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Res 073-2011 8/16/2011
RESOLUTION NO. 73-2011 Resolution Approving A Third Generation Non-Annexation Agreement With Plains Pipeline, Limited Partnership, Guaranteeing Its Immunity From Annexation For A Period Of 13 Years Beginning Retroactively To January 1, 2008 WHEREAS, the City of Wichita Falls entered into a second generation non-annexation agreement with Plains Pipeline, L.P., (formerly Equilon Pipeline) for a period of seven years from January 1 , 2001 ; and WHEREAS, the City of Wichita Falls desires to enter into a third generation non- annexation agreement with Plains Pipeline, L.P. for a period of thirteen years from January 1, 2008. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is hereby authorized to enter into a Non-Annexation Contract with Plains Pipeline, L.P., a copy of which is attached hereto, whereby the City guarantees the extraterritorial status of property used by Plains Pipeline and its immunity from annexation by the City for a period of 13 years from January 1 , 2008, with such changes to the agreement, (including reductions in term & changes to initiation date), as are approved by the City Attorney. PASSED AND APPROVED this the 16th day of August, 2011 . MAYOR ATTEST: City Clerk STATE OF TEXAS § COUNTY OF WICHITA § Non-Annexation Contract with Plains Pipeline, L.P. (for approximately 134 acres of property at&around 2100 block of Harding Street) This contract made and entered into by and between the City of Wichita Falls, Texas, a municipal corporation, hereinafter called "City", and Plains Pipeline, L.P., a Texas limited partnership, hereinafter called "Plains". WITNESSETH: WHEREAS, Plains is the owner of a certain tract of land hereinafter called "Subject Property", located in Wichita County, Texas, said land being more fully described in Exhibit A, which is attached hereto and incorporated herein, and which land is located within the City's extraterritorial jurisdiction; WHEREAS, the City Council has, by Resolution No. 29-93, designated Subject Property as an industrial district; WHEREAS, the City Council previously approved a second-generation non- annexation agreement with Equilon Pipeline Company, L.L.C. on Subject Property, which expired on December 31, 2008; and WHEREAS, Basin Pipeline Holdings, L.P. succeeded Equilon Pipeline Company, L.L.C. in the interest of Subject Property. WHEREAS, Plains Pipeline, L.P. succeeded Basin Pipeline Holdings, L.P. in the interest of Subject Property, see attached Certificate of Merger filed in the Official Public Records of Ector County, Texas in Volume 2314 Page 959, attached hereto and made a part hereof. NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained to be performed by the parties hereto, City and Plains do hereby agree as follows: N:1MGB\L4723-City of Wichita Fails-Non Annexation AgreemenitContract All American 11-07-06-1 Ldoc 2 1. City guarantees the continuation of the extraterritorial status of Subject Property, and its immunity from annexation by the City, for a period of twelve (12) years from January 1, 2009. 2. In years 2009, 2010, and 2011 of this agreement, City will furnish water service to Plains on Subject Property at rates equal to 175% of the rates charged to users located within the City limits. In all subsequent years of this agreement, City will furnish water service to Plains on Subject Property at rates equal to 100% of the rates charged to users located within the City limits throughout the term of this contract. These services shall be subject to the ordinances of the City presently existing and as may be hereinafter amended and shall include the prohibition of sale or supply of water by Plains to any other tract of land or premise in violation of Section 32-25 of the Wichita Falls Code of Ordinances. Any such existing sale or supply of water by Plains shall cease upon execution of this contract. 3. City will furnish fire protection services to Plains on Subject Property throughout the term of this contract. Plains shall provide fire protection standards as required by the City. 4. Plains shall not allow the sale of fireworks on Subject Property. 5. Plains will pay to the City each year during 2009 and 2010 of this contract, as payment in lieu of all taxes, an amount in cash, or cash equivalents acceptable to City, equal to 40% of the amount that its normal City taxes would have been for that year had it been within the City limits. In 2011, the payment in lieu of tax shall be 75% of the amount that its normal City taxes would have been for that year had it been within the City limits. In 2012, 2013 and 2014, the payment in lieu of tax shall be 80% of the amount that its normal City taxes would have N:1MGB\L4723-City of Wichita Falls-Non Annexation AgreementContract All American 11-07-06-1 l.doc 3 been for that year had it been within the City limits. In all remaining years of the agreement, the payment in lieu of tax shall be 85% of the amount that its normal City taxes would have been for that year had it been within the City limits. Each annual payment shall be made within thirty (30) days after the receipt by Plains of the bills therefore. The appraised value of the land, buildings and other improvements, machinery, equipment, inventory, and other personal property shall be determined by the Wichita County Appraisal District each year as set forth in the Texas Property Tax Code, as amended. 6. In the event that Plains should breach any of the provisions of this contract, and it fails to remedy such breach within 30 days after having been notified in writing by City to do so, then City shall have the right to terminate this contract, and to proceed to annex Subject Property, provided that City shall not have the right to terminate this contract if Plains has in good faith disputed any alleged breach. 7. The City may initiate proceedings to annex Subject Property into the City limits early enough to be able to complete such proceedings by December 31, 2020, and Subject Property will be included on the tax rolls of the City on January, 1 2021. City plans to notify Plains in writing 30 days prior to initiating such proceedings, but failure to send such notification shall not invalidate such proceedings. Plains consents to any such annexation in the final year of this agreement and, upon the City's request in the final year hereof, will provide the City with a Petition for Annexation that complies with Texas' pre-requisites for voluntary annexation. Unless either party sends a notice of non-renewal to the other party at least 120 days prior to the expiration of the agreement, if the City fails to complete the annexation of the Subject Property in the final year of this agreement, then the rights and duties pursuant to this contract, including the N:IMG131L4723-City of Wichita falls-Non Annexation AgreemenAContract All American 11-07-06-1 Ldoc 4 duty of the payment in lieu of all taxes, shall be considered to be automatically renewed for an additional year. In the event of such an annual renewal, the City may initiate and/or complete annexation proceedings during any year of renewal. 8. This contract shall be effective January 1, 2009. 9. Nothing in this contract shall limit or in any way restrict Plains' ability to appeal any appraisal made by the Wichita County Appraisal District. This contract shall inure to the benefit of Plains' assigns or successors in interest to Subject Property. 10. This contract repeals and replaces any previous non-annexation agreement concerning the Subject Property. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized officers on this the day of 12011. City of Wichita Falls Plains Pipeline, L.P. By: Plains Marketing GP Inc., Its General Partner By: By: Darron Leiker, City Manager Mark J. Gorman, Sr. Vice President ATTEST: ATTEST: City Clerk N:\MGB\L4723-City of Wichita Falls-Non Annexation AgrccmenttiContract All American 11-07-06-1 Ldoe 5 APPROVED AS TO FORM: City Attorney EXHIBIT A A tract of land out of Wichita County, being 133A acres, more or less, out of the O'Bannon 1,000 acre tract out of the Cherokee County School Land, Abstract No. 33, described by metes and bounds as follows, to-wit: BEGINNING at the Southeast corner of Petrolia Gardens, Unit One; THENCE North 2,596.7 feet to a corner; THENCE North 89' 57' East 2,624 feet to a corner; THENCE South 00 12' West 1,324.7 feet to a corner; THENCE South 88" 44' West 788.3 feet to a corner; THENCE South 00 12' West 1,272 feet to a corner; THENCE South 880 44' West 1,835.7-feetto the Place of Beginning. Grantor reserves all mineral rights in and under said land, together with the right of ingress and egress. N:\MGl3\L4723-C4 of Wichita Falls-Non Annexation AgreemenftContract All American 11-07-06-1 l.doc 8 �d\ < : HA le gaACONTRACTS.QUESsa:m 11emlma+,annexa e,Ag esy+ar»PlainsWonanneee,Agtsa emr line+3ngs G; 2009-00001378 OPR Vol: 2314 P: 959 Filed 02/02/2009 04:20:39 PM Pages: 4 CTF Linda Haney-County Clenk,Cctor County, TX Defaware PAGE 1 9 e .first,Mate I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HERESY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "BASIN PIPELINE HOLDINGS, L.P. ", A DELAWARE LIMITED PARTNERSHIP, WITH AND INTO "PLAINS PIPELINE, L.P. " UNDER THE NAME OF "PLAINS PIPELINE, L.P. ", A LIMITED PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF TEXAS, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY—FIRST DAY OF DECEMBER, A.D. 2008, AT 9:50 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS TIIE FIRST DAY OF JANUARY, A.D. 2009. a a 's Harriet Smith Windsor.Secretary of State 4641101 8100M p°ao o AUTHENTICATION: 7060339 081242416 Awr DATE: 01-05-09 You may verify this corti;tiaate online of Corp.dejaware.gov/outhrer.shtm2 i State of Delawas:e Searetary of state Division oA rMa30TL9 9:50Delives0d 0 rP12 008 FXXXD 09:50 AN 1213112008 SRV 081242416 - 3548191 FT19 E i CERTIFICATE OF MERGER i of BASIN PIPELINE HOLDINGS,L.P. a Delaware limited partnership with and into PLAINS PIPELINE,L.P. I a Texas iirniled partnership The undersigned, desiring to merge Basin Pipeline Holdings, L.P. a Delaware limited partnership (`Basin") with and into Plains Pipeline, L.P., a 'Texas limited partnership("Plains Pipeline,"and together with Basin,the"Merging Entities'?,pursuant to Chapter 10 of the Texas Business Organizations Code and pursuant to Title 6, Section 17-211 of the Delaware Revised Uniform Limited Partnership Act, do hereby certify as follows: I, The name, type of entity and state of organization of each Merging Entity are as follows- Name Type of Entity State of Organization I • Basin Pipeline Holdings,L.P. limited partnership Delaware ! {Delaware file No.3548191) Plains Pipeline,L.P. limited partnership Texas (Texas File No, 11400110) 2. The name of the surviving entity shall be Plains Pipeline, L.P., and its state of formation is Texas. 3. An Agreement and PIan of Merger (the 'Merger Agreement') has been approved, executed and authorized by each of the Merging Entities as required by the laws of the States of Texas and Delaware and by the governing documents of each of the Merging Entities. 4. No amendments to the Certificate of Urnited Partnership of Plains Pipeline are effected by the merger. S. An executed copy of the Merger Agreement is on file at the principal place of business of Plains Pipeline, and the address thereof is 333 Clay Street, Suite 1600,Houston,Texas 77002. 6. A copy of the Merger Agreement will be furnished by Plains Pipeline, upon request and without cost, to any partner of Basin or Plains Pipeline. L1wpr lr RsavdfVW.P.pd*m Hd"paL U102-SaslrtLP.PPIP MZ1W•TX-DEL-CoAawte ofMom-III.00C PAA:UW_COM 2023310 e i 7. Plains Pipeline shall be responsible for the payment of all fees and franchise taxes of Basin and shell be obligated to pay such fees and franchise taxes if such fees and franoWse taxes are not timely paid. 8. Plains Pipeline agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of Basin, irrevocably appointing the Secretary of State of Delaware as its agent to accept service of process in any such action,suit or proceeding and the address to which a copy of such process shall be mailed to it by the Secretary of State of Delaware is Plains Pipeline, L.P., Attention: Lawrence J. Dreyfuss, 333 Clay Street, Suite 1600, Houston, 3 Texas 77002. 9. The effective date of the merger shall be January 1,2009.. 10. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. IN WITNESS WHEREOF, the pasties hereto have caused this Certificate of Merger to be executed on this L!3 day of December,2008. BASIN PIPELINE HOLDINGS,L.P. PLAINS PIPELINE,L.P. By. Basin Holdings GP LLC, By: Plains Marketing GP Inc., its general partner its general partner j By: Plains Pipeline,L.P.,its sole member By: Plains Marketing GP Inc., its general p er By: By Name: Tiinjkoora Name: Tim Moore Title: Vice President Title: Vice President After Recording Please Return to: Plains Pipeline,L.P. Attn:Terry L.Calk P©Box 4648 Houston,Texas 772104648 t'M'UW COM.3627.7y