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Res 085-2017 6/6/2017 Resolution No. _85-2017_ Resolution approving a non-annexation agreement with 8600 Central Venture, LLC, guaranteeing its immunity from annexation for a period of five years beginning January 1, 2017 WHEREAS, the City of Wichita Falls is currently providing water/sewer/sanitation and fire response services to the industrial property at 8600 Central Freeway for the industry known as AMFUEL ; and, WHEREAS, whereas this property has been subject to a non -annexation for decades when the property was used f or General Motors, Delphi, YTO, and Natural World; and WHEREAS, the City’s water service policy adopted in 1989 provides that service to industrial customers outside the City limits should be subject to a non -annexation agreement to ensure proper develop ment on the periphery of the city limits in our extra territorial jurisdiction. 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 agreement with 8600 Central Venture, LLC (property owners of facilities at 8600 Central Expressway) effective retroactively to January 1, 201 7, a copy of which is attached hereto. PASSED AND APPROVED this the 6th day of June, 2017. ______________________________ M A Y O R ATTEST: ___________________ City Clerk STATE OF TEXAS § COUNTY OF WICHITA § NON-ANNEXATION CONTRACT WITH 8600 CENTRAL VENTURE LLC This contract is made and entered into b y and between the City of Wichita Falls, Texas, a municipal corporation, hereinafter called "City," and, 8600 Central Venture LLC hereinafter called "8600 Central Venture". WHEREAS, 8600 Central Venture is the owner of a certain tract of land containing 100 acres, more or less, hereinafter called "Subject Property," out of the S.T. Bell Survey, A-634 and the H.G. Horn Survey, A-100, Wichita County, Texas, which is more fully described by metes and bounds in Exhibit A attached hereto and incorporated herein, and which land is located within City's extraterritorial jurisdiction; and, WHEREAS, the City Council of City did, by Resolution No. 2003, designate Subject Property as an industrial district. NOW, THEREFORE, for and in consideration of the mutual cove nants hereinafter contained to be performed by the parties hereto, City and 8600 Central Venture do hereby agree as follows: 1. City guarantees the continuation of the extraterritorial status of Subject Property and its immunity from annexation by City for a period of 5 years from January 1, 2017. 2. City will furnish water, sewer and sanitation disposal services to 8600 Central Venture on Subject Property at rates equal to 100% of the rates charged users located within the City limits throughout the term of this contract. These services shall be subject to the ordinances of City existing and as may be hereinafter amended. 3. City will furnish fire protection service to Subject Property. 4. 8600 Central Venture shall not allow the sale of fireworks on Subject Property. 5. 8600 Central Venture will pay to City each year during the 5 years of this contract, as payment in lieu of taxes, an amount in cash, or cash equivalents acceptable to City, equal to 25% of the amount that the City taxes for all real and personal property located on the Subject Property (regardless of ownership) would have been that year had the Subject Property been in the City limits. The appraised value of the land, buildings, and other improvements, machinery, equipment, inventory, and other personal p roperty shall be determined by the Wichita County Appraisal District each year as set forth in the Texas Property Tax Code, as amended. Each annual payment shall be billed by the City between October and December of each year and shall be due and payable by the end of that calendar year. More specifically, the first of five PILOT payments will be due on December 31, 2017 for the 2017 tax year and the fifth PILOT payment will be due on December 31, 2021 for the 2021 tax year. 6. 8600 Central Venture shall dispose of all the municipal and industrial solid waste (but not hazardous waste, Class I industrial waste, or type of waste that is not permitted by the TCEQ to be disposed at the City’s landfill) that is being removed from the Subject Property for disposal at a landfill (“the landfill”) owned and operated by the City. 8600 Central Venture shall use no other landfill for the disposal of its municipal and industrial solid waste during the term of this contract (except for hazardous waste, Class I industrial wa ste, or type of waste that is not permitted by the TCEQ to be disposed at the City’s landfill), but is free to reuse, recycle or reclaim its waste. 7. 8600 Central Venture shall be required to obtain a building permit from the City for any building improvements proposed on Subject Property. The City shall waive the building permit fee for this new construction. 8. Prior to any assignment of this contract, or any sale or lease of Subject Property or any part thereof, 8600 Central Venture shall secure the written consent of City in connection with the retention by any assignee of the provisions of this contract. No consent shall be required for any mortgage or collateral assignment in connection with financing the purchase or construction of improvements located on Subject Property. Prior to any construction of substantial improvements on Subject Property for use other than purposes relating to existing use, 8600 Central Venture shall secure the prior written consent of City in order to retain the status for such improvements contained in this Agreement. Upon the failure to obtain prior written consent as required in this paragraph, City may at its option, terminate the provisions of this Agreement as the same affect Subject Property. Such prior written consent shall not be unreasonably withheld so long as any such assignment, sale, lease or construction is consistent with the purposes of non -annexation policies of City. This contract shall be binding upon and inure to the benefit of the successors and assigns (as permitted) of each party hereto. 9. In the event 8600 Central Venture should breach any of the provisions of this contract, and fail 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 annex the Subject Property, obtain a judgment for the amount of any delinquent payment in lieu of taxes, and require specific performance of the terms of this agreement. 10. If the City does not elect to annex the Subject Property, a subsequent Non-Annexation Agreement may be negotiated for another 5 years with the PILOT being equal to 40% of what the taxes would be if the property was located within the City limits. If this agreement is not renewed, the City shall have the right to initiate proceedings to annex Subject Property within the City limits early enough to be able to complete such proceedings by December 31, 2021, and Subject Property is expected to be included on the tax rolls of City on January 1, 2022. If the City notifies 8600 Central Ventu re on or before February 28, 2021 that it does not intend to renew this Non-Annexation Agreement, then 8600 Central Venture shall file a request for voluntary annexation of the Subject Property on or before March 31, 2021. 11. The City shall additionally have the right to annex the Subject Property if the property ceases to be used in active manufacturing operations at any time after May 2, 2017 or if 8600 Central Venture fails to comply with any requirements of any agreements or notes executed with the City of Wichita Falls or the Wichita Falls Economic Development Corporation. 12. This contract shall be effective as of January 1, 2017. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized officers on this the _____ day of _____________, 2017. CITY OF WICHITA FALLS By: _________________________ Darron Leiker, City Manager ATTEST: _______________________ City Clerk APPROVED AS TO FORM: _______________________ City Attorney 8600 CENTRAL VENTURE, LLC By: _______________________________ ATTEST: ________________________ STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on this _____ day of ________________, 2017, by Darron Leiker, City Manager of the City of Wichita Falls, a Texas municipal corporation, on behalf of said corporation. _____________________________ (seal) Notary Public STATE OF TEXAS § COUNTY OF WICHITA § This instrument was acknowledged before me on this _____ day of ________________, 2017, by ______________________________, _______________________________ of ____________________________________, on behalf of said limited liability company. _____________________________ (seal) Notary Public Exhibit A A tract of land in Wichita County, Texas, bei ng all of Block 1, North Industrial District, an addition to Wichita County, Texas, as shown on that plat of record in Volume 3, Page 190-B and 191-A of the Wichita County Plat Records and being more specifically described by metes and bounds as follows: BEGINNING at an iron rod for the southeast corner of Block 1, North Industrial District, and being at the intersection of the West right of way line of the Missouri -Kansas-Texas Railroad (now operated by the Wichita -Tillman-Jackson Railroad) with the north right- of-way line of East Road; THENCE along the north right of way line of East Road and along the south line of said Block 1, North 8957'29" West a distance of 2797.78 feet to a “PK” nail at a fence corner for the southwest corner of said Block 1; THENCE along the west line of said Block 1, North 00 00'29" East a distance of 1645.76 feet to a 3” pipe fence corner post for the northwest corner of said Block 1; THENCE along the north line of said Block 1, South 89 56'20" East a distance of 2344.35 feet to “PK” nail found at a fence corner in the west right -of-way line of the Missouri -Kansas-Texas Railroad for the northeast corner of said Block 1; THENCE along the east line of said Block 1 and the west line of said railroad, South 1524'00" East a distance of 1706.58 feet to the PLACE OF BEGINNING and containing 97.113 acres of land more or less.