment for 2009 shall be due and payable on or before February 1, 2009. The 2009 payment is calculated as follows: Assumed City Taxes Due: Assessed Value/ 100 X Current City Tax Rate=Assumed City Tax Due Year 1 80% of Assumed City Taxes Due = 2009 Payment Due Each October, the Chief Financial Officer shall obtain the most recent assessed values as set by the Jefferson County Appraisal District for the Company's properties, real, personal and mixed, having taxable situs within the areas described in this agreement; for example, in October, 2008, the 2008 assessed values shall be used for the February 1, 2009 payment. This assessed value less exclusions as described in Article 10 shall be used in the calculation of the payment. If the assessed values for the period required are in question and/or under litigation with the Jefferson County Appraisal District, payment shall be computed on the most recent certified values from the Jefferson County Appraisal District. The Company shall notify the City following resolution of the appraised value question and if the final resolution reduces the value of the Company's properties, the Company's liability hereunder shall be recalculated based on the final determination of value and City shall, within 30 days following such resolution refund G.Undustrial COntractQ0091L.ucite International 2009-Final.doc 3 to Company the difference between the amount actually paid hereunder and the amount for which Company is determined to be liable, together with interest thereon from the date of tender of payment by Company to the date of payment by City of such refund at the rate specified in Section 42.43 of the Texas Property Tax Code for interest on tax refunds. Should such final resolution increase the value of Company's properties, the Company's liabilities shall be recalculated based on the final determination of value and Company shall pay within 30 days following such resolution the increased amount due to the City under their agreement plus interest from the date such payment should have been made to City under their contract. Interest shall be calculated in accordance with the tax code provisions for interest as calculated in Section 42.43 of the Texas Property Tax Code. (b) After the assessed value of the Company's properties has been determined, the value of the property shall be calculated in accordance with the following schedule: The 2010 and 2011 payments shall be 80% of assumed City taxes due, except such payment shall not exceed or be less than the previous year's payment by more than 10%. The 2012 - 2015 payments shall be 75% of assumed City taxes due except the payment shall not exceed or be less than the previous year's payment by more than 7%. (c) City hereby agrees to bill Company for its payments due hereunder on or before January 1 each year. Company shall pay to City such amount billed on or before February 1 each year or within 30 days of the delivery of such bill, whichever is later. Upon receiving the final payment, the Finance Officer shall issue an official receipt of said City acknowledging full, timely, final and complete payment due by said Company to City for the property involved in this Agreement for the year in which such payment is made. If any annual payment is not made GAIndustrial Contracts120091Lucite Internationai 2009-Final.doc 4 on or before any due date, the same penalties, interest, reasonable attorneys' fees and costs of collection shall be recoverable by the City as would be collectible in the case of delinquent ad valorem taxes. Further, if payment is not made timely and Company fails to cure by making the payment due within thirty (30) days of written notice by the City, all payments which otherwise would have been paid to the City had Company been in the City limits of City will be recaptured for the year in which the payment was not timely made and paid to the City within 60 days after written notice by the City as set out herein that the payment is delinquent. ARTICLE II PROPERTY COVERED BY AGREEMENT This instrument will reflect the intention of the parties hereto that this instrument shall govern and affect the properties of Company (facilities, real, personal, and mixed) located on Company's real property as shown on records of the Jefferson County Appraisal District, which are within the extra-territorial jurisdiction of the City of Beaumont. It is the intent of the parties to this Agreement that only the value of that property owned by Company which would otherwise be taxable by City if the property were located within the taxing jurisdiction of City is to be included in the calculation of payments to be made under this Agreement. ARTICLE III SALE BY COMPANY (a) Sale by Company. Company shall notify City of any sale of any or all of Company's facilities to any person or entity. As to payments due under this Agreement, no such sale shall reduce the amount due the City under this Agreement until the purchaser of such facility has either assumed the Company's obligation under this Agreement or entered into a written GAIndustrial Contracts120091Lucite International 2009-Final.doc 5 agreement with the City assuming all obligations of Company in this Agreement. It is the intent of the parties that no sale of any of Company's facilities will affect the amount to be paid to the City under this Agreement. (b) Assignment.ment. Company shall have the right to assign, transfer or convey all, or any part of its rights, title and interest in this Agreement in connection with any transfer or conveyance of title to all or any part of the properties subject to this Agreement to any person or entity at any time during the term of this Agreement, provided, however, that Company shall provide City with written notice of such assignment. Company shall be relieved of its obligations under this Agreement to the extent that an assignee expressly assumes Company's obligations in a written instrument binding such assignee to the City. Subject to the preceding, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. ARTICLE IV CITY'S OBLIGATIONS 1. City agrees that it will not annex, attempt to annex or in any way cause or permit to be annexed any portion of lands or facilities or properties of said Company covered by this Agreement for the period of the agreement except as follows: (a) If the City determines that annexation of all or any part of the properties covered by this Agreement belonging to said Company is reasonably necessary to promote and protect the general health, safety and welfare of persons residing within or adjacent to the City, the City will notify Company in accordance with State law of the proposed annexation. In the event of such annexation, Company will not be required to make further payment under this Agreement for GAIndustrial Contracts12009%ucite International 2009-Final.doc 6 any calendar year commencing after such annexation with respect to the property so annexed, but shall nevertheless be obligated to make full payment for the year during which such annexation becomes effective if the annexation becomes effective after January 1 st of said year. (b) In the event any municipality other than the City attempts to annex separately or in the event the creation of any new municipality shall be attempted so as to include within its limits any land which is the subject matter of this Agreement, City shall seek immediate legal relief against any such attempted annexation or incorporation and shall take such other legal steps as may be necessary or advisable under the circumstances with all cost of such action being borne by the City. 2. The City further agrees that during the term of this Agreement, there shall not be extended or enforced as to any land and property of Company within said City of Beaumont Industrial District, any rules, regulations, or any other actions: (a) seeking in any way to control the platting and subdivisions of land, (b) prescribing any buildings, electrical, plumbing or inspection standards or equipment, or (c) attempting to regulate or control in any way the conduct of Company's activities, facilities or personnel thereof. 3. It is understood and agreed that during the term of this Agreement or any renewals thereof, the City shall not be required to furnish any municipal services to Company's property located within the City of Beaumont Industrial District; provided, however, City agrees to furnish fire protection to Company should such protection be requested by Company in the event an unusual emergency situation occurs. 4. Should Company's properties be finally annexed by another City, this Agreement shall terminate at the end of the year in which such annexation occurs. G:\Industrial Contract9\2009\1-ucite International 2009-Finai.doc 7 ARTICLE V TERMINATION It is agreed by the parties to this Agreement that only full, complete and faithful performance mance of the terms hereof shall satisfy the rights and obligations assumed by the parties and that, therefore, in addition to any action at law for damages which either party may have, Company may enjoin the enactment or enforcement of any ordinance or charter amendment in violation of, or in conflict with, the terms of this Agreement and may obtain such other equitable relief, including specific performance of the Agreement and may exercise the right of offset, deduction or other remedies, as is necessary to enforce its rights. It is further agreed that should this Agreement be breached by Company, the City shall be entitled, in addition to any action at law for damages, to obtain specific performance of this Agreement and such other equitable relief necessary to enforce its rights. ARTICLE VI AFFILIATES The benefits accruing to Company under this Agreement shall also extend to Company's "affiliates" and to any properties owned or acquired by said affiliates within the area owned by Company, and where reference is made herein to land, property and improvements owned by Company, that shall also include land, property and improvements owned by its affiliates. The word "affiliates" as used herein shall mean all companies with respect to which Company directly or indirectly, through one or more intermediaries at the time in question, owns or has the GAIndustrial COntracts\20091Lucite International 2009-Final.doc 8 power to exercise the control over fifty percent (50%) or more of the stock having the right to vote for the election of directors. ARTICLE VII TERM OF AGREEMENT The term of this Agreement shall be for seven (7) years, commencing January 1, 2009, and ending on December 31, 2015. ARTICLE VIII NOTICES Any notice provided for in this Contract, or which may otherwise be required by law shall be given in writing to the parties hereto at the addresses set forth below by certified mail, return receipt requested, and shall be deemed to have been duly served and received on the earlier of actual receipt or the second business day after the mailing thereof TO CITY TO COMPANY City Manager Plant Manager City of Beaumont Lucite International, Inc. P. O. Box 3827 6350 N. Twin City Hwy Beaumont, Texas 77704 Nederland, Texas 77627 With copy to: Chief Financial Officer Tax Manager City of Beaumont Lucite International, Inc. P.O. Box 3827 7275 Goodlett Farms Prkwy Beaumont, Texas 77704 Cordova, Tennessee 38016 GAIndustrial COntracts\2009\Lucite International 2009-Final.doe 9 ARTICLE IX EXCLUSIONS 1. In determining the assessed value of the Company facilities there is to be excluded therefrom the value of any new plant facilities, replacement, modernization or additions that significantly increase the assessed value of Company's properties. "Significantly increase" shall be defined as an increase in assessed value of fifty percent (50%) or more above the prior year's assessed value of Company's properties excluding land. Any number of projects (whether new construction, replacement, modernization or additions) may be added together to determine whether they aggregate a significant increase in the assessed value of Company's properties so long as construction of each project begins within a single twelve (12) month period. This exclusion will be restricted to include only a new and distinct processing facility, replacement, modernization of or additions to present facilities, and shall not include the maintenance, reconditioning, upgrading, refurbishing or repairing of existing process facilities. The intent of this exclusion is to encourage major new capital investment within the extraterritorial environs of the City. Determination of qualifications for this exclusion shall be made by the City Manager upon petition by Company and presentation of all pertinent data. Company shall notify the City Manager of its intention to claim an exclusion at least one hundred twenty (120) days prior to the end of the calendar year prior to the year in which the exclusion will take place. Subject to the upper and lower limitations on payments set out in Article I 4 (b) hereof Company agrees that to whatever extent that the non-excluded plant's assessed value on realty improvements is reduced for whatever reason (excepting from fire, explosion, or other casualty or accident or from any natural disaster), an equivalent amount G:\industrial Contracts\2009\Lucite International 2009-Final.docl0 (dollar for dollar) of assessed value on realty improvements of the excluded facilities shall be deemed for the purposes of this agreement to lose its exclusion for the current year and accordingly shall be deemed to be included in the non-excluded plant's total assessed value and payments shall be calculated and made by Company thereon to City for the subsequent year, however, in no event shall the offset exceed the fair market value of the realty improvements that would otherwise be excluded. Company agrees to provide the City Manager with all the information necessary for the City Manager to determine whether the expenditure by the Company is qualified for exclusion. The exclusion shall commence the first calendar year following the completion of construction and it shall be in the amount of 100% for the first, second and third years, 75% of value for the fourth and fifth years, and 50% of value for the sixth and seventh years. The exclusions provided by this Article shall survive the term of this Agreement and shall be included in any subsequent Industrial District Agreement between the parties or in an abatement agreement should the Company's property be annexed. It is the parties' intentions that any increases in value qualifying for exclusion should receive the benefits of exclusion for the full seven years after the completion of construction regardless of the number of years remaining in the term of this Agreement. 2. In determining the assessed value of the Company's facilities, there is also to be excluded therefrom the value of incomplete construction also known as construction in progress. This exclusion applies to new and distinct plant facilities, replacements, modernization of or additions to present facilities as specified in item (1) above, regardless of whether such will significantly increase the assessed values of Companies properties. G:\Industrial Contracts\2009Tucite International 2009-Final.doc 11 3. If a question arises relating to the exclusion amount, payment shall be made based on the last Certified assessed value, without the questioned exclusion. An adjustment to the payment, if any, shall be made following resolution of the question. The determination concerning whether a capital expenditure by Company is qualified for exclusion hereunder shall be made by the City Manager. Any appeal of the decision of the City Manager shall be made in writing to the City Council within fifteen(15) days of the decision of the Manager. The decision of the City Council shall be final. ARTICLE XI CONTINUATION If this Agreement shall be held invalid by any court of competent jurisdiction, such holding shall not affect the right of City to any payment made or accruing to City hereunder prior to such adjudication, and this provision is intended to be an independent and separable provision not to be affected by such adjudication. G:1lndustrlal contracts12009NLucite International 2009-Finai.docl2 IN WITNESS THEREOF,this Agreement, consisting of 13 pages, is executed in duplicate counterparts as of this 3o it day of 1)&-e i- , 2008. CITY OF BEAUMONT, TEXAS B . < l � Y, Kyle Hayes City Manager r-A . L, nA'lm a A ST: Tina Broussard City Clerk s���s�����`` �=~ t 1111 LUCITE INTERNATIONAL, INC. Ill By: dw ,11"" \`\\\\lilllllllll!/// c1 L LA YCoUN !t 0-:1lndustrial C 0ntracts\2009U ucite International 2009-Final.doc 1.3