HomeMy WebLinkAboutPR 24564: IDA WITH BASF CORPORATION (2018-2027) APPROVED BY RES 17-351, TO BASF AGRICULTURAL SOLUTIONS US LLC. P. R. No. 24564
09/30/25 ht
RESOLUTION NO.
A RESOLUTION GRANTING CONSENT TO THE ASSIGNMENT OF THE
INDUSTRIAL DISTRICT AGREEMENT(IDA),BETWEEN THE CITY OF
PORT ARTHUR AND BASF CORPORATION(2018-2027),APPROVED BY
RESOLUTION NO. 17-351, TO BASF AGRICULTURAL SOLUTIONS US
LLC.
WHEREAS, the City of Port Arthur received a letter from BASF Corporation, dated
October 15,2025,attached hereto as Exhibit"A",requesting the City's consent to the assignment of
the Industrial District Agreement (IDA) between the City of Port Arthur and BASF Corporation
(2018-2027), approved by Resolution 17-351; and
WHEREAS, BASF Corporation is transitioning its agricultural products business to its
affiliated subsidiary, BASF Agricultural Solutions US LLC, which will be owned by BASF
Corporation; and
WHEREAS,pursuant to Section 14 of the IDA,BASF Corporation seeks the consent of the
City Council of the City of Port Arthur to effectuate the assignment by duly adopted resolution;and
WHEREAS,BASF Agricultural Solutions US LLC has agreed to operate the Facility as a
reasonably prudent operator,to act as a good corporate citizen,and to assume and abide by all terms
of the Agreement; and
WHEREAS,BASF Agricultural Solutions US LLC will assume all rights,responsibilities,
and obligations of the Property Owner under the Agreement.
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR,TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the request of BASF Corporation for a Consent to the Assignment of the
Industrial District Agreement(IDA)to BASF Agricultural Solutions US LLC,as delineated in the
letter attached hereto as Exhibit"A", is hereby approved.
Section 3. That BASF Agricultural Solutions US LLC shall assume all rights,
responsibilities and obligations of BASF Corporation under the IDA.
Section 4. That the City Council hereby authorizes the City Manager to execute the
Consent to Assignment in Exhibit"A"to approve the consent and assignment.
Section 5. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ,ADOPTED AND APPROVED on this day of ,A.D.,2025,
at a Meeting of the City Council of the City of Port Arthur, Texas,by the following vote:
!'r,
AYES:Mayor:
Councilmembers:
NOES:
CITY OF PORT ARTHUR:
Charlotte M. Moses,
Mayor
ATTEST:
Sherri Bellard,
City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo,
City Attorney
APPRO AkOR ADMINISTRATION:
Cer-
Ronal iIr�1'r" PM,
City M. •.ger
EXHIBIT "A"
BASF Corporation
100 Park Avenue
Florham Park,New Jersey 07932
Telephone:(862)260-5837
Facsimile: 973-245-6769
® 1. BASF E-Mail: paul.andersen@basf.com
We create chemistry
October 15, 2025
Via Overnight Mail
Mr.Ronald Burton, CPM
City Manager
City of Port Arthur 444 4th St.
Port Arthur, TX 77640
RE: Request for Consent to Assignment of Industrial District Agreement between
the City of Port Arthur and BASF Corporation having an effective date of
January 1, 2018, by BASF Corporation
Dear Mr. Burton:
Please accept this notice that BASF Corporation ("BASF") will transition its agricultural
products business to its affiliated subsidiary BASF Agricultural Solutions US LLC,which will be
owned by BASF Corporation. The proposed transition is intended to be effective November 1,
2025. As part of that transition, BASF Corporation will assign agreements to BASF Agricultural
Solutions US LLC that are related to this business. BASF Corporation's Industrial District
Agreement with the City of Port Arthur effective on January 1,2018, ("the Agreement") is related
to the business that will be transitioned to BASF Agricultural Solutions US LLC. Therefore,
BASF Corporation is requesting the City's consent to this assignment.
Section 14 of the Agreement addresses assignment. Section 14 states:
If the Property Owner desires to assign all or a portion of this Agreement to any
person, the Property Owner shall provide written notice of such assignment to the
City and shall receive the written consent of the City Council, by a duly adopted
Resolution, which will not be unreasonably withheld, delayed or conditioned. The
Property Owner shall provide a description of the assignee and such other
information as is reasonably requested by the City to indicate that the assignee will
operate the Facility as a reasonably prudent operator, act as a good corporate
citizen, and will fully abide by the terms of this Agreement. If the assignment is
approved by the City Council, the Property Owner shall be relieved of its
obligations under this Agreement to the extent that an assignee expressly assumes
the Property Owner's obligations hereunder. Subject to the preceding, this
Agreement shall inure to the benefit of and be binding upon the parties hereto and
its respective successors and assigns.
BASF Corporation
100 Park Avenue
Florham Park,New Jersey 07932
Telephone:(862)260-5837
Facsimile: 973-245-6769
® BASF E-Mail: paul.andersen@basf.com
We create chemistry
Enclosed is the proposed assignment agreement between BASF and BASF Agricultural
Solutions US LLC to assign the Agreement. In the assignment agreement, BASF Agricultural
Solutions US, LLC agrees it will operate the Facility as a reasonably prudent operator, act as a
good corporate citizen, and will fully abide by the terms of this Agreement, as stated in Section 14
of the Agreement. BASF Agricultural Solutions US, LLC will assume all rights,responsibilities,
and obligations as the Property Owner under the Agreement.
Pursuant to Section 14 of the Agreement, BASF requests that the City adopt a resolution
consenting to this assignment and provide BASF with either a copy of that resolution and/or the
executed proposed form of Consent to the assignment. If you have any questions or require further
information,please do not hesitate to contact me. Thank you for your attention to this matter.
On behalf of BASF Corporation,
/s/Paul Andersen
Paul Andersen
Assistant General Counsel
Enclosure
Cc: Via Overnight Mail with Enclosure
Roxann Pais Cotroneo
City Attorney
City of Port Arthur
444 4th St.
Port Arthur, TX 77640
I
CONSENT TO ASSIGNMENT OF INDUSTRIAL DISTRICT AGREEMENT
THIS CONSENT TO ASSIGNMENT of Industrial District Agreement (this "Consent")
2025, bythe Cityof Port Arthur ("City") to the assignment
is made as of g
set forth herein by and between BASF Corporation ("BASF"), a Delaware corporation, and its
affiliate BASF Agricultural Solutions US LLC as set forth herein.
WHEREAS, the City and BASF entered into that certain Industrial District Agreement
having an effective date of January 1, 2018, ("the Agreement").
WHEREAS, Section 14 of the Agreement permits BASF to assign the Agreement to any
person if BASF provides written notice to the City of such assignment and shall receive the written
consent of the City Council, by a duly adopted Resolution, which will not be unreasonably
withheld, delayed or conditioned.
WHEREAS, BASF seeks the consent of the City to BASF's assignment of the Agreement
to its affiliate and subsidiary BASF Agricultural Solutions US LLC that shall be effective on
November 1, 2025.
NOW, THEREFORE, the City hereby consents to BASF's assignment of the Agreement
to BASF Agricultural Solutions US LLC as set forth in Exhibit A attached hereto. After the
assignment of the Agreement, the City will look solely to BASF Agricultural Solutions US LLC
for performance under the Agreement.
City of Port Arthur
By:
Name:
Title:
Date:
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made
and entered into as of November 1, 2025, by and between BASF CORPORATION, a Delaware
corporation("Assignor"), and BASF Agricultural Solutions US LLC ("Assignee"). Assignor and
Assignee may be referred to as a"Party"in the singular or"Parties" in the collective.
1. For and in consideration of the covenants and agreements herein made by Assignor
and Assignee, and for other good and valuable consideration,the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby assigns, transfers and sets over unto Assignee all of
Assignor's right, title and interest, in and to that certain Industrial District Agreement between
BASF Corporation and the City of Port Authur,Texas described on Exhibit A attached hereto and
made a part hereof and any amendments thereto (collectively,the "Agreement").
2. Assignee hereby accepts the assignment and transfer made by Assignor pursuant to
Paragraph 1 hereof, and in consideration of such assignment, hereby assumes and agrees to
perform and observe all of the covenants, agreements and obligations of Assignor under the
Agreement and any related documents to the extent arising and to be performed and observed from
and after the date hereof.
3. Additionally, Assignee will operate the Facility under the Agreement as a
reasonably prudent operator, act as a good corporate citizen, and will fully abide by the terms of
the Agreement.
4. The parties agree that that Assignee shall be solely responsible for the performance
obligations of the "Property Owner" under the Agreement and that Assignor shall be relieved of
any and all obligations under the Agreement.
5. This Assignment's effective date("Effective Date") shall be November 1, 2025
6. Assignor and Assignee each agree that it will, at any time and from time to time
upon written request therefor, execute and deliver to the other such documents as may be
reasonably requested in order to implement and give effect to this Assignment.
7. This Assignment shall extend to, be binding upon and inure to the benefit of
Assignor and Assignee and their respective successors and assigns.
8. This Assignment shall be governed by and construed in accordance with the laws
of the State of Texas.
9. This Assignment may be executed in two or more counterparts,each of which shall
be deemed an original and all of which together shall constitute and be taken as one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto caused this Assignment and Assumption
Agreement to be duly signed as of the day and year first above written.
ASSIGNOR:
BASF Corporation
By:
Print Name:
Title:
Date:
ASSIGNEE:
BASF Agricultural Solutions US LLC
By:
Print Name:
Title:
Date: