HomeMy WebLinkAboutAgenda Packet City Council - 08/27/2024 Cityof Corpus Christi 1pus Leopard Street
F' Corpus Christi,TX 78401
cctexas.com
Meeting Agenda Final-revised
City Council
Tuesday,August 27, 2024 11:30 AM Council Chambers
Addendums may be added on Friday.
Public Notice: Persons with disabilities who plan to attend this meeting and who may
need auxiliary aids or services are requested to contact the City Secretary's office (at
361-826-3105) at least 48 hours in advance so that appropriate arrangements can be
made.
Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un
interprete ingles-espanol en todas las juntas del Concilio para ayudarle.
This meeting may be held via videoconference call pursuant to Texas Government
Code § 551.127. If this meeting is held via videoconference call or other remote method
of meeting, then a member of this governmental body presiding over this meeting will
be physically present at the location of this meeting unless this meeting is held
pursuant to Texas Government Code § 551.125 due to an emergency or other public
necessity pursuant to Texas Government Code § 551.045.
A. Mayor Paulette Guajardo to call the meeting to order.
B. Invocation to be given by Pastor Steve Lopez with Koinonia Church.
C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be
led by Arceneaux Arnold student at Incarnate Word Academy.
D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.
E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 -2)
1. 24-1447 Update on FY 2025 Budget Process
2. 24-1413 Labor Day Holiday Preparations (September 2, 2024)
City of Corpus Christi Page 1 Printed on 8/26/2024
City Council Meeting Agenda-Final-revised August 27, 2024
F. PUBLIC COMMENT-APPROXIMATELY 12:00 P.M. To speak during this public
comment period on a city-related matter or agenda item, you must sign up
before the meeting begins. Each speaker is limited to a total of no more than 3
minutes per speaker. You will not be allowed to speak again on an item when
the Council is considering the item. Time limits may be restricted further by the
Mayor at any meeting. If you have a petition or other information pertaining to
your subject, please present it to the City Secretary. Written comments may be
submitted at cctexas.com/departments/city-secretary. Electronic media that you
would like to use may only be introduced into the City system IF approved by
the City's Communications Department at least 24 hours prior to the Meeting.
Please contact Communications at 826-3211 to coordinate. This is a public
hearing for all items on this agenda.
G. BOARD &COMMITTEE APPOINTMENTS: (NONE)
H. BRIEFINGS: NONE
Briefing information will be provided to the City Council during the Council meeting.
Briefings are for Council information only. No action will be taken and no public
comment will be solicited. The City Manager or City Council Liaison for any city board,
commission, committee or corporation(including Type A or B Corporation) may report
on the action(s)or discussion(s) of any such body's public meeting that occurred within
one month prior to this City Council meeting.
I. EXPLANATION OF COUNCIL ACTION:
For administrative convenience, certain of the agenda items are listed as motions,
resolutions, or ordinances. If deemed appropriate, the City Council will use a different
method of adoption from the one listed;may finally pass an ordinance by adopting it as
an emergency measure rather than a two reading ordinance;or may modify the action
specified.
J. CONSENT AGENDA: (ITEMS 3 - 6)
NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and
ordinances of a routine or administrative nature. The Council has been furnished with
background and support material on each item, and/or it has been discussed at a
previous meeting. All items will be acted upon by one vote without being discussed
separately unless requested by a Council Member or a citizen, in which event the item
or items will immediately be withdrawn for individual consideration in its normal
sequence after the items not requiring separate discussion have been acted upon. The
remaining items will be adopted by one vote.
3. 24-1442 Approval of the August 20, 2024 Regular Meeting Minutes
Sponsors: City Secretary's Office
Consent- Contracts and Procurement
4. 24-1103 Resolution authorizing two one-year supply agreements, with two
one-year options, for the purchase of hot mix asphaltic concrete
pavement material, with Anderson Colombia Co., Inc., of Corpus Christi
for up to $4,500,000.00 and with Berry Contracting, LP, dba Bay LTD.,
City of Corpus Christi Page 2 Printed on 8/26/2024
City Council Meeting Agenda-Final-revised August 27, 2024
of Corpus Christi for up to $4,500,000.00, for a combined total amount
not to exceed $9,000,000.00 and a potential amount up to
$27,000,000.00 if options are exercised, with FY 2025 funding of
$5,000,000.00 from the Street Fund, subject to budget approval.
Sponsors: Public Works/Street Department and Finance &Procurement
5. 24-0980
Motion authorizing execution of a new five-year software and support
agreement, with renewable one-year terms with Infor LLC, of New York,
in an amount not to exceed $1,226,457.00, for the purchase and
dedicated support of the Infor CareFor managed services software,
providing the City of Corpus Christi with a dedicated support team,
business application support, custom development and configuration,
and release impact support for Infor's Financial, Human Resources,
Permitting and Utility Billing modules currently used by the City, with FY
2024 funding of$245,291.40 from the IT Enterprise Applications Fund.
Sponsors: Information Technology Services and Finance &Procurement
Consent- Capital Projects
6. 24-1336 Motion authorizing a professional services contract with LJA
Engineering, Inc., Corpus Christi, Texas, to provide a Preliminary
Engineering Report for the Blucher Park Wastewater Improvements
Project in an amount not to exceed $240,020.00, located in Council
District 1, with FY 2024 funding available from Wastewater Capital
Fund.
Sponsors: Engineering Services, Water Utilities Department and Contracts and
Procurement
K. RECESS FOR LUNCH
The City Council will take a lunch break at approximately 1:30 p.m.
L. PUBLIC HEARINGS: (NONE)
The following items are public hearings and public hearings with first reading
ordinances. Each item will be considered individually.
M. INDIVIDUAL CONSIDERATION ITEMS: (ITEMS 7 - 10)
The following items are motions, resolutions or ordinances that may be considered and
voted on individually.
7. 24-1408 Ordinance authorizing execution of new 15 year Industrial District
Agreements (IDAs); and reestablishing the land areas located within the
extraterritorial jurisdiction of the City of Corpus Christi, Texas as
Industrial Districts Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11.
Sponsors: City Manager's Office and Legal Department
8. 24-0992 Resolution amending and reaffirming the City of Corpus Christi's
Investment Policy and Investment Strategies for fiscal year 2024-2025.
City of Corpus Christi Page 3 Printed on 8/26/2024
City Council Meeting Agenda-Final-revised August 27, 2024
Sponsors: Finance &Procurement
9. 24-1380 Motion authorizing execution of all documents necessary to acquire
property interests necessary for the City to accept legal responsibility,
improve and maintain the Michael J. Ellis Seawall on North Padre
Island, which will be dedicated to the City at no cost.
Sponsors: Engineering Services
10. 24-1421 Resolution to authorize the Capital Improvements Advisory Committee
to review solutions to the viability of extending the Trust Funds for the
purpose of future development versus Impact Fees, as requested by
Council Members Mike Pusley, Michael Hunter, and Gil Hernandez.
N. EXECUTIVE SESSION: (ITEMS 11 - 12)
PUBLIC NOTICE is given that the City Council may elect to go into executive session at
any time during the meeting in order to discuss any matters listed on the agenda, when
authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas
Government Code, and that the City Council specifically expects to go into executive
session on the following matters. If the Council elects to go into executive session
regarding an agenda item, the section or sections of the Open Meetings Act authorizing
the executive session will be publicly announced by the presiding officer. The City
Council may deliberate and take action in open session on any issue that may be
discussed in executive session. The description of an item in "Executive Sessions"
constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas
Government Code and his determination that said item may be legally discussed in
Closed Meeting in compliance with Chapter 551 the Texas Government Code.
11. 24-1401 Executive Session pursuant to Texas Gov't Code § 551.071 and
Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult
with attorneys concerning legal issues related to personnel matters and
the City Auditor and Texas Gov't Code § 551.074 (personnel matters)
to deliberate the appointment, employment, evaluation, reassignment,
duties, discipline or dismissal of a public officer or employee (including,
but not limited to, the City Auditor).
12. 24-1414 Executive session pursuant to Texas Government Code § 551.071
and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to
consult with attorneys concerning legal issues related to industries,
infrastructure, utilities, and property in the City's extraterritorial
jurisdiction, services thereto, annexation, Texas Local Gov't Code
service plans, industrial district agreements (IDA's), and Chapters 42, 43
and 212 of the Texas Local Government Code § 43.0116, et. seq., rates
for utilities, actions for limitation of rates, Texas Water Code §13.043
and associated statutes and regulations, and Texas Government Code
§ 551.087 to discuss and deliberate regarding potential financial or other
incentive(s) to business prospects(s) that the governmental body seeks
to have locate, stay, or expand in or near the territory of the City and
with which the City will be conducting economic development
negotiations, authorizing preparation of service plans for areas to be
considered for annexation, and authorizing professional services
City of Corpus Christi Page 4 Printed on 8/26/2024
City Council Meeting Agenda-Final-revised August 27, 2024
agreements and amendments thereto with attorneys, engineers, and
other consultants involved in the aforementioned actions.
O. ADJOURNMENT
City of Corpus Christi Page 5 Printed on 8/26/2024
Date : August 23, 2024
Update on FY 2025 Budget Process - Pg. 1
Community & Council Engagements:
• Seven Community Input Sessions Held:
o District 1 - Monday, August 5, Brewster St. Ice House
o District 2 - Wednesday, August 7, The Terrace Restaurant Bar
o District 3 - Thursday, August 8, Muelle
o District 5 - Wednesday, August 14, Del Mar Oso Creek Campus
o District 4 (Flour Bluff) - Thursday, August 15, Funtrackers in the Game
o District 4 (Island) - Monday, August 19, The Waterline at Doc's
o District 1 (Calallen) - Wednesday, August 21, Railroad Seafood & Brewery
• Five Council Budget Workshops (4 of 5 Conducted)
o Budget Workshop #1 : Water and Wastewater - Thursday, August 1
o Budget Workshop #2: Budget Recommendations Update, Libraries, Code
Compliance, Parks and Recreation, and Employee Compensation and Benefits -
Thursday, August 8
o Budget Workshop #3: Solid Waste, Public Works, Animal Care Services, and Health
- Thursday, August 15
o Budget Workshop #4: Police, Fire, and Development Services - Thursday, August
22
o Budget Workshop #5: Capital Improvement Program, HOT projects, including Visit
Corpus Christi presentation, and Potential Adjustments - Thursday, August 29
• Other Communication Items
o City Manager has released 3 of 4 informational videos
o City Manager has released an Op-ed on the City Budget, which was published in
the Caller Times
o Budget Office developed and maintained up to date budget website for FY 2025
Budget
o Budget Office has developed and published the first ever Comprehensive CIP
Score Card Performance Report for Capital Budget
Date : August 23, 2024
Update on FY 2025 Budget Development Process - Pg. 2
RIF Policy Key Facts:
• Number of Employees Impacted with FY 2025 Proposed Budget: 42
• Number of Employees Impacted with Oso, Greenwood, Garcia, and Code Restorations: 30
• Number of Employees placed in new Position: 26
• Number of Employees not applying to Positions/ No Response to HR: 4
• Number of Scheduled Interviews since July: 34
Key Dates:
• July 30 - 1 st Presentation of Proposed Operating and Capital Budget
• August 13 - Setting of Max Tax Rate
• September 3 - 1st Reading of FY 2025 Budget & Proposed Tax Rate
• September 10 - 2nd Reading and adoption of FY 2025 Budget & Proposed Tax Rate
CITY OF ! . .
NEWS RELEASE
City of Corpus Christi 1 1201 Leopard St. I Corpus Christi, TX 78401 311
2024 City Labor Day Schedule
August 26, 2024
CORPUS CHRISTI, TX— Most City of Corpus Christi offices, including City Hall, Municipal
Court, and the Public Health District, will be closed on Monday, September 2, Labor Day.
311 Call Center:
• Closed—Residents can still use the MYCC311 app on their mobile devices. Search
MYCC311 in the Apple App Store or Google Play Store to download the app.
Solid Waste Operations:
• Garbage and recycling will be collected on September 2
• Brush items will be collected on September 2
• The J.C. Elliott Transfer Station/Collection Center: Closed
• Cefe Valenzuela Landfill: Open 6:00 a.m. to 6:00 p.m.
Public Libraries:
• All Public Libraries will be closed on September 2
Animal Care Services:
• Closed
Parks and Recreation Department Facilities:
Tennis Centers:
• H-E-B Tennis Center: Closed
• Al Kruse Tennis Center: Open, 8:00 a.m. to 10:00 p.m.
Golf Courses:
• Lozano Golf Center: Open, regular hours
• Oso Golf Course: Open, regular hours
Public Pools:
• Collier Pool:
o Open, 6:00 a.m. to 9:00 a.m. (Lap Swim); 11:00 a.m. to 2:00 p.m. (Lap Swim);
and 4:00 p.m. to 6:00 p.m. (Open Swim)
• Corpus Christi Natatorium: Open, 6:00 p.m. to 8:00 p.m. (Lap Swim)
Splash Pads:
• Bill Witt Park: Open, 8:00 a.m. to 10:00 p.m.
• Cole Park: Open, 8:00 a.m. to 10:00 p.m.
• Lindale Park: Open, 8:00 a.m. to 10:00 p.m.
• Salinas Park: Open, 8:00 a.m. to 10:00 p.m.
• West Haven Park: Open, 8:00 a.m. to 10:00 p.m.
Oso Bay Wetlands Preserve & Learning Center:
• Walking Trails and Playground: Open from dawn to dusk.
• Learning Center& Restrooms: Closed
Senior Centers: Closed
Recreation Centers: Closed
After-Hour Kid Power: Closed
Gymnasiums: Closed
City of Corpus Christi 1201 Leopard Street
r Corpus Christi,TX 78401
cctexas.com
o
Meeting Minutes
City Council
Tuesday,August 20, 2024 11:30 AM Council Chambers
Addendums may be added on Friday.
A. Mayor Paulette Guajardo to call the meeting to order.
Mayor Guajardo called the meeting to order at 11:34 a.m.
B. Invocation to be given by Pastor Raul Elizondo with New Life at the Cross.
Pastor Raul Elizondo with New Life at the Cross gave the invocation.
C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be
led by Harleaux Arnold, 6th grader at Incarnate Word Academy.
Harleaux Arnold, sixth grader at Incarnate Word Academy, led the Pledge of Allegiance
to the Flag of the United States of America and to the Texas Flag.
D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.
City Secretary Rebecca Huerta called the roll and verified that a quorum of the City
Council and the required Charter Officers were present to conduct the meeting.
Charter Officers: City Manager Peter Zanoni, City Attorney Miles Risley and City
Secretary Rebecca Huerta
Present: 9- Mayor Paulette Guajardo,Council Member Roland Barrera,Council Member Gil
Hernandez,Council Member Michael Hunter,Council Member Mike Pusley,Council
Member Dan Suckley,Council Member Everett Roy,Council Member Jim Klein, and
Council Member Sylvia Campos
E. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: (ITEMS 1 -2)
1. 24-1363 Overview of City Senior Center Fitness Program, Betty Guerrero, Volunteer
Fitness Coordinator
City Manager Peter Zanoni introduced Volunteer Fitness Coordinator Betty Guerrero.
Ms. Guerrero has been volunteering for 16 years at the City Senior Center.
2. 24-1333 Texas Municipal League (TML) Municipal Policy Summit Recap, Presented
Ryan Skrobarczyk, Director of Intergovernmental Relations
Director of Intergovernmental Relations Ryan Skrobarczyk presented information on the
following topics: TML Municipal policy development process; 2025 Texas legislative
City of Corpus Christi Page 1 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
landscape; general TML positions recommended; and TML Municipal policy
development.
Council Members and Director Skrobarczyk discussed the following topics: federal and
state legislative agendas will be presented to Council in the Fall; the importance of
receiving updates regarding property tax relief and emergency management; and
opportunities for local government advocates in Austin.
F. PUBLIC COMMENT
Mayor Guajardo opened public comment.
John Weber, 609 Naples St., presented information about the Corpus Christi Bay
model-Inner Harbor and La Quinta.
Joe Benavides, 410 Atlantic St., spoke about the Instituto de Cultura Hispanica de
Corpus Christi Museum.
Susie Luna Saldana, 4710 Hake] Dr., expressed concern regarding clarification of facts
for a leadership role.
Joshua De Leon, 5914 Colorado Dr., spoke about expanding the City's smoking
prohibition ordinance.
Shawn Flanagan, 4218 Herndon St., recommended the City ask for volunteer lifeguards
for the Bill Witt swimming pool due to proposed budget cuts.
Rachel Caballero, 522 Hancock Ave., spoke in opposition to Item 6 and desalination.
Henry Williams, 2422 Summers St. and Marilena Garza, 702 Furman Ave., expressed
concern about the proposed budget cuts to reduce the homeless program positions.
Sara Cortez, 1417 Horne Rd. and Jesusa Garcia, 1638 Sycamore Place, stated they
would like the City to continue overseeing the Senior Center at Greenwood and not run by
another entity.
Chloe Torres, 3302 Casa Bonita Dr., expressed concern about the format of the
community input sessions and about proposed budget cuts to reduce the homeless
program positions.
Catherine Barnes, 520 S. Chapparal St., spoke in opposition to Item 6.
Daniel Pena, 2813 Hulbirt St., expressed concern about storm water fees and property
liens.
G. BRIEFINGS: (ITEM 3)
City of Corpus Christi Page 2 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
3. 24-1367 Council Update from Port Commissioner Appointees
Port of Corpus Christi Commissioners David Engel and Gabe Guerra presented
information on the following topics: Port update August 2024-overall Port focus for 2024
and beyond; $65 billion capital investments ($12 billion foreign direct investments);
Corpus Christi ship channel improvement project status; Port of Corpus Christi
engineering department projects; a key U.S. strategic military seaport-AI Speight
Yard-military use; AI Speight Yard rail and drainage modifications; security command
and control center remodel and improvements; Ortiz Center interior improvements; and
desalination permit process overview and status.
Council Members, Commissioners Engel, Guerra, and Chief Executive Officer Kent
Britton discussed the following topics: the Port is working with potential clients to bring in
more economic development; the Port is reinvesting money back into infrastructure; the
Port's intention is to obtain a permit so the City can own and operate a desalination plant;
a request to continue pursuing permits for Harbor Island; the Port is working on the
permitting process for putting the discharge in the Gulf; the Port's economic impact to the
community; a concern about the health threat to Dona Park neighborhood near industry;
and the cost difference between fossil fuels and hydrogen.
H. BOARD &COMMITTEE APPOINTMENTS: (NONE)
I. EXPLANATION OF COUNCIL ACTION:
J. CONSENT AGENDA: (ITEMS 4 - 19)
Approval of the Consent Agenda
Mayor Guajardo referred to the Consent Agenda. Items 6, 11, 12, 13, 14, 15, and 16
were pulled for individual consideration. Item 9 was withdrawn.
Council Member Klein moved to approve the consent agenda with the exception of Items
6, 11, 12, 13, 14, 15, and 16, seconded by Council Member Pusley. The motion carried
by the following vote:
Aye: 9- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy,
Council Member Klein and Council Member Campos
Abstained: 0
4. 24-1390 Approval of the August 13, 2024 Regular Meeting Minutes
The Minutes were approved on the consent agenda.
Consent- Second Reading Ordinances
City of Corpus Christi Page 3 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
5. 24-1287 Ordinance to amend Ordinance 033281 as required by Texas Commission on
Environmental Quality regulations by amending Section 55-141(d)(3) of the City
Code to update the list of pollutants for which limits may be established in an
industrial discharge wastewater permit utilizing the Broadway Wastewater
Treatment Facility and the Oso Water Reclamation Plant, providing for a penalty
not to exceed $2,000 and publication.
This Ordinance was passed on second reading on the consent agenda.
Enactment No: 033435
6. 24-1230 Ordinance amending Section 2-330 of the Code of Ordinances of the City of
Corpus Christi, Texas to provide for outside representation of City Officials for
alleged violations before the Ethics Commission.
Mayor Guajardo referred to Item 6.
Council Members and City Attorney Miles Risley discussed the following topics: a
recommendation to cap legal expenses at$5,000; a concern about a conflict of interest if
the City Attorney refers outside legal counsel to city officials; and all city officials may hire
their own attorney to represent them.
Mayor Guajardo opened public comment.
John Weber, 609 Naples St., recommended an amendment to the ordinance.
Pat Craig, 5925 Tapestry Dr., spoke in opposition to the ordinance.
Mayor Guajardo closed public comment.
Council Member Klein moved to amend the ordinance to cap legal expenses at $1,000,
seconded by Council Member Campos.
Council Member Pusley moved to amend Council Member Klein's amendment by
capping legal expenses at $5,000, allowing City Attorney to pre-review cases, and
allowing city officials to hire their own attorneys (see attached ordinance), seconded by
Council Member Hunter and passed with the following vote: Council Members Barrera,
Hernandez, Hunter, Pusley, Roy and Suckley, voting, "yes"; and Mayor Guajardo and
Council Members Campos and Klein voting, "no".
Council Member Pusley moved to approve the ordinance as amended, seconded by
Council Member Barrera. This Ordinance was passed on second reading as amended
and approved with the following vote:
Aye: 6- Council Member Barrera, Council Member Hernandez, Council Member Hunter, Council
Member Pusley, Council Member Suckley and Council Member Roy
Nay: 3- Mayor Guajardo, Council Member Klein and Council Member Campos
City of Corpus Christi Page 4 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
Abstained: 0
Enactment No: 033436
7. 24-1221 Ordinance authorizing acceptance and amendments of Texas Beach Watch
(TBW) Program Grant for$140,000.00 from the Texas General Land Office
(GLO) to provide beach water sampling in Nueces, Aransas, and San Patricio
County under the Texas Beach Watch Program for the period of September 1,
2024, through August 31, 2025; and authorizing one existing position to be
funded by this grant and appropriating $140,000.00 in the Health Grant Fund.
This Ordinance was passed on second reading on the consent agenda.
Enactment No: 033437
8. 24-1324 Ordinance terminating Tax Increment Reinvestment Zone (TIRZ) #5, City of
Corpus Christi, Texas; dissolving the tax increment fund for the zone; dissolving
the board of directors for the zone; providing an effective date; and appropriating
and transferring related funds as necessary.
This Ordinance was passed on second reading on the consent agenda.
Enactment No: 033438
9. 24-1216 Ordinance authorizing an amendment to a Small Business Incentives Agreement
between the Corpus Christi B Corporation and Del Mar College, which
increases the funding by $15,000.00 for a total amount not to exceed
$130,000.00 for the 2024 Internship program; appropriating $15,000 from the
unreserved fund balance of the Type B fund; and amending the budget.
This Item was withdrawn.
10. 24-1195 Zoning Case No. ZN8186, Toreros Investment VI, LLC. (District 4): Ordinance
rezoning a property at or near 3909 Laguna Shores Drive from the "RS-4.5"
Single-Family 4.5 District, "CR-1" Resort Commercial District, and "CG-2"
General Commercial District to the "CR-1" Resort Commercial District with a
Special Permit; providing for a penalty not to exceed $2,000 and publication.
(Applicant originally requested a zoning change to the "CR-1" Resort
Commercial District, consents to staff recommendation.) Planning Commission
and Staff recommend approval.
This Ordinance was passed on second reading on the consent agenda.
Enactment No: 033439
11. 24-1241 Ordinance authorizing a Water Arterial Transmission & Grid Main Construction
and Reimbursement Agreement up to $393,888.30 with MPM Development, LP
to construct a water arterial transmission grid main related to Starlight Estates
Unit 8 located south of Yorktown Boulevard and west of Krypton Drive; and
authorizing future transfer and appropriation of Water and Wastewater Trust
City of Corpus Christi Page 5 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
Fund revenue up to $393,888.30 to reimburse the developer in accordance with
the agreement. (District 5).
Mayor Guajardo referred to Items 11-16.
Council Members, City Manager Peter Zanoni, and Director of Development Services AI
Raymond discussed the following topics: a concern about the trust fund having a
negative balance; a recommendation to allow the Capital Improvements Advisory
Committee (CIAC) to review trust funds versus impact fees; a desire to vote on impact
fees or trust funds prior to October 1, 2024; the purpose of these reimbursement
agreements is to get water and wastewater lines to the development that are funded
through the utility funds; the developers still contribute to the trust fund; and if the impact
fees are approved, they would take effect October 1, 2025.
Council Member Barrera moved to approve Items 11-16, seconded by Council Member
Hunter. The ordinances were passed on second reading and approved with the following
vote:
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
Enactment No: 033440
12. 24-1316 Ordinance authorizing a Water Arterial Transmission & Grid Main Construction
and Reimbursement Agreement up to $141,108.94 with MPM Development, LP
to construct a water arterial transmission grid main related to Royal Oak South
subdivision located south of the Chisolm Trail and Rand Morgan Rd intersection;
and authorizing future transfer and appropriation of Water and Wastewater Trust
Fund revenue up to $141,108.94 to reimburse the developer in accordance with
the agreement. (District 1).
See Item 11.
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
Enactment No: 033441
13. 24-1317 Ordinance authorizing a Wastewater Trunk Line Construction and
Reimbursement Agreement up to $365,028.94 with MPM Development to
construct a required wastewater trunk line for the proposed residential
development related to Royal Oak South subdivision located south of the
City of Corpus Christi Page 6 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
Chisolm Trail and Rand Morgan Rd intersection; and authorizing future transfer
and appropriation of Water and Wastewater Trust Fund revenue up to
$365,028.94 to reimburse the developer in accordance with the agreement.
(District 1).
See Item 11.
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
Enactment No: 033442
14. 24-1318 Ordinance authorizing a Water Arterial Transmission & Grid Main Construction
and Reimbursement Agreement up to $131,835.50 with MPM Development, LP
to construct a water arterial transmission grid main related to King's Landing
Unit 9 subdivision located north of the Lady Alexa Dr. and Lady Claudia St.
intersection; and authorizing future transfer and appropriation of Water and
Wastewater Trust Fund revenue up to $131,835.50 to reimburse the developer
in accordance with the agreement. (District 3).
See Item 11.
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
Enactment No: 033443
15. 24-1242 Ordinance authorizing a Water Arterial Transmission & Grid Main Construction
and Reimbursement Agreement up to $136,870.31 with LSK Development, LLC
to construct a water arterial transmission grid main related to Azali Estates Unit
3 located north of Yorktown Boulevard and east of Azali Drive; and authorizing
future transfer and appropriation of Water and Wastewater Trust Fund revenue
up to $136,870.31 to reimburse the developer in accordance with the
agreement. (District 5).
See Item 11.
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
City of Corpus Christi Page 7 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
Enactment No: 033444
16. 24-1315 Ordinance authorizing a Water Arterial Transmission & Grid Main Construction
and Reimbursement Agreement up to $1,245,538.00 with MST, LLC to
construct a water arterial transmission grid main related to Kaspian Subdivision
Unit I located south of FM 43 and east of CR 43; and appropriating and
transferring of future revenue from Water and Wastewater lot and acreage fees
and pro-rats fees to the Water Arterial Transmission & Grid Line Trust Fund to
reimburse the developer per the agreement (District 5)
See Item 11.
Aye: 8- Mayor Guajardo, Council Member Barrera, Council Member Hernandez, Council Member
Hunter, Council Member Pusley, Council Member Suckley, Council Member Roy and
Council Member Campos
Nay: 1 - Council Member Klein
Abstained: 0
Enactment No: 033445
Consent- Contracts and Procurement
17. 24-1156
Motion authorizing execution of a one-year service agreement, with two one-year
options, with Horacio Carrillo III, dba Carrillo's Welding Services "CWS", of
Corpus Christi, in an amount not to exceed $104,100.00, with a potential amount
up to $312,300.00 if options are exercised, for welding and fabrication services
for Solid Waste Services, with FY 2024 funding of$8,675.00 from the General
Fund.
This Motion was passed on the consent agenda.
Enactment No: M2024-131
18. 24-1224 Motion authorizing execution of a three-year service agreement, with two
one-year options, for professional auditing services with Weaver and Tidwell,
LLP, of Houston in an amount not to exceed $794,200.00, with a potential up to
$1,364,513.00 if options are exercised, with funding of$264,733.33 from the
FY2025 General Fund, subject to future budget approval.
This Motion was passed on the consent agenda.
Enactment No: M2024-132
19. 24-1071 Motion authorizing amendment No. 4 to the professional services contract with
Pape-Dawson Engineers, Inc of San Antonio, Texas, for additional meetings
already conducted with the Capital Improvement Advisory Committee (CIAC)
and City Staff, in the amount of$38,000.00 for a total amount not to exceed
$3,981,700.
City of Corpus Christi Page 8 Printed on 8/23/2024
City Council Meeting Minutes August 20, 2024
This Motion was passed on the consent agenda.
Enactment No: M2024-133
K. RECESS FOR LUNCH
Mayor Guajardo recessed the Council meeting for lunch at 2:04 p.m. Executive Session
Item 20 was held during the lunch recess. Mayor Guajardo reconvened the meeting at
3:05 p.m.
L. PUBLIC HEARINGS: (NONE)
M. INDIVIDUAL CONSIDERATION ITEMS: (NONE)
N. EXECUTIVE SESSION: (ITEM 20)
Mayor Guajardo referred to Executive Session Item 20. The Council went into Executive
Session at 2:04 p.m. The Council returned from Executive Session at 3:05 p.m.
20. 24-1364 Executive session pursuant to Texas Government Code § 551.071 and
Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with
attorneys concerning legal issues related to industries, infrastructure, utilities,
and property in the City's extraterritorial jurisdiction, services thereto, annexation,
Texas Local Gov't Code service plans, industrial district agreements (IDA's),
and Chapters 42, 43 and 212 of the Texas Local Government Code § 43.0116,
et. seq., rates for utilities, actions for limitation of rates, Texas Water Code
§13.043 and associated statutes and regulations, and Texas Government
Code § 551.087 to discuss and deliberate regarding potential financial or other
incentive(s) to business prospects(s) that the governmental body seeks to have
locate, stay, or expand in or near the territory of the City and with which the City
will be conducting economic development negotiations, authorizing preparation
of service plans for areas to be considered for annexation, and authorizing
professional services agreements and amendments thereto with attorneys,
engineers, and other consultants involved in the aforementioned actions
This E-Session Item was discussed in executive session.
O. ADJOURNMENT
There being no further business, Mayor Guajardo adjourned this meeting at 4:04 p.m.
City of Corpus Christi Page 9 Printed on 8/23/2024
Ordinance amending Section 2-330 of the Code of Ordinances of the
City of Corpus Christi, Texas to provide for outside representation of
City Officials for alleged violations before the Ethics Commission.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS, THAT:
Section 1. The requirement for the Ethics Commission review of City Council
changes to the Ethics Code under § 2-326(a)(1) is hereby waived and Subsection 2-330
of the City Code is amended to read as follows:
Sec. 2-330. - Complaints.
(a) A sworn complaint allegingviolation of the code of ethics shall specify the provisions
of the Rules of Conduct (section 2-311) alleged to have been violated and facts alleged to
constitute the violation. In lieu of a complaint sworn to under oath, the complainant may
subscribe to the complaint using an unsworn declaration prepared in compliance with the
Texas Unsworn Declaration Act, V.T.C.A., Civil Practice and Remedies Code ch. 132, as
amended.
(b) Upon the valid complaint of any one {1} person filed with the city secretary's office,
the commission shall consider possible violations of the code of ethics by city officials and
board members and former city officials and board members other than members of this
commission. In addition, the commission shall consider such possible violations when
referred to it as a complaint by majority vote of all council members holding office and
qualified to vote thereon. The council may direct the city attorney to draft such referred
complaint, which shall be reviewed as other complaints hereunder. The council members
voting for the complaint shall sign the complaint.
(c) A complaint alleging a violation by a city official or board member must be filed with
the city secretary within"6)months from the date the eernpiainants complainant(sl knew
or should have known of the action alleged as a violation, and not afterward.
(d) (-1-) The city secretary, after receiving a complaint submitted in accordance with
subsection (a) and c above, shall, within twee {3) business days, acknowledge
receipt to the complainant and provide a copy to the city attorney, the commission, and the
person city official or board member complained against("the respondent").
(el(1) The city attorney shall conduct a preliminary review of the complaint within 7
business days after receipt and issue determination whether the complaint (i) is
sufficient as to form and ii alleges sufficient facts which, if true, would constitute a
prima facie violation of the Rules of Conduct. The city attorney shall provide the
commission, the city secretary, the complainant and the respondent with written
notice of such determination.
(2) The complaint is dismissed upon determination that the complaint failed to
comply with (i) or ii above, subject to complainant's right to appeal such dismissal
to the commission within 10 business days of dismissal This appeal must be in
writing, sworn to in compliance with subsection (a) above, and state the grounds for
the appeal The complainant shall provide the appeal to the city secretary who will
then forward a copy to the commission, the city attorney and the respondent within
three business days of receipt.
(3) The respondent shall have 10 business days to submit a written response to the
commission after a preliminary determination of the city attorney that the complaint
complies with(i)and ii above or after proper appeal is forwarded to the commission
in compliance with subsection (e)(2).
(4)Within 30 business days after commission's receipt of(a)the determination of the
city attorney that the complaint complies with (i)and ii above or(b)an appeal by the
complainant in compliance with subsection (e)(2) the commission shall determine
whether to schedule a hearing or take other action concerning the complaint. Such
determination shalt be made during a meeting of the commission by majority vote of
all commissioners present.
(2) The person eornpiained against shat!have ten (10) calendar days,frorn reeeipt of the
eornpiaint, to submit a written response to the cornpiaint to the City seeretarr.
(3) Th . .3n shall, not earlier than the time aRetted in subseetion (d)(2) and not
later than thirty(30)eaiendar days after receipt of a compLaint by the eity seeretarr, notify On
writing the person who made the eempiaint and the person eempLained against whether it
V Mends to sehedtiLe a hearing or take other aetion eoneerning the eornpLaint.
(4) —(5jThe complainant shall have one M opportunity within ar 10
business days of any denial of their original complaint by the commission to amend
their complaint and refile the same with the commission.
(f) If the commission determines such party's complaint or defense was groundless, legal
fees incurred bythe complainants,the commission, and the party complained against, in an
amount determined reasonable by the commission may be awarded against the
unsuccessful party. "Groundless" means: (1) without basis or fact; or (2) not warranted by
law or reasonably arguable interpretation thereof. The complainants shall not be liable for
such fees if the commission has determined grounds exist for a hearing. The city will pay
reasonable fees for legal representation of the respondent through conclusion of a
commission hearing in an amount not to exceed $5,000, subject to city's right to repayment
through salary and/or stipend deductions of the respondent in the event commission finds
a violation has occurred.
Section 2. All provisions of the ordinances of the City of Corpus Christi in conflict
with the provisions of this ordinance be, and the same are hereby, repealed, and all other
2
provisions of the ordinances of the City of Corpus Christi not in conflict with the provisions
of this Ordinance shall remain in full force and effect.
Section 3. Should any sentence, paragraph, subdivision, clause, phrase or section
of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same
shall not affect the validity of this ordinance as a whole, or any part or provision thereof
other than the part so decided to be invalid, illegal or unconstitutional, and shall not affect
the validity of the Code of Ordinances as a whole.
Section 4. This ordinance shall become effective October 1, 2024. Publication
shall be made in the official publication of the City of Corpus Christi as required by the
City Charter of the City of Corpus Christi.
Introduced and voted on the day of , 2024.
PASSED and APPROVED on the day of , 2024.
Paulette M. Guajardo, Mayor Rebecca L. Huerta, City Secretary
3
� S cl
�o
o� �
µCORPOOI AGENDA MEMORANDUM
1852 Action Item for the City Council Meeting August 27, 2024
DATE: August 27, 2024
TO: Peter Zanoni, City Manager
FROM: Ernesto De La Garza, Director of Public Works
ErnestoD2@cctexas.com
(361) 826-1677
Josh Chronley, Assistant Director of Finance-Procurement
Josh C2(a-)cctexas.com
(361) 826-3169
Hot Mix Asphaltic Concrete Pavement Material for Public Works
CAPTION:
Resolution authorizing two one-year supply agreements, with two one-year options, for the
purchase of hot mix asphaltic concrete pavement material, with Anderson Colombia Co.,
Inc., of Corpus Christi for up to $4,500,000.00 and with Berry Contracting, LP, dba Bay
LTD., of Corpus Christi for up to $4,500,000.00, for a combined total amount not to exceed
$9,000,000.00 and a potential amount up to $27,000,000.00 if options are exercised, with
FY 2025 funding of $5,000,000.00 from the Street Fund, subject to budget approval.
SUMMARY:
This resolution authorizes two one-year supply agreements, one with Anderson Colombia Co.,
Inc., of Corpus Christi and one with Berry Contracting, LP dba Bay LTD., of Corpus Christi, Texas
for a combined total of $9,000,000. These supply agreements will provide the needed hot mix
asphalt concrete to the Public Works Department for city-wide street maintenance and repair
projects.
BACKGROUND AND FINDINGS:
Public Works utilizes hot mix asphalt concrete (HMAC) to maintain and rehabilitate City streets
infrastructure. These materials are used in our Rapid Pavement Program, non-structural overlays,
pothole repairs, and base & pavement repairs. As the department continues street work, the
demand for HMAC remains vital.
In FY 2021, Public Works competitively bid a 70/30 split contract for our HMAC supplier. Due to
the volatility of the price for liquid asphalt the submitted bids had a 30% variance between the two
bidders. This led to the recommendation of a 90/10 split. The offer was rejected by the second
lowest bidder resulting in a contract with only one supplier. This presented obstacles such as plant
breakdowns, unavailable mix designs, and lack of contract capacity.
What's more, in FY 24, our current supplier experienced 39 days of breakdowns and 14 days of
service disruption, diminishing our ability to complete projects efficiently and forcing us to procure
hot mix asphalt from the second vendor without contract capacity.
A new strategy was proposed to produce a new procurement that would provide flexibility between
vendors and allow them to compete for business on a month-to-month basis. The bid allows
suppliers to provide a discount based on monthly volume and submit a price monthly. We received
two bids from the only local suppliers in the Nueces County area. The bid resulted in an average
difference of 5% between both suppliers on the most utilized HMAC TY D, which is the material
used as the final surface of our roadways.
PROCUREMENT DETAIL:
Finance & Procurement conducted a competitive Request for Proposal process to obtain
proposals for a new contract for hot mix asphaltic concrete pavement material to repair roads and
road surface treatments for the Public Works Department. The City received two responsive,
responsible proposals, and is recommending the award to the two best value proposals, Anderson
Colombia Co., Inc., of Corpus Christi, and Berry Contracting, LP dba Bay LTD., of Corpus Christi.
Hot mix asphaltic concrete pavement material is volatile and fluctuates on an upward scale, as
shown on graph from 2016 to 2024.
In 2021, the cost of material from Bay Ltd. was $72.81 per ton to the current proposed pricing of
$95.06 per ton. This shows an increase of 30.55% per ton.
In 2021, the cost of material from Anderson Columbia Co. was $108.00 per ton to the current
proposed pricing of $90 per ton. This shows a decrease of 16.67% per ton.
Overall, the low bid has increased 23.61% from the 2021 price of $72.81 per ton to the current
proposed price of $90 per ton.
The chart below demonstrates the cost difference between the lowest cost from 2021 to 2024 for
hot mix asphaltic concrete material.
Est. Usage
Variance Variance$ Annual
2021 2024 % per Ton Variance
Hot Mix Asphalic Concrete
Material per Ton $72.81 $90.00 23.6% $17.19 $567,270.00
—Producer Prim Index by In dustry:Asp If It Paving Mixture and Block Manufacturing:Asphalt and Tar Paving MixtureJEvclud Ing LlquldJ,Including Bl[umen or Mph a It Concrete,Asp he It Paving Cement
Jul 2016 Jan 2017 Ju 12017 Jan 2018 1u12019 Jan 2019 Ju12019 Jan 2020 Jul 2020 Jan 2021 Jul 2021 Jan 2022 Ju12022 Jan 2023 Ju12023 Jan 2024
ALTERNATIVES:
The alternative is that Public Works can request to purchase 100% of supply from one vendor,
request or go back out to bid and search for alterative vendors.
FISCAL IMPACT:
No fiscal impact in FY 2024 for this agreement. The funding is included in the FY 2025 operating
budget with funds available in the Street Fund. An estimated amount of $2,500,000 from the
Surface Preservation Org and $2,500,000 and from the Street Utility Cut Repair Org.
FUNDING DETAIL:
Fund: 1041 Street Fund
Organization/Activity: 12430 Surface Preservation Org
Department: 33 Street
Project # (CIP Only): N/A
Account: 520130 Maintenance and Repairs
Fund: 1041 Street Fund
Organization/Activity: 12420 Street Utility Cut Repairs
Department: 33 Street
Project # (CIP Only): N/A
Account: 520130 Maintenance and Repairs
RECOMMENDATION:
Staff recommends authorizing execution of two one-year supply agreements, with two one-year
options, for the purchase of hot mix asphaltic concrete pavement material, with Anderson
Colombia Co., Inc., of Corpus Christi, and with Berry Contracting, LP dba Bay LTD., of Corpus
Christi for Public Works as presented.
LIST OF SUPPORTING DOCUMENTS:
Resolution
Supply Agreement
Matrix
Resolution authorizing two one-year supply agreements, with two
one-year options, for the purchase of hot mix asphaltic concrete
pavement material, with Anderson Colombia Co., Inc., of Corpus
Christi for up to $4,500,000.00 and with Berry Contracting, LP, dba Bay
LTD., of Corpus Christi for up to $4,500,000.00, for a combined total
amount not to exceed $9,000,000.00 and a potential amount up to
$27,000,000.00 if options are exercised, with FY 2025 funding of
$5,000,000.00 from the Street Fund, subject to budget approval.
WHEREAS, the Public Works Department requires volume quantities of hot mix
asphaltic concrete pavement materials for use in ongoing and new street projects and
needs more than one source of materials to best leverage constant demand and supply
requirements;
WHEREAS, State law provides that such procurements, as outlined above, are
subject to statutory procurement requirements, including competitive bids, unless an
exception applies; and
WHEREAS, there is a statutory exception for this procurement in Local
Government Code, Section 252.022(a)(2), as this purchase is necessary to preserve and
protect the public health or safety of the residents.
Be it resolved by the City Council of the City of Corpus Christi, Texas:
Section 1. The City Council specifically finds that the foregoing statements included in
the preamble of this resolution are true and correct and adopts such findings for all intents
and purposes related to the authorization of this procurement.
Section 2. The City Manager, or his designee, is authorized to execute two one-year
supply agreements, each having two one-year options to renew, for the purchase of hot
mix asphaltic concrete pavement material, with Anderson Colombia Co., Inc., of Corpus
Christi for up to $4,500,000.00 and with Berry Contracting, LP, dba Bay LTD., of Corpus
Christi for up to $4,500,000.00, for a combined total amount not to exceed $9,000,000.00
and a potential amount up to $27,000,000.00 if options are exercised, with FY 2025
funding of $5,000,000.00 from the Street Fund, subject to budget approval.
PASSED and APPROVED on the day of , 2024.
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
SC
G�
SUPPLY AGREEMENT NO. 5667
U
Hot Mix Asphaltic Concrete Pavement
yCaeaoRp��
1852
THIS Hot Mix Asphaltic Concrete Pavement Supply Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Anderson Columbia Co., Inc. ("Contractor"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Hot Mix Asphaltic Concrete Pavement in
response to Request for Bid No. 5667 ("RFB"), which RFB includes the required scope of
work and all specifications and which RFB and the Contractor's bid response are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Hot Mix Asphaltic Concrete Pavement in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety. "Goods," "products", and "supplies", as used in this
Agreement, refer to and have the same meaning.
2. Term.
(A) The Term of this Agreement is one year beginning on the date provided in
the Notice to Proceed from the Contract Administrator or the City's Procurement
Division. The parties may mutually extend the term of this Agreement for up to two
additional one-year periods ("Option Period(s)"), provided, the parties do so in
writing prior to the expiration of the original term or the then-current Option Period.
(B) At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days' written notice to the other Party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$4,500,000.00, subject to approved extensions and changes. Payment will be
Supply Agreement Standard Form Page 1 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
made for goods delivered and accepted by the City within 30 days of
acceptance, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Bid/Pricing Schedule, as shown in Attachment B,
the content of which is incorporated by reference into this Agreement as if fully
set out here in its entirety. Any amount not expended during the initial term or any
option period may, at the City's discretion, be allocated for use in the next Option
Period.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Velma Pena
Department: Public Works
Phone: 361-826-1933
Email: VelmaP@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
Supply Agreement Standard Form Page 2 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
the Contractor until such time as the products are delivered and accepted by
the City.
7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item's bid price, must be paid
by the Contractor within 30 days of receipt of City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
Supply Agreement Standard Form Page 3 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
12. Subcontractors. In providing the Goods, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Velma Pena
Title: Contract Funds Administrator
Address: 2525 Hygeia St., Corpus Christi, Texas 78415
Phone: 361-826-1933
Fax: 361-885-0038
IF TO CONTRACTOR:
Anderson Columbia Co., Inc.
Attn: Drew Cullen
Title: Agent
Address: 3096 County Rd. 44, Robstown, Texas 78380
Phone: 361-853-2535
Fax: 361-853-5564
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
Supply Agreement Standard Form Page 4 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City may terminate this Agreement for Contractor's failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
Supply Agreement Standard Form Page 5 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1 ); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Supply Agreement Standard Form Page 6 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
CONTRACTOR
DocuSigned by:
Signature: o
o��a®
Printed Name-. Drew Cullen
Title: Agent
Date: 8/20/2024
CITY OF CORPUS CHRISTI
Josh Chronley
Assistant Director of Finance — Procurement
Date:
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit l : RFB No. 5667
Exhibit 2: Contractor's Bid Response
Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
y[3s Cam`
0 a
H
v
NCOApppOP0.S£O ATTACHMENT A: SCOPE OF WORK
1.1 General Requirements/Background Information
The Contractor shall provide hot mix asphaltic concrete pavement material on an as-
needed basis. The material will be utilized for street maintenance repairs and street
paving projects as outlined in this Scope of Work.
1.2 Scope of Work
A. Product Material Requirement:
1 . The Contractor shall provide hot mix asphaltic concrete pavement
material, PG 64-22, Type B (Fine Graded Base Surface), in accordance
with Special Specification 3076 Dense-Graded Hot- Mix Asphalt of the
Texas Department of Transportation 2014 Standard Specification.
"Production Quality Control" will be the sole responsibility of the
Contractor. No testing will be performed by the City's engineer unless
the City deems it necessary to pull a random sample for testing.
2. The Contractor shall provide hot mix asphaltic concrete pavement,
PG 64-22, Type D (Fine Graded Surface Coarse), in accordance with
Special Specification 3076 Dense-Graded Hot- Mix Asphalt of the
Texas Department of Transportation 2014 Standard Specification.
"Production Quality Control" will be the sole responsibility of the
Contractor. No testing will be performed by the Engineer unless the
City deems it necessary to pull a random sample for testing.
B. Loading Specifications:
The Contractor shall guarantee that during loading hours, the City will
be afforded the opportunity have trucks loaded at the plant with a
first come, first loaded arrangement.
C. Availability:
1 . The Contractor shall guarantee to have on-site a minimum 15-ton
capacity, independently heated, storage silo, to be available at all
times. This requirement is to ensure the City's Pothole Program is cost-
effective accessing material being purchased avoiding unnecessary
delays.
2. The pickup point must be within Nueces County. Material must be
available for pickup daily Monday through Friday between the hours
of 7:OOam - 5:30pm.
Page 1 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
D. Specification Requirements
The Contractor shall guarantee that the materials furnished is in compliance with
the specifications. If material is found not to be in compliance with the
specifications, the vendor will be responsible for all costs incurred by the City for
removing defective material and replacing it with acceptable material.
If the hot mix is not meeting the City specifications, the City reserves the right
to request the following services:
1 . Testing
a. The City reserves the right to request Contractor's TxDOT QC/QA
template for daily production.
b. The City of Corpus Christi or a laboratory designated by the City and
the Contractor shall cooperate with the laboratory at all times to be
sure that the material meets City specifications.
c. If the laboratory tests indicate that the material provided to the City
does not meet specifications, the City reserves the right to reject the
material, and the Contractor will be obligated to cover the cost to
remove and replace rejected material with materials that meet
specifications.
d. According to City specifications, the cost of all certified
Laboratory tests and reports on materials necessary to control the
quality of material delivered, shall be borne by the City only on
materials tested.
e. The cost of testing materials that do not meet City specifications shall
be borne by the Contractor.
2. Material Samples:
a. These guidelines will be followed when submitting material samples
for testing. These samples will be used to solve any questions or
disputes that arise during the contract period.
b. At any time deemed necessary by the City, the Contractor shall
provide material for testing to a laboratory designated by the
City of Corpus Christi.
c. The City reserves the right to witness any laboratory testing by the
Contractor at any time deem necessary.
d. When the Contractor sends sample material for testing, the
Contractor will also enclose a letter of transmittal signed by an agent
of the Contractor who submitted the material. The letter will delineate
the kind of material, producer, location, and source of material. The
exterior of the container utilized to transport the sample material for
testing is required to carry the Contractor's Company name.
Page 2 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
1.3 Special Instructions
A. Ordering
1 . Standard Service for Hot Mix Asphaltic Concrete Pavement Material Type
B, Type D, is Monday through Friday between the hours of 7:00 a.m. - 5:30
p.m.
2. Weekend service is a requirement for this contract. Weekend service for
Hot Mix Asphaltic Concrete Pavement Material Type B & Type D is 7:00
a.m. - 5:30 p.m.
3. Afterhours service is required for this contract. Afterhours service for Hot
Mix Asphaltic Concrete Pavement Type B &Type D is 5:30 p.m. to 2:00 a.m.
4. The estimated quantity for this commodity is based on previous buy history
and future projections. The actual purchase will be in accordance with
the Supply Agreement.
5. City staff will place the order with Contractor on a weekly basis and may
cancel at the City's discretion.
6. City staff yearly tonnage estimate can vary by project, material type and
quantity. The availability of quantity tonnage will adjust based on budget
availability per year. Public Works anticipates using 40,000 tons of HMAC
in 2024. This contract quantity could be exhausted before the contract
end date.
B. Billing
1 . The Contractor's discount rate shall remain fixed for the term of the
contract.
2. Monthly tonnage rate must be submitted by the 20th of each month
for the following month's orders.
3. Monthly billing cycle must be from the 25th of each month to the 24th of
each following month.
1.4 Contractor Quality Control and Superintendence
The Contractor shall establish and maintain a complete Quality Control Program that
is acceptable to the Contract Administrator to assure that the requirements of the
Contract are provided as specified
Page 3 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
so
ATTACHMENT B - PRICING
ow � CITY OF CORPUS CHRISTI
�± Pricing Form REV 3
v CONTRACTS AND PROCUREMENT
CORPORA"" RFP No. 5667
1852 Hot Mix Asphaltic Concrete Pavement Material
PAGE 1 OF 2
DATE: 06-05-24
Anderson Columiba Co, Inc.
PROPOSER AUTHORIZED SIGNATURE
1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing
proposal.
2. Provide your best price for each item.
3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose of
restricting competition with regard to prices;
b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file
with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current
and true.
c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing.
4. Discount Rate to stay fixed based on the proposal.
5. The original bid price per ton will be utilized for the first month's billing rate after the contract has
been executed.
6. Monthly price per ton to be submitted to JiIITQcctexas.com by 1 PM on the 20th of each month for
the following month's orders.
7. If no monthly price per ton is submitted by the deadline,the previous month's price per ton will be used.
8. Monthly billing cycle will be from the 25th each month to the 24th of each following month.
SAMPLE
HMAC Type D Monthly Base Price Per Ton $ 801W
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons 27, $ 78.40
1,001-3,000 Tons 47, $ 76.80
3,001+Tons G` $ 75.20
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
PAGE 2 OF 2
HMAC Type D Monthly Base Price Per Ton $
Annual Usage 33,000
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons % $ $90.00
1,001-3,000 Tons % $ $90.00
I3,001+Tons % $ $90.00
HMAC Type B Monthly Base Price PerTon $ $82.00
Annual Usage 7,500
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons 0.0 % $ $82.00
1,001-3,000 Tons 0.0 % $ $82,00
3,001+Tons 0.0 % $ $82.00
Annual Contract total to not
exceed $4,500,000
ORDER CONTACT NAME: Doug Satz
ORDER CONTACT PHONE#: 301-_8774253
0 Zee it ti
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
Attachment C: Insurance and Bond Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor Agency to commence work until all similar insurance
required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1)
copy of Certificates of Insurance (COI) with applicable policy endorsements showing
the following minimum coverage by an insurance company(s) acceptable to the
City's Risk Manager. The City must be listed as an additional insured on the General
liability and Auto Liability policies by endorsement, and a waiver of subrogation is
required on all applicable policies. Endorsements must be provided with COI. Project
name and or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and p roperty
required on all certificates or by Damage Per occurrence -
applicable policy endorsements aggregate
Commercial General Liability $1,000,000 Per Occurrence
Including:
1. Commercial Broad Form
2. Premises -Operations
3. Products/Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this agreement, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
Page 2 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on
a policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in an amount sufficient to assure
that all workers' compensation obligations incurred by the Contractor will be
promptly met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and admitted
to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
C. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All
notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy,
• Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy,
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City, and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
Page 2 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Contractor's
performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and within
the time herein required, the City shall have the right to order Contractor to remove
the exhibit hereunder, and/or withhold any payment(s) if any, which become due
to Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi
for liability arising out of operations under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this agreement.
Bond Requirements:
No bonds are required.
2021 Insurance Requirements
Ins. Req. Exhibit 4-13
Contracts for General Services - Services Performed Onsite
05/10/2021 Risk Management- Legal Dept.
Page 3 of 3
Docusign Envelope ID:7BF5EB93-E5BF-41 F7-A27C-38E48CEC4113
ATTACHMENT D: WARRANTY REQUIREMENTS
No warranty requirements for required.
Page 1 of 1
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
SC
G�
SUPPLY AGREEMENT NO. 5998
U
Hot Mix Asphaltic Concrete Pavement
yCaeaoRp��
1852
THIS Hot Mix Asphaltic Concrete Pavement Supply Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Berry Contracting, LP dba Bay LTD. ("Contractor"), effective
upon execution by the City Manager or the City Manager's designee ("City
Manager").
WHEREAS, Contractor has bid to provide Hot Mix Asphaltic Concrete Pavement in
response to Request for Bid No. 5998 ("RFB"), which RFB includes the required scope of
work and all specifications and which RFB and the Contractor's bid response are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Hot Mix Asphaltic Concrete Pavement in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety. "Goods," "products", and "supplies", as used in this
Agreement, refer to and have the same meaning.
2. Term.
(A) The Term of this Agreement is one year beginning on the date provided in
the Notice to Proceed from the Contract Administrator or the City's Procurement
Division. The parties may mutually extend the term of this Agreement for up to two
additional one-year periods ("Option Period(s)"), provided, the parties do so in
writing prior to the expiration of the original term or the then-current Option Period.
(B) At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days' written notice to the other Party.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$4,500,000.00, subject to approved extensions and changes. Payment will be
Supply Agreement Standard Form Page 1 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
made for goods delivered and accepted by the City within 30 days of
acceptance, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Bid/Pricing Schedule, as shown in Attachment B,
the content of which is incorporated by reference into this Agreement as if fully
set out here in its entirety. Any amount not expended during the initial term or any
option period may, at the City's discretion, be allocated for use in the next Option
Period.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Velma Pena
Department: Public Works
Phone: 361-826-1933
Email: VelmaP@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
Supply Agreement Standard Form Page 2 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
the Contractor until such time as the products are delivered and accepted by
the City.
7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item's bid price, must be paid
by the Contractor within 30 days of receipt of City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
Supply Agreement Standard Form Page 3 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
12. Subcontractors. In providing the Goods, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Velma Pena
Title: Contract Funds Administrator
Address: 2525 Hygeia St., Corpus Christi, Texas 78415
Phone: 361-826-1933
Fax: 361-885-0038
IF TO CONTRACTOR:
Berry Contracting, LP dba Bay Ltd.
Attn: Jesus H. Wong
Title: Area Manager
Address: 1414 Valero Way, Corpus Christi, Texas 78409
Phone: 361-244-8668
Fax : 361-289-2304
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
Supply Agreement Standard Form Page 4 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City may terminate this Agreement for Contractor's failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
Supply Agreement Standard Form Page 5 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1 ); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Supply Agreement Standard Form Page 6 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
CONTRACTOR
Signed by:
Signature:
Printed Name: Jesus H. Wong
Title: Area Manager
Date: 8/20/2024
CITY OF CORPUS CHRISTI
Josh Chronley
Assistant Director of Finance — Procurement
Date:
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit l : RFB No. 5998
Exhibit 2: Contractor's Bid Response
Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form October 29, 2021
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
�[3S Cam`
0 a
H
v
NCOApppOP0.S£O ATTACHMENT A: SCOPE OF WORK
1.1 General Requirements/Background Information
The Contractor shall provide hot mix asphaltic concrete pavement material on an as-
needed basis. The material will be utilized for street maintenance repairs and street
paving projects as outlined in this Scope of Work.
1.2 Scope of Work
A. Product Material Requirement:
1 . The Contractor shall provide hot mix asphaltic concrete pavement
material, PG 64-22, Type B (Fine Graded Base Surface), in accordance
with Special Specification 3076 Dense-Graded Hot- Mix Asphalt of the
Texas Department of Transportation 2014 Standard Specification.
"Production Quality Control" will be the sole responsibility of the
Contractor. No testing will be performed by the City's engineer unless
the City deems it necessary to pull a random sample for testing.
2. The Contractor shall provide hot mix asphaltic concrete pavement,
PG 64-22, Type D (Fine Graded Surface Coarse), in accordance with
Special Specification 3076 Dense-Graded Hot- Mix Asphalt of the
Texas Department of Transportation 2014 Standard Specification.
"Production Quality Control" will be the sole responsibility of the
Contractor. No testing will be performed by the Engineer unless the
City deems it necessary to pull a random sample for testing.
B. Loading Specifications:
The Contractor shall guarantee that during loading hours, the City will
be afforded the opportunity have trucks loaded at the plant with a
first come, first loaded arrangement.
C. Availability:
1 . The Contractor shall guarantee to have on-site a minimum 15-ton
capacity, independently heated, storage silo, to be available at all
times. This requirement is to ensure the City's Pothole Program is cost-
effective accessing material being purchased avoiding unnecessary
delays.
2. The pickup point must be within Nueces County. Material must be
available for pickup daily Monday through Friday between the hours
of 7:OOam - 5:30pm.
Page 1 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
D. Specification Requirements
The Contractor shall guarantee that the materials furnished is in compliance with
the specifications. If material is found not to be in compliance with the
specifications, the vendor will be responsible for all costs incurred by the City for
removing defective material and replacing it with acceptable material.
If the hot mix is not meeting the City specifications, the City reserves the right
to request the following services:
1 . Testing
a. The City reserves the right to request Contractor's TxDOT QC/QA
template for daily production.
b. The City of Corpus Christi or a laboratory designated by the City and
the Contractor shall cooperate with the laboratory at all times to be
sure that the material meets City specifications.
c. If the laboratory tests indicate that the material provided to the City
does not meet specifications, the City reserves the right to reject the
material, and the Contractor will be obligated to cover the cost to
remove and replace rejected material with materials that meet
specifications.
d. According to City specifications, the cost of all certified
Laboratory tests and reports on materials necessary to control the
quality of material delivered, shall be borne by the City only on
materials tested.
e. The cost of testing materials that do not meet City specifications shall
be borne by the Contractor.
2. Material Samples:
a. These guidelines will be followed when submitting material samples
for testing. These samples will be used to solve any questions or
disputes that arise during the contract period.
b. At any time deemed necessary by the City, the Contractor shall
provide material for testing to a laboratory designated by the
City of Corpus Christi.
c. The City reserves the right to witness any laboratory testing by the
Contractor at any time deem necessary.
d. When the Contractor sends sample material for testing, the
Contractor will also enclose a letter of transmittal signed by an agent
of the Contractor who submitted the material. The letter will delineate
the kind of material, producer, location, and source of material. The
exterior of the container utilized to transport the sample material for
testing is required to carry the Contractor's Company name.
Page 2 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
1.3 Special Instructions
A. Ordering
1 . Standard Service for Hot Mix Asphaltic Concrete Pavement Material Type
B, Type D, is Monday through Friday between the hours of 7:00 a.m. - 5:30
p.m.
2. Weekend service is a requirement for this contract. Weekend service for
Hot Mix Asphaltic Concrete Pavement Material Type B & Type D is 7:00
a.m. - 5:30 p.m.
3. Afterhours service is required for this contract. Afterhours service for Hot
Mix Asphaltic Concrete Pavement Type B &Type D is 5:30 p.m. to 2:00 a.m.
4. The estimated quantity for this commodity is based on previous buy history
and future projections. The actual purchase will be in accordance with
the Supply Agreement.
5. City staff will place the order with Contractor on a weekly basis and may
cancel at the City's discretion.
6. City staff yearly tonnage estimate can vary by project, material type and
quantity. The availability of quantity tonnage will adjust based on budget
availability per year. Public Works anticipates using 40,000 tons of HMAC
in 2024. This contract quantity could be exhausted before the contract
end date.
B. Billing
1 . The Contractor's discount rate shall remain fixed for the term of the
contract.
2. Monthly tonnage rate must be submitted by the 20th of each month
for the following month's orders.
3. Monthly billing cycle must be from the 25th of each month to the 24th of
each following month.
1.4 Contractor Quality Control and Superintendence
The Contractor shall establish and maintain a complete Quality Control Program that
is acceptable to the Contract Administrator to assure that the requirements of the
Contract are provided as specified
Page 3 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
ATTACHMENT B- PRICING
so
CITY OF CORPUS CHRISTI
Pricing Form REV 3
CONTRACTS AND PROCUREMENT
/pip FOR I p RFP No. 5667
1852 Hot Mix Asphaltic Concrete Pavement Material
PAGE 1 OF 2
DATE:
Berry Contracting, LP dba Bay Ltd.
PROPOSER AUTHORIZED SIGNATURE
1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing
proposal.
2. Provide your best price for each item.
3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose of
restricting competition with regard to prices;
b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file
with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current
and true.
c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing.
4. Discount Rate to stay fixed based on the proposal.
5. The original bid price per ton will be utilized for the first month's billing rate affer the contract has
been executed.
6. Monthly price per ton to be submitted to JiIIT@cctexas.com by 1 PM on the 20th of each month for
the following month's orders.
7. If no monthly price per ton is submitted by the deadline,the previous month's price per ton will be used.
B. Monthly billing cycle will be from the 25th each month to the 24th of each following month.
SAMPLE
HMAC Type D Monthly Base Price Per Ton $ 80`00
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons 2% $ 78.40
1,001-3,000 Tons 4% $ 76.80
3,001+Tons 1 6% $ 75.20
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
PAGE 2 OF 2
HMAC Type D Monthly Base Price PerTon $ 95.06
Annual Usage 33,000
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons 0 % $ 95.06
1,001-3,000 Tons 1 % $ 94.11
3,001+Tons 2 % $ 93.16
HMAC Type B Monthly Base Price Per Ton $ 91.85
Annual Usage 7,500
Discount Rate(Percentage) Discounted Price Per
Monthly Qty Usage Ton
1-1,000 Tons 0 % $ 91.85
1,001-3,000 Tons 0 % $ 91.85
3,001+Tons 0 % $ 91.85
An nual Contract total to not
exceed $4,500,000
ORDER CONTACT NAME: Norma Saiz
ORDER CONTACT PHONE#: 361-945-3796
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
Attachment C: Insurance and Bond Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor Agency to commence work until all similar insurance
required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1)
copy of Certificates of Insurance (COI) with applicable policy endorsements showing
the following minimum coverage by an insurance company(s) acceptable to the
City's Risk Manager. The City must be listed as an additional insured on the General
liability and Auto Liability policies by endorsement, and a waiver of subrogation is
required on all applicable policies. Endorsements must be provided with COI. Project
name and or number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and p roperty
required on all certificates or by Damage Per occurrence -
applicable policy endorsements aggregate
Commercial General Liability $1,000,000 Per Occurrence
Including:
1. Commercial Broad Form
2. Premises -Operations
3. Products/Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this agreement, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
Page 2 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on
a policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in an amount sufficient to assure
that all workers' compensation obligations incurred by the Contractor will be
promptly met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and admitted
to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
C. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All
notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy,
• Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy,
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City, and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
Page 2 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of
coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Contractor's
performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and within
the time herein required, the City shall have the right to order Contractor to remove
the exhibit hereunder, and/or withhold any payment(s) if any, which become due
to Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi
for liability arising out of operations under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this agreement.
Bond Requirements:
No bonds are required.
2021 Insurance Requirements
Ins. Req. Exhibit 4-13
Contracts for General Services - Services Performed Onsite
05/10/2021 Risk Management- Legal Dept.
Page 3 of 3
Docusign Envelope ID:AD71 EE3E-9CB3-49F5-A02A-9381858DE814
ATTACHMENT D: WARRANTY REQUIREMENTS
No warranty requirements for required.
Page 1 of 1
•' d
Streets Team
CITY OF CORPUS CH
Department of Public •
RAPCity ID
. Corpus
• �}� PAVEMENT
O PROGRAM
r
Hotmix Procurement
History and Moving Forward
Contract Histor1 � RAPE
O PROGRAM
• Two Vendors Supply Hotmix
• Previous split contract by
% resulted in a rejected
offer by the second lowest
mBAY,td. bidder .
• Result : Public Works
A SIRRY Company obtained a contract with
only one supplier .
• Current Contract Expires
9/l/24
1
Contract Scope RAPID
PAVEMENT
PROGRAM
-D()uii vendors submit pricing
monthly.
• Vendors able to bid more
competitively with
HBAYLtd. flexibility to make
adjustments
A SIRRY Company • Public Works can use either
vendor to maximize
financial efficiency and
minimize downtime due to
Service Disrupt3m. RAPID
NZ 7
PAVEMENT
PROGRAM
Working Days
207 Total
FY 2024 Disruption
Service
Days
Hotmix
Plant Down
Availability 27D
Utilizing a one
vendor contract Full Service
Days
4 i
Asphalt
p cmorcoxvuscnw,sn
• — — • y PUBLIC WORKS RAPID
PAVE m ENT
Y852
_ r ,
.qus c
. p+�x �mo�ro �:���:n 0 0�
• - • - __�'!: PUBLIC WORKS ,
Y852
F
4
<w
Questions °
RAPID
�I^ PAVEMENT
PkOGRAM
Any Questions ?
SC
0
C7
MCOBPOHP,0 AGENDA MEMORANDUM
1852 Action Item for the City Council Meeting August 27, 2024
DATE: July 16, 2024
TO: Peter Zanoni, City Manager
FROM: Peter Collins, Chief Information Officer of Information Technology
Pete rC(a)cctexas.com
(361) 826-3735
Josh Chronley, Assistant Director of Finance & Procurement
Josh C2(a)cctexas.com
(361) 826-3169
Infor CareFor Managed Services
CAPTION:
Motion authorizing execution of a new five-year software and support agreement, with
renewable one-year terms with Infor LLC, of New York, in an amount not to exceed
$1,226,457.00, for the purchase and dedicated support of the Infor CareFor managed services
software, providing the City of Corpus Christi with a dedicated support team, business
application support, custom development and configuration, and release impact support for
Infor's Financial, Human Resources, Permitting and Utility Billing modules currently used by the
City, with FY 2024 funding of $245,291 .40 from the IT Enterprise Applications Fund.
SUMMARY:
The City of Corpus Christi currently uses Infor's Financial, Human Resources, Permitting and
Utility Billing modules. The City of Corpus Christi wants to execute a contract with Infor for a
managed services agreement which provides the City of Corpus Christi with the opportunity to
have a dedicated support team, business application support, custom development and
configuration, and release impact support.
BACKGROUND AND FINDINGS:
The City of Corpus Christi uses Infor for Finance (Accounts Payable, Accounts Receivable,
Payroll, Travel, and Procurement), Human Resources (Recruitment, Benefits, Learning and
Compensation), and Public Sector (Utility Billing and Development Services permitting). Infor also
supports the Utility Billing Payment portal for citizens, as well as the online permit application
process for developers. We are also in the process of implementing Infor's Workforce
Management (WFM) (timekeeping) and Code Enforcement modules.
With all the modules currently utilized by the City of Corpus Christi, the City would like to enter
into a managed services agreement with Infor. This agreement will provide the City of Corpus
Christi with the opportunity to have a dedicated support team, business application support,
custom development and configuration, and release impact support. This agreement also allows
for retraining, process improvement, and fine-tuning of current configurations and processes.
• Dedicated support team: City of Corpus Christi will be assigned two resources who will
provide service delivery oversight and escalations, plan priorities and align plans for
process improvement for quarterly enhancement releases, help manage day-to-day
operational progress and ensure.
• Business Application Support: Infor will be readily available to help and support with
reported issues and provide recommendations, support configurations, knowledge gaps,
business process recommendations, data correction and user errors, as well as escalation
services.
• Solution Enhancement: Dedicated number of hours for development of custom processes
or technical support, optimization of business processes and enablement of application
custom configurations.
• Release Impact Management: For every monthly and major bi-yearly releases, Infor will
identify customer specific expected system impacts and coordinate enhancement training,
testing and prioritization plan with the City of Corpus Christi.
PROCUREMENT DETAIL:
This procurement for the Infor license agreement is being facilitated through the Subscription
License and Services Agreement between Infor (US), LLC ("Infor") and City of Corpus Christi,
Texas ("Customer" or "Licensee") with an effective date of April 23, 2021 (the "Agreement").
ALTERNATIVES:
Not to approve this managed services agreement with Infor.
FISCAL IMPACT:
The FY 2024 fiscal impact is $245,291 .40 to IT Enterprise Applications, with future years budgeted
through the annual budgeting process.
FUNDING DETAIL:
Fund: 5210 Information Technology
Organization/Activity: 40470 IT Enterprise Applications
Project # (CIP Only): n/a
Account: 530000 Professional Services
RECOMMENDATION:
Staff recommends approval of this motion authorizing this service agreement with Infor as
presented.
LIST OF SUPPORTING DOCUMENTS:
Price Sheet
Infor CareFor Managed Services Agreement
City of Corpus Christi Price Sheet
Sr. Buyer: Minerva Alvarado Infor CareFor Managed Services
Finance & Procurement
Infor, LLC
New York
Services Fees for Year 1
Quarterly Fee Total Year 1 Fees
$61 ,322.85 $245,291 .40
Services Fees for Year 2
Quarterly Fee Total Year 2 Fees
$61 ,322.85 $245,291 .40
Services Fees for Year 3
Quarterly Fee Total Year 3 Fees
$61 ,322.85 $245,291 .40
Services Fees for Year 4
Quarterly Fee Total Year 4 Fees
$61 ,322.85 $245,291 .40
Services Fees for Year 5
Quarterly Fee Total Year 5 Fees
$61 ,322.85 $245,291 .40
Total $1,226,457.00
0
This Services Work Order("Work Order" or"SWO") is subject to all terms and conditions of the Professional Services Agreement
between Infor (US), LLC ("Infor") and City of Corpus Christi, Texas ("Customer") with an Effective Date of 412312021 (the
"Services Agreement"). All terms of the Services Agreement are incorporated herein by this reference. Capitalized terms not
defined in this Work Order are defined in the Services Agreement. In the event of a conflict, the terms of this Work Order control
over the terms of the Services Agreement.
Customer City of Corpus Christi, Texas
Opportunity Number OP-04519287
Effective Date Date of last Party's signature
Start Services Date October 7, 2024
Prepared by Subramaniyam Vaithilingam
Service Infor CareFor Services
1 .0 CareFor Services Overview
Infor's CareFor Services("CareFor")are designed to assist customers with executing ongoing responsibilities in the post-go live
phase related to the support,administration, and evolution of their Infor solution. Through defined capabilities within the
CareFor portfolio, the CareFor Services team will help Customer sustain their Infor solution by performing certain responsibilities
as defined in this Work Order.
2.0 Software & Services in Scope
Infor shall provide Customer with services for the in-scope software as identified below and as described in Section 3.0
collectively, "Services"). The full sco e of the Services will start as of the Start Services Date above unless noted below.
Business Extension Lifecycle Management Release
Software User Count Application Support for Solution Impact
Support Existing Enhancement Management
Extensions
Infor Public Sector(IPS)—Multi- In Scope In Scope In Scope
Tenant 150 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
Infor Financials and Supply In Scope In Scope In Scope
Management(FSM)—Multi- 4,000 as Consumable as Consumable as Consumable In Scope
Tenant Hours Hours Hours
Infor Human Resources&Talent In Scope In Scope In Scope
(HRT)—Multi-Tenant 4,000 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
In Scope In Scope In Scope
Infor Payroll—Multi-Tenant 4,000 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
Infor Workforce Management In Scope In Scope In Scope
(WFM)—Multi-Tenant 2,000 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
Infor Expense Management In Scope In Scope In Scope
(XM)—Multi-Tenant 5 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
Infor Configure-Price-Quote In Scope In Scope In Scope
(CPQ)—Multi-Tenant 8,000 as Consumable as Consumable as Consumable In Scope
Hours Hours Hours
Software referenced herein is subject to the terms of the Software License Agreement and/or SaaS Agreement between the
parties and nothing herein shall serve to modify such terms or expand the scope of the Software granted thereunder.
Infor(US),LLC Services Work Order(Nov 2022) Page 1 of 7
2.1 Service Consumption
As noted above, some of the service categories in the scope of the Work Order will be consumed by Customer using allocations
of"Consumable Hours",which are defined as the resource hours spent on Customer-reported issues and requests, including
time spent on triage, research, estimating, troubleshooting, Customer interaction, and resolution activities.
• This Work Order includes 600 Consumable Hours for use within each year in the term of this Work Order. The Consumable
Hours will be scheduled in four quarterly(3-month)allotments of 150 hours each.
• Customer will utilize their Consumable Hours entitlement for all efforts within the following service categories, and as such,
related Infor efforts will be deducted from the Customer's allocations:
o Business Application Support as described in Section 3.1
o Extension Lifecycle Management Support as described in Section 3.2.1
o Extension Lifecycle Management Solution Enhancement as described in Section 3.2.2
Consumable Hours terms of usage
o Customer may carry forward no more than one-third (1/3)of the Consumable Hours allotted from any 3-month period, if
unused in that period, into the next 3-month period during the Term of this Work Order.
o No carryover of Consumable Hours is permitted beyond the Term of this Work Order.
o Customer may pull Consumable Hours forward from future allotments when mutually agreed by the Parties.
o If Customer has utilized all authorized Consumable Hours and has additional requirements, Customer may purchase
additional Consumable Hours as described in Section 9.0.
o Hours spent by the Customer Experience Manager("CEM")or Service Operations Manager("SOM")in support of
Services governance and management are not charged against the allotments of Consumable Hours. If a CEM or
SOM is required to perform Consumable Hours activities, such time will be charged to the Consumable Hours
allotment.
3.0 Services Description
3.1 Business Application Support
Business Application Support refers to support of Customer issues and questions regarding use of the Infor applications beyond
the scope of support defined and provided within the Customer's Software License Agreement or SaaS Agreement. Business
Application Support consists of the following, as requested by Customer:
• Troubleshoot and diagnose Customer-reported issues and service requests, and provide recommended actions for
knowledge gaps, user errors, or data correction
• Answer questions about standard in-scope application configuration, features, functionality, and extensibility tools
• Escalate back to the Customer or appropriate Infor support organization if Customer issues or requests are not in the scope
of this Work Order
• Assist customer with clarification or execution of Infor Support ticket responses
3.2 Extension Lifecycle Management
3.2.1 Support of Existing Extensions
Extension Lifecycle Management Support of Existing Extensions refers to support of the Customer's current in-scope
inventory of unique configurations, personal izations,workflows, reports, interfaces, and other non-standard application objects
("Extensions"), and consists of the following as requested and approved by the Customer:
• Support and troubleshoot issues that are diagnosed and confirmed to be caused by Extensions
• Remediate Extensions to resolve reported issues
• Remediate Extensions as needed in response to contents of application updates
• Revert to standard features when custom code becomes obsolete with delivery of an application update
3.2.2 Solution Enhancement
Extension Lifecycle Management Solution Enhancement refers to efforts, at Customer's request, to create new or modify
Customer's existing Extensions and consists of the following as requested and approved by the Customer:
• Develop new Extensions as requested and defined by Customer's business and technical requirements using Infor
extensibility tools
• Update Extensions to enable new Customer business or technical requirements
• Assist with enablement of application configuration
• Assist with efforts to optimize business processes
Infor resource hours spent on Solution Enhancement requests are consumed from a fixed allotment of resource hours as
defined in Section 2.1. As such, the resource(s)assigned to a service request will position a solution approach and an
estimate of resource hours needed to satisfy the request. Once Customer provides approval, the CareFor team will schedule
the work.
Infor(US),LLC Services Work Order(Nov 2022) Page 2 of 7
3.3 Release Impact Management
Release Impact Management refers to activities to evaluate and plan for the forthcoming cloud application update, and consists
of the following:
• Review planned contents of the cloud application update and develop Customer-specific list of expected impacts
• For any Extensions included in the scope of Extension Lifecycle Management, provide recommendations for remediation
and testing and review with Customer to confirm and prioritize
• Jointly establish a plan with Customer for prioritized actions to be taken
4.0 Change Control Process
"Change Control Process" means the below-described process to manage how changes that might arise during the term of the
Services will be managed. Changes may include, but are not limited to, changes in efforts/costs,schedule/timeline,scope, or
Deliverables.
Both parties must agree to any changes to this Work Order pursuant to the Change Control Process before any services not set
forth herein are performed.
If either party believes a change to this Work Order is necessary, such party shall issue to the other party a written change
request("Change Request"). In the case of a Customer-initiated Change Request, Infor will promptly evaluate the feasibility of
the Change Request following receipt and will determine the impact to the Services cost and timelines. If additional scope of
work necessary for the contemplated changes are not included in the Service Fees specified in the Service Fees section of this
Work Order and are requested by Customer, the rate for such additional scope of work will be established at that time based on
Infor's then-current rates.
Infor shall provide Customer a written statement("Change Response")describing in detail:
• Any additional scope of work to be performed because of the Change Request.
• The estimated fee associated with such additional scope of work.
• Any other information relating to the Change Request that may reasonably be requested by Customer.
Customer shall respond promptly to any Infor-initiated Change Request. If Customer's authorized representative approves an
Infor-initiated Change Request or a Change Response,with such approval to be in writing, such Change Request or Change
Response shall be deemed to be a"Change Order."Any executed Change Order shall be deemed an amendment to this Work
Order.
The Infor Customer Experience Manager and the Customer primary contact recorded in the Customer Profile Document shall
administer any approved Change Order. If Customer rejects an Infor-initiated Change Request, or any Change Response, Infor
and Customer shall proceed to fulfill their obligations as originally agreed under this Work Order and any subsequent Change
Order.
5.0 Services Delivery
5.1 Service Management
Infor assigns two roles to guide the overall execution of the Services for Customer as follows:
• Customer Experience Manager(CEM)
o Provides post go-live service delivery oversight and serves as escalation point for Customer
o Leads regularly scheduled service management meetings to discuss current activities and align on plans and priorities
o Provides monthly service reporting and leads customer discussion of KPI performance
o Serves as Customer contact for any non-standard requests
• Service Operations Manager(SOM)
o Supports and integrates with the activities of Customer Experience Manager as needed
o Manages the day-to-day operational progress and priority of incidents and requests from Customer submission through
resolution
o Coordinates the resources and actions of the CareFor delivery team in line with Customer issue severities
o Ensures status is communicated to Customer as defined and agreed in the Customer Profile Document
5.2 Service Engagement
The following summarizes the engagement process for Customer service requests and Infor in subsequent support of service
requests:
• Support a specific, limited number of Customer users of the Services who will be identified and named in the Customer
Profile Document and enabled to submit support requests in the Infor incident management system("Key Users")
• Key Users will log issues and service requests as service incidents within the Infor Support Portal and add email addresses
of any other Customer users who should be notified of service incident updates. Solution Enhancement requests are to be
routed directly to the CareFor queue,whereas all others must be routed per standard procedure through Infor Support.
Infor(US),LLC Services Work Order(Nov 2022) Page 3 of 7
• If the incident is within the scope of the Services, the Customer will be notified, and at which point the CareFor Service
Operations Manager will initiate the Services under this Work Order.
• The service incident will be assigned to a CareFor resource based on the description and severity of the incident.
• The assigned CareFor resource(s)will review the incident and, if needed, collaborate with the Customer Key User to
understand and resolve the issue or request.
• Once a service request or issue resolution is completed and tested by the CareFor team, the Customer will be notified, and
Customer will be responsible for user testing and confirmation of resolution.
5.3 Service Levels
In delivery of the Services, Infor categorizes Customer requests according to the following Severity Levels. Once requests are
routed to the CareFor team and a resource is assigned to address the request, they will engage with the Customer contact via
the Infor Support Portal to clarify the request, gather information, or request a meeting if necessary(collectively, "Response").
The below summarizes the target response times for the Services:
Severity Category Description Target Response Times
Severity 1 Critical Production Service is unavailable for all users in production,or
Service a critical business process in production has halted Per Customer's
Unavailable with no acceptable workarounds contracted Infor product
Severity 2 Major Impact Service is severely impaired causing disruption support plan response
to important business processes and there is times
no acceptable workaround.
Severity 3 Medium Impact Service is partially impaired. There is disruption
to Important business processes, but there is
an acceptable short-term workaround
Severity 4 Standard Service is fully operational. There are
questions regarding functionality of the software or an
issue where an acceptable workaround exists
Solution Service request for new Extensions to existing solution Within 24 business hours
Enhancement to meet new or changed Customer business
requirements
6.0 Services Transition
After Work Order execution, Infor will engage with Customer to conduct transition and onboarding activities to prepare to deliver
the Services.This period shall involve the following activities:
• Assignment by Customer of a transition lead to work with Infor on the development of a transition plan and manage the
timely execution of related Customer responsibilities
• Alignment on a transition plan,drafted by the Customer Experience Manager and Service Operations Manager, of service
enablement deliverables, owners,stakeholders, and timelines
• Review by the CareFor team of Customer's related technical and process documentation
• Development and confirmation with Customer of a Customer Profile Document, specific to Customer, describing the aligned
service and operational model, communication plan, and ongoing service reporting
• Enablement of Customer identified Key Users of the Services with set up and training in CareFor service ticket creation and
management using the Infor Support Portal
7.0 Services Assumptions
The following assumptions apply generally to delivery of the Services in this Work Order and are in addition to any service
category assumptions defined in Section 3.0:
Services Design
• All services will be performed remotely. If Customer requests, and the Parties mutually agree, that Infor provide onsite
visits, Customer shall pay for reasonable travel and living expenses.
• All communication will be in English.
• Business hours for the Services are between 8:00 am and 5:00 pm US Central Time Monday through Friday
• Customer will have no more than eight(8)Key Users of the Services.
• Customer Key Users have a base knowledge and working understanding of the Infor applications, business processes, and
technical skills related to their roles and will provide end user application support, including application navigation and end
user process execution guidance.
Infor Requirements to Deliver the Services
• Customer has a current, valid, and paid contract for Infor Support for all the Infor products in scope.
Infor(US),LLC Services Work Order(Nov 2022) Page 4 of 7
• All the credentials needed to access the in-scope Infor products and to provide the Services will be provided by Customer.
• Customer will provide relevant contacts to assist Infor CareFor personnel during both transition and ongoing delivery of the
Services. Failure to do so may impact Infor's ability to resolve incidents.
• If necessary, site-to-site VPN information will be provided by the Customer to the CareFor team for configuration of the site-
to-site VPN tunnel.
• Customer will provide complete and accurate documentation of their key business processes and Extensions for in-scope
applications.Where Infor Global Professional Services("GPS") is the implementation partner, the CareFor team will work
with the GPS team to gather all available GPS-generated documentation as a first step.
• If requested, Customer will provide evidence of successful testing as documented for all in-scope Extensions.Where
requested evidence of successful testing can't be provided by Customer, Infor's ability to resolve incidents may be
impacted. Resolution may require a separate engagement with Infor Global Professional Services or a certified Infor
consulting partner.Any cost to Customer would be in addition to fees shown in Section 9.0 below.
Limitations to Services Scope
• Should Customer's named user counts shown in Section 2.0 increase by more than 10%at any time during the Term, the
CareFor Change Control Process shall be followed to address such change in scope.
• This Work Order does not include the delivery of consulting project work. As such, Infor reserves the right to consider a
Customer-requested work effort to be a consulting project for reasons that include, but are not limited to, the requirement of
deliverables not described in this Work Order, the inherent need for project management or integrated architecture design
by Infor, or a requirement of services noted below in Section 8.0. Infor uses an expected level of effort of forty(40)or more
Consumable Hours as a trigger to evaluate the nature of Customer-requested work efforts. If Infor determines a Customer-
requested work effort to be a consulting project, the effort must then be engaged under a separate Work Order with Infor
Global Professional Services or other consulting services provider.
• Unless mutually agreed by the Parties, Customer will be responsible for test script development,test script maintenance,
and test execution, related to or resulting from the Services
• Unless mutually agreed by the Parties and included in the scope of Solution Enhancement, Customer will be responsible for
documentation for use by or to support Customer's end users.
• If additional Software or application modules are added or other changes to the scope of the Services are made,these will
be accommodated as a Change Order to this Work Order after mutual review and acceptance by the Parties.
• All changes to the Services will be handled using the CareFor Change Control Process described in Section 4.0.
8.0 Exclusions
The following is a list of specific notable exclusions to the Services. This list is complementary to the scope of the Services
defined above and within the Work Order, as such it does not represent a comprehensive list of exclusions to the Services.
• Any other Infor product-related support or services not specifically defined herein
• Services or responsibilities within the scope of Infor Software Support or Infor Cloud Operations
• Services for any third-party products not listed in Section 2.0
• Infor and any other Software licensing
• Infor product maintenance/support fees
• New site rollouts, implementations, migrations, or initial application tenant setup
• User acceptance testing
• End-user training
• Data archiving services
• Data correction execution or any other DBA services
• All support of Customer hardware and software used to access in-scope software
9.0 Services Fees
Services Fees for Year 1
Quarterly Fee Total Year 1 Fees
$61,322.85 $245,291.40
Services Fees for Year 2
Quarterly Fee Total Year 2 Fees
$61,322.85 $245,291.40
Services Fees for Year 3
Quarterly Fee Total Year 3 Fees
$61,322.85 $245,291.40
Infor(US),LLC Services Work Order(Nov 2022) Page 5 of 7
Services Fees for Year 4
Quarterly Fee Total Year 4 Fees
$61,322.85 $245,291.40
Services Fees for Year 5
Quarterly Fee Total Year 5 Fees
$61,322.85 $245,291.40
*All amounts are in US Dollars unless otherwise specified
• The Services provided pursuant to this Work Order are provided on a fixed fee basis.Any variation to this Work Order must
be agreed to in writing by the Parties to amend this Work Order accordingly. Billing and payment are not dependent or
conditioned on delivery of deliverables contemplated herein or any other deliverables.
• The Total Contract Value (TCV)for sixty(60)months is$1,226,457
• Additional allotments of Consumable Hours for the scope in Section 2.1 can be purchased in blocks of 40 hours at a cost of
$6,800.
10.0 Payment Schedule
Quarterly Fees will be invoiced in advance of the three-month period to which such fees apply. Fees do not include applicable
taxes,which will be added to each invoice. Customer will pay each Infor invoice within 30 days from the date of the invoice in
accordance with the Agreement.
11 .0 Work Order Term
This Work Order shall commence as of the Effective Date set forth above and shall continue for an initial term of sixty (60)
months from Start Service Date (the"Initial Term"). After the Initial Term,this Work Order shall automatically renew for
successive one-year terms, (a"Renewal Term") unless either party provides written notice to the other party of non-renewal at
least ninety(90)days prior to the commencement of a Renewal Term. Customer agrees that it will take all necessary steps and
make timely requests for the appropriation of funds to make all payments called for under this Work Order, and use its best
efforts and take all steps to cause such appropriations to be made. In the event that(i)funds for the succeeding fiscal period
cannot be obtained, (ii)Customer has exhausted all legally available means for making payment called for under this Work
Order, and (iii)no funds have been appropriated for the acquisition of such Services, then Customer may terminate this Work
Order at the end of any fiscal period by giving notice to Infor as soon as reasonably practicable. Customer represents that
funding has been appropriated sufficient to pay amounts due under this Work Order for the current fiscal year.
Afterthe Initial Term,the annual renewal cap shall be six percent(6%)orthe then-current year-over-year increase in the Consumer
Price Index (CPI-U),whichever is greater and shall apply to future annual renewals.
Infor(US),LLC Services Work Order(Nov 2022) Page 6 of 7
THE PARTIES have executed this Work Order through the signatures of their respective authorized representatives.
INFOR(US), LLC City of Corpus Christi, Texas
Signature: Signature:
Printed Name:
Printed Name: Josh Chronley
Title: Title:Assistant Director of Contracts and Procurement
Address: Address: 1201 Leopard Street
Address: Corpus Christi, TX 78401
Signature Date:
Signature Date:
Invoices MUST be mailed to: Contact, if different from above:
Company Name: Printed Name:
Contact Name: Title:
Address: Address:
Address: Address:
Phone: Phone:
Email Address: Email Address:
SERVICES ENGAGEMENT SET UP—INTERNAL USE ONLY
Engagement Manager:
CLARITY USERS
Time Approver: Alternate Approver:
Item Class: Product:
CHANGEPOINT USERS
Expense&Alternate Approver:
Customer Acct#: RHQ/Business Unit:
Customer Type: Billing Office:
Region/Vertical: Location State(Work Performed):
Item Class: Product:
Infor(US),LLC Services Work Order(Nov 2022) Page 7 of 7
.bus cr
0
h
U
'NCORPOPPE
AGENDA MEMORANDUM
Action Item for the City Council Meeting of August 27, 2024
DATE: August 20, 2024
TO: Peter Zanoni, City Manager
FROM: Jeff H. Edmonds, P. E., Director of Engineering Services
a effreye(a)cctexas.com
(361) 826-3851
Nicholas Winkelmann, P.E, Director of Water Systems and Support Services
NickW(a)cctexas.com
(361) 826-1796
Josh Chronley, CTCD, Assistant Director of Finance & Procurement
0oshc2(a)-cctexas.com
(361) 826-3169
Professional Services Contract
Blucher Park Wastewater Improvements
CAPTION:
Motion authorizing a professional services contract with LJA Engineering, Inc., Corpus Christi,
Texas, to provide a Preliminary Engineering Report for the Blucher Park Wastewater
Improvements Project in an amount not to exceed $240,020.00, located in Council District 1, with
FY 2024 funding available from Wastewater Capital Fund.
SUMMARY:
This motion authorizes approval of a professional services contract to complete a Preliminary
Engineering Report for the Blucher Park Wastewater Improvements project. The project is
required to address a confirmed capacity constraint which has been identified as part of the
investigation and analysis associated with the Consent Decree.
BACKGROUND AND PURPOSE:
On January 11, 2021, the City entered into a 15-year Consent Decree agreement with the
Environmental Protection Agency (EPA), Department of Justice (DOJ), and the Texas
Commission on Environmental Quality (TCEQ). The agreement identifies various benchmarks
for the condition and capacity assessment of our wastewater system.
Condition assessment is focused on the collection system infrastructure and requires cleaning
and close captioned television (cctv) inspection of force mains and gravity sewer mains. This
infrastructure also includes manholes and air relief valves. Condition assessment analysis
leads to repair, replacement, mitigation, and increased frequencies of cleaning and inspection.
The capacity assessment of the system included the development of a hydraulic model. Field
inspection and rainfall measurement were also conducted to confirm the conditions of the model
and the influence of inflow and infiltration. After the completion of the modeling and further
analysis of historic sanitary sewer overflows (SSO), remedial measures throughout the system
have been identified. These measures are to be completed as a condition of compliance with
the agreement.
This investigation and hydraulic analysis have confirmed a capacity constraint resulting in
constrained and inefficient wastewater flows in the Blucher Park area. The inability of the
collection system to function properly has resulted in consistent SSOs. This project will assess
the existing wastewater collection system and a new design will be developed which will
significantly modify and upgrade the wastewater infrastructure in the area. The design
improvements will alleviate the capacity constraints and reduce the likelihood of an SSO. The
Preliminary Engineering Report will investigate different options, provide preliminary layout
drawings, construction sequencing, alignment, right-of-way requirements, identify parameters
that may affect design, and other factors required for professional design.
PROJECT TIMELINE:
2024 - 2025
A S O N D J F
Design
Projected schedule reflects City Council award in August 2024, with anticipated ELR completion
in February 2025.
COMPETITIVE SOLICITATION PROCESS:
LJA Engineering, Inc. was selected in May 2024 under RFQ 5036 for Blucher Park Wastewater
Improvements projects, which was one of three projects announced under the Wastewater CIP
Projects category of the RFQ. The final evaluation ranked LJA Engineering, Inc. as one of the
highest ranked firms based on eight factors: 1) experience on projects of similar scope and
complexity, 2) demonstrated capability & capacity on comparable projects, 3) past performance,
4) team members with experience and qualifications, 5) team members experience with work of
similar scope and complexity, 6) availability of resources to accomplish the work, 7) demonstrated
understanding of scope of services, 8) demonstrated understanding and experience with similar
services with a public agency.
LJA Engineering, Inc. has over 50 years of experience. In 2015 and 2016, LJA quired two Corpus
Chrisi firms. These firms had been working in and with the City of Corpus Christi on streets,
drainage, water and wastewater since 1989. LJA Engineering, Inc. has successfully completed
various City projects. Some of the projects are Laguna Shores Force Main Replacement, McBride
Lift Station and Force Main, Sharpsburg Lift Station and Up River Road Force Main, and
Cimarron/Yorktown Lift Station.
ALTERNATIVES:
Not awarding the contract for professional services to LJA Engineering, Inc. will delay necessary
improvements to the Blucher Park area, causing more costly repairs to the infrastructure and
property and increasing the risk of SSOs. Additionally, not awarding this contract would
jeopardize the City's ability to meet the established goals of the Consent Decree Agreement.
FISCAL IMPACT:
The fiscal impact for FY 2024 is an amount not to exceed $240,020.00 with funding available
through the Wastewater Capital Fund.
FUNDING DETAIL:
Fund: Wastewater CIP (Fund 4260)
Department: Wastewater (46)
Org: 89
Project: Blucher Park Wastewater Improvements (Project 23018)
Account: Outside Consultants (550950)
Activity: 23018
Amount: $240,020.00
RECOMMENDATION:
Staff recommends approval of the professional services contract with LJA Engineering, Inc., in
the amount not to exceed $240,020.00 for Blucher Park Wastewater Improvements project. The
ELR phase will begin in August 2024 with anticipated completion in February 2025.
LIST OF SUPPORTING DOCUMENTS:
Location & Vicinity Maps
Evaluation Matrix
CIP Page
Contract
Presentation
RFQ No. 5036 Professional Engineering Services FY2024
Wastewater Projects Only
Proposal Evaluation Score UA Halff Associates Urban Engineering
Corpus Christi Corpus Christi Corpus Christi
Minimum Qualifications Pass/Fail Pass Pass Pass
Licensing/Certification
No Material Lawsuits Past 5 Years
No Material Regulatory Issues Past 5 Years i
References Provided for Firm
Minimum Qualifications Pass/Fail Pass Pass Pass
Technical Proposal
Experience on projects of similar scope and complexity 7.0 4.9 5.3 4.9
Demonstrated capability&capacity on comparable projects 7.0 4.2 5.3 4.6
Past Performance 7.0 6.7 5.3 4.2
Team members with experience and qualifications 7.0 5.6 4.6 3.5
Team members experience with work of similar scope and complexity 7.0 5.3 5.3 4.2
Availability of resources to accomplish the work 7.0 4.2 4.9 3.5
Demonstrated understanding of the scope of services 14.0 11.2 11.2 11.2
Demonstrated understanding and experience with a public agency 14.0 12.6 11.2 10.5
Subtotal Technical Proposal 70.0 54.6 52.9 46.6
Interview
Experience on projects of similar scope and complexity 4.0 3.8 4.0 3.8
Demonstrated capability&capacity on comparable projects 4.0 3.6 3.6 3.8
Past Performance 2.0 1.9 1.6 1.9
Team members with experience and qualifications 4.0 3.8 3.8 4.0
Team members experience with work of similar scope and complexity 4.0 3.8 3.6 3.8
Availability of resources to accomplish the work 2.0 1.8 1.9 1.9
Demonstrated understanding of the scope of services 5.0 5.0 4.5 4.8
Demonstrated understanding and experience with a public agency 5.0 1 5.0 4.8 4.8
Subtotal Interview 30.0 28.7 27.8 28.7
Total Score 100.0 83.3 80.6 1 75.3
Projects Selected
23018-Blucher Park Citywide Wastewater IDIQ 24106-Northwest Blvd.
Wastewater Improvements I Wastewater Infrastructure
RFQ No. 5036 Professional Engineering Services FY2024
Wastewater Projects Only
Proposal Evaluation Score Garver Ardurra Plummer
Houston Corpus Christi Corpus Christi
Minimum Qualifications Pass/Fail Pass Pass Pass
Licensing/Certification
No Material Lawsuits Past 5 Years
No Material Regulatory Issues Past 5 Years '
References Provided for Firm
Minimum Qualifications Pass/Fail Pass Pass Pass
Technical Proposal
Experience on projects of similar scope and complexity 7.0 5.3 4.9 5.3
Demonstrated capability&capacity on comparable projects 7.0 6.0 4.6 4.6
Past Performance 7.0 3.9 2.1 4.9
Team members with experience and qualifications 7.0 6.0 4.2 4.9
Team members experience with work of similar scope and complexity 7.0 6.0 3.9 4.2
Availability of resources to accomplish the work 7.0 5.6 4.6 4.2
Demonstrated understanding of the scope of services 14.0 9.8 9.8 7.7
Demonstrated understanding and experience with a public agency 14.0 10.5 12.6 11.2
Subtotal Technical Proposal 70.0 52.9 46.6 46.9
Interview
Experience on projects of similar scope and complexity 4.0 3.0 3.0 2.6
Demonstrated capability&capacity on comparable projects 4.0 2.4 2.8 2.2
Past Performance 2.0 1.2 1.2 1.3
Team members with experience and qualifications 4.0 3.0 2.8 2.8
Team members experience with work of similar scope and complexity 4.0 2.8 2.8 2.4
Availability of resources to accomplish the work 2.0 1.3 1.2 1.2
Demonstrated understanding of the scope of services 5.0 3.5 3.8 2.8
Demonstrated understanding and experience with a public agency 5.0 1 3.5 4.3 3.3
Subtotal Interview 30.0 20.7 21.8 1 18.5
Total Score 100.0 68.4 65.4
Projects Selected
RFQ No. 5036 Professional Engineering Services FY2024
Wastewater Projects Only
Proposal Evaluation Score Jacobs Engineering Hanson J.Schwarz
Corpus Christi Corpus Christi Corpus Christi
Minimum Qualifications Pass/Fail Pass Pass Pass
Licensing/Certification w,
No Material Lawsuits Past 5 Years t
No Material Regulatory Issues Past 5 Years 4f
References Provided for Firm qrf
Minimum Qualifications Pass/Fail Pass Pass Pass
Technical Proposal
Experience on projects of similar scope and complexity 7.0 3.5 3.9 3.5
Demonstrated capability&capacity on comparable projects 7.0 3.9 3.9 3.5
Past Performance 7.0 3.5 3.2 4.2
Team members with experience and qualifications 7.0 5.3 4.2 3.9
Team members experience with work of similar scope and complexity 7.0 4.2 4.6 3.9
Availability of resources to accomplish the work 7.0 5.3 3.2 3.2
Demonstrated understanding of the scope of services 14.0 7.7 7.7 7.7
Demonstrated understanding and experience with a public agency 14.0 9.8 10.5 11.2
Subtotal Technical Proposal 70.0 43.1 41.0 41.0
Interview
Experience on projects of similar scope and complexity 4.0 0.0 0.0 0.0
Demonstrated capability&capacity on comparable projects 4.0 0.0 0.0 0.0
Past Performance 2.0 0.0 0.0 0.0
Team members with experience and qualifications 4.0 0.0 0.0 0.0
Team members experience with work of similar scope and complexity 4.0 0.0 0.0 0.0
Availability of resources to accomplish the work 2.0 0.0 0.0 0.0
Demonstrated understanding of the scope of services 5.0 0.0 0.0 0.0
Demonstrated understanding and experience with a public agency 5.0 1 0.0 0.0 0.0
Subtotal Interview 30.0 0.0 0.0 1 0.0
Total Score 100.0 431 41.0 41.0
Projects Selected
RFQ No. 5036 Professional Engineering Services FY2024
Wastewater Projects Only
Lockwood Andrews and
Proposal Evaluation Score Pape Dawson Mendez
Newnam
Corpus Christi Corpus Christi Corpus Christi
Minimum Qualifications Pass/Fail Pass Pass Pass
Licensing/Certification
No Material Lawsuits Past 5 Years t
No Material Regulatory Issues Past 5 Years c
References Provided for Firm of
Minimum Qualifications Pass/Fail Pass Pass Pass
Technical Proposal
Experience on projects of similar scope and complexity 7.0 4.6 4.9 3.2
Demonstrated capability&capacity on comparable projects 7.0 3.5 4.2 2.8
Past Performance 7.0 2.1 2.5 3.5
Team members with experience and qualifications 7.0 4.9 3.9 3.2
Team members experience with work of similar scope and complexity 7.0 4.9 3.9 2.8
Availability of resources to accomplish the work 7.0 3.9 3.2 3.9
Demonstrated understanding of the scope of services 14.0 9.1 7.7 7.7
Demonstrated understanding and experience with a public agency 14.0 7.7 8.4 8.4
Subtotal Technical Proposal 70.0 40.6 38.5 35.4
Interview
Experience on projects of similar scope and complexity 4.0 0.0 0.0 0.0
Demonstrated capability&capacity on comparable projects 4.0 0.0 0.0 0.0
Past Performance 2.0 0.0 0.0 0.0
Team members with experience and qualifications 4.0 0.0 0.0 0.0
Team members experience with work of similar scope and complexity 4.0 0.0 0.0 0.0
Availability of resources to accomplish the work 2.0 0.0 0.0 0.0
Demonstrated understanding of the scope of services 5.0 0.0 0.0 0.0
Demonstrated understanding and experience with a public agency 5.0 1 0.0 0.0 0.0
Subtotal Interview 30.0 0.0 0.0 1 0.0
Total Score 100.0 40.6 38.5 35.4
Projects Selected
RFQ No. 5036 Professional Engineering Services FY2024
Wastewater Projects Only
Civil&Environmental
Proposal Evaluation Score Consultants Lefevre SAMES
Corpus Christi Port Mansfield McAllen
Minimum Qualifications Pass/Fail Pass Pass Pass
Licensing/Certification
No Material Lawsuits Past 5 Years t
No Material Regulatory Issues Past 5 Years
References Provided for Firm "
Minimum Qualifications Pass/Fail Pass Pass Pass
Technical Proposal
Experience on projects of similar scope and complexity 7.0 2.8 2.8 2.1
Demonstrated capability&capacity on comparable projects 7.0 2.5 2.1 2.5
Past Performance 7.0 2.8 3.2 3.2
Team members with experience and qualifications 7.0 2.5 3.5 2.5
Team members experience with work of similar scope and complexity 7.0 2.5 3.2 2.1
Availability of resources to accomplish the work 7.0 3.2 2.1 3.9
Demonstrated understanding of the scope of services 14.0 7.7 6.3 3.5
Demonstrated understanding and experience with a public agency 14.0 7.7 6.3 4.9
Subtotal Technical Proposal 70.0 31.5 29A 24.5
Interview
Experience on projects of similar scope and complexity 4.0 0.0 0.0 0.0
Demonstrated capability&capacity on comparable projects 4.0 0.0 0.0 0.0
Past Performance 2.0 0.0 0.0 0.0
Team members with experience and qualifications 4.0 0.0 0.0 0.0
Team members experience with work of similar scope and complexity 4.0 0.0 0.0 0.0
Availability of resources to accomplish the work 2.0 0.0 0.0 0.0
Demonstrated understanding of the scope of services 5.0 0.0 0.0 0.0
Demonstrated understanding and experience with a public agency 5.0 1 0.0 0.0 0.0
Subtotal Interview 30.0 0.0 0.0 1 0.0
Total Score 100.0 3 .S 29.4 24.5
Projects Selected
Capital Improvement Flan 2024 thru 2026
City of Corpus Christi, Texas
Project# 23018
Project Name Blucher Park Wastewater Improvements
Type improvement/Additions Department Wastewater
Useful Life 25 years Contact Director of Water Utilities
Category Wastewater Priority Critical-Condition\longevity
Council District 1
Status Active
Description
The wastewater system in the Blucher Park area has been confirmed as a capacity constraint using field data and the wastewater hydraulic
model. This project will assess the existing wastewater collection system and a new design will be developed which will significantly modify
and upgrade the wastewater infrastructure in this area. The designed improvements will alleviate the capacity constraint(s).
Justification
Successful Completion of this project will address a defined capacity constraint as established in the Consent Decree Hydraulic Model.The
elimination of this capacity will reduce the potential and likelihood of sanitary sewer overflows(SSO).
Expenditures Prior Years 2024 2025 2026 Total
Construction/Rehab 2,500,000 2,500,000
Design 190,000 190,000
Contingency 500,000 500,000
Eng,Admin Reimbursements 19,000 250,000 269,000
Total 209,000 3,250,000 3,459,000
Funding Sources Prior Years 2024 2025 2026 Total
Revenue Bonds 209,000 3,250,000 3,459,000
Total 209,000 3,250,000 3,459,000
Budget Impact/Other 71
An assessment will be done upon completion of project to determine maintenance costs.This project is required to upgrade infrastructure to
accommodate wastewater flows and meet the conditions of the Consent Decree.
331
° 1
c o 16"PATER IN EXTION
ENSION
s HW 286-AL MEDA STREET
HWY 286-NLNMEDN STREET ! �
CORPUS CHRISTI BAY � �O
°ou q
If
O
�qYs r SCALE: N.T.S.
q$g `yo
3
VICINITY MAP
NOT TO SCALE • •
_e
z
1 4 1 d
41
db
Ica
!r
r '' PROJECT LOCATION 4
.� LEOPARD ST. !�
p CIO
i
Z
__q
LIPAN ST. `
N Y 'It + # 1 Z + � 1
0
A AL 1 `fir a '' �` }t •�.
MORGAN AVE. i iiiii" �" • . l
i I
�sT. �;• � , B`UDNER ST- » i. � r. �s
CAI-DWEI-
•�
MUSSE•n ST. w 07
r � '1 KINNEY ST. -+ "
Tim
LOCATION MAP
i NOT TO SCALE Project Number: 23018
BLUCHER PARK CITY COUNCIL EXHIBIT
WASTEWATER IMPROVEMENTS CITY OF CORPUS CHRISTI,TEXAS
DEPARTMENT OF ENGINEERING SERVICES
A
Carpus Chr sti
Engineering
Blucher Park Wastewater Improvements
Council Presentation
August 20, 2024
Project Location
Corpus Chr sti
Engineering
Wre + N
SCU:NUs.
sr
YICINI �MAP
' I PROJECT LOCATION^ _ 11 ] rN r m4
LEOPARD GT. .. 1
we
It, 4
I LOCATIO N MAP
a Project Number:23018
Project Scope
Corpus ChrSO
Engineering
A brief summary of Preliminary Engineering Report is as follows:
• Address existing wastewater collection system.
• Recommend upgrades to the wastewater infrastructure in the area.
• Investigate different options, provide preliminary layout drawings,
construction sequencing, alignment, right-of-way requirements,
identify parameters that may affect design, and other factors required.
3
Project Schedule *Ch,�
Engineering
2024 - 2025
ii
O N D J F
Desig n
Projected Schedule reflects City Council award in August 2024
with anticipated ELR completion in February 2025.
se
0
0
AGENDA MEMORANDUM
First Reading for the City Council Meeting of August 27, 2024
NoRPa PP¢
1852 Second Reading for the City Council Meeting of September 3, 2024
DATE: August 27, 2024
TO: Peter Zanoni, City Manager
FROM: Heather Hurlbert, CPA, CGFO —Assistant City Manager
HeatherH3(a)cctexas.com
(361) 826-3506
Miles Risley, City Attorney
MilesR(a)cctexas.com
(361) 826-3873
Reestablishing Industrial Districts and authorizing City Manager to execute Industrial
District Agreements for a 15 year period
CAPTION:
Ordinance authorizing execution of new 15 year Industrial District Agreements (IDAs);
and reestablishing the land areas located within the extraterritorial jurisdiction of the City
of Corpus Christi, Texas as Industrial Districts Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 .
SUMMARY:
The current IDAs expire December 31 , 2024. The new IDA provides for annual payments
to the City in lieu of ad valorem taxes ("PILOT) equal to: (1) 100% of the ad valorem taxes
based on market value of the land; and (2) 74.5% of ad valorem taxes based on market
value of the improvements affixed and placed in use for more than 4 calendar years. In
exchange, the City agrees not to annex the land during the term of the IDA except as
otherwise provided in the IDA. In addition, the IDAs provide for voluntary annexation (1)
when the land owner fails to timely cure any default or (2) when the Texas Legislature
adopts a bill that will in the sole but reasonable and continuing opinion of the City result
in a prohibition of annexation of all or part of the land or (3)when the land owner indicates
an intent to seek annexation in lieu of the application of the Industrial District Agreement
or (4) to the extent necessary to annex a corridor of property as provided for in Section
1.03 of the Industrial District Agreement.
BACKGROUND AND FINDINGS:
The City has had industrial districts since 1981 to enhance economic stability by attracting
the location of new and the expansion of existing industries to be located within the
industrial districts. Texas Local Government Code Section 42.044 authorizes
municipalities to contract with owners of land in an industrial district to guarantee the
continuation of the extraterritorial jurisdiction (ETJ) status of the district and its immunity
from annexation for a period not to exceed 15 years each.
The City currently has about 80 current IDAs with terms that expire December 31, 2024.
In FY 2023, the estimated billing for IDAs was $28,000,000. The companies are billed
each year for their PILOTs under the terms of the IDAs. Payments are due January 31
each year. The City provides limited services to the companies located within the
industrial districts and does not maintain streets within the districts.
Negotiations with industries for a new IDA began in December 2023. The City worked
with experts in the field and reviewed practices of other cities that have Industrial Districts
including Houston for best practices. The major contract aspects that resulted as a
product of the negotiations are as follows:
• The new PILOTs on improvements affixed and placed in use for more than 4
calendar years will increase from 62.5% to 74.5% of the amount of ad valorem
taxes which would otherwise be payable if the improvements were located within
the City limits. This is a 19% increase from the prior agreement.
• The PILOTs for land will remain at 100% of the amount of the ad valorem taxes
which would otherwise be payable if the property were located within the City limits.
• The new IDA allows companies to receive same tax exemption as allowed by
Texas Tax Code Section 11.31 for pollution control property.
• The new IDA allows companies to submit an alternate estimated PILOT in the
event there is a legal challenge to the appraised value. Upon finalization of the
lawsuit, the PILOT is adjusted to reflect the adjudicated value. The proposed
Ordinance authorizes execution of a new standard form IDA attached to the
Ordinance.
• The new IDA requires the companies to execute a voluntary petition for annexation
to be utilized in any of the following events 1) if the land owner fails to timely cure
any default or (2) if the Texas Legislature adopts a bill that will in the sole but
reasonable and continuing opinion of the City result in a prohibition of annexation
of all or part of the land or (3) if the land owner indicates an intent to seek
annexation in lieu of the application of the Industrial District Agreement or (4) to
the extent necessary to annex a corridor of property as provided for in Section 1 .03
of the Industrial District Agreement. In the event of voluntary annexation due to
bill adopted by the Texas Legislature, the IDA provides for execution of a 380
Agreement to allow the parties to receive the same benefits as if the land remained
in the City's ETJ.
• The new IDA requires all companies to install backflow/airgap equipment in
accordance with the City Plumbing Code to ensure the safety of the City's water
supply.
In addition to the standard form IDA, the Ordinance also authorizes IDAs with payments
equal to 100% ad valorem taxation on all land, improvements and property for the three
companies whose properties had previously received requested disannexation.
The new agreements are estimated to generate an additional $5.0 million annually in
revenue for the City beginning in Fiscal Year 2026. Per the City's financial policy, 5% of
the revenue generated by the IDA's funds Residential Streets and 5% funds Street
Maintenance.
ALTERNATIVES:
- Not execute a new IDA and collect no payments from the Industrial Districts
- Not execute a new IDA and pursue annexation of the Industrial District land
- Extend the current IDA with the same terms
FISCAL IMPACT:
Funding Detail:
Fund:
Organization/Activity:
Mission Element:
Project # (CIP Only):
Account:
RECOMMENDATION: Staff recommends approval of the Ordinance.
LIST OF SUPPORTING DOCUMENTS:
Ordinance reestablishing Industrial Districts and authorizing new 15 year IDAs.
-Exhibit A Map depicting location of Industrial Districts
-Exhibit B Standard form of Industrial District Agreement which includes Voluntary
Petition for Annexation, Municipal Services Agreement in event of annexation, and
standard 380 agreement in event of annexation
-Exhibit C 100% IDA with Citgo for tracts previously disannexed by ordinance
-Exhibit D 100% IDA with Basic Equipment for tracts previously disannexed by
ordinance
-Exhibit E 100% IDA with Bootstrap Energy LLC for tracts previously disannexed by
ordinance
-Exhibit F copy of City Code 55-96 industrial backflow as referenced in IDA
I
AN ORDINANCE REESTABLISHING THE LAND AREAS LOCATED WITHIN THE
EXTRATERRITORIAL JURISDICTION OF THE CITY OF CORPUS CHRISTI, TEXAS
AS INDUSTRIAL DISTRICTS NOS. 1, 2, 4, 5, 6, 7, 8, 9, 10, AND 11; AUTHORIZING
EXECUTION OF INDUSTRIAL DISTRICT AGREEMENTS; AUTHORIZING
ANNEXATION OF THE LAND WHEN THE PROPERTY OWNER REMAINS
DELINQUENT IN PAYMENTS IN LIEU OF TAXES AFTER NOTICE AND
OPPORTUNITY TO CURE; AUTHORIZING VOLUNTARY ANNEXATION OF THE
LAND UPON PETITION SUBMITTED BY LAND OWNERS; AND AUTHORIZING
EXECUTION OF 380 AGREEMENTS IN THE EVENT OF ANNEXATION PURSUANT
TO A BILL APPROVED BY THE TEXAS LEGISLATURE
WHEREAS, under Texas Local Government Code Chapter 42, Subchapter 42.044, the
governing body of any city has the right, power and authority to designate any part of the area
located in its extraterritorial jurisdiction as an Industrial District, and to treat such area from time
to time as such governing body may deem to be in the best interest of the City; and
WHEREAS, included in such rights and powers of the governing body of any city is the
permissive right and power to enter into written agreements with the owner or owners of land in
the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status
of such land, and immunity from annexation by the city for a period of time, and other such terms
and consideration as the parties might deem appropriate; and
WHEREAS, it is the established policy of the City Council of the City of Corpus Christi,
Texas (the "City"), to adopt reasonable measures permitted by law that 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 as being in the best interest of the City and its citizens;
and
WHEREAS,under said policy and the provisions of Texas Local Gov't Code § 42.044,the
City of Corpus Christi has enacted Ordinance No. 15898, approved November 26, 1980, as
amended indicating its willingness to enter into industrial district agreements with industries
located within its extraterritorial jurisdiction and designating the specified land areas as Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No.
2; and
WHEREAS, to correct certain boundary issues, Ordinance No. 029958, as amended,
reestablished Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial
Development Area No. 2 and renamed such areas "Industrial District No. 1" and "Industrial
District No. 2"; and
WHEREAS, Ordinance No. 030994 provided for disannexing from the City of Corpus
Christi, Texas, an approximately 54.35-acre tract of land and an approximately 3.89-acre tract of
land, both owned by Citgo Refining and Chemicals Company, L.P., ("Citgo") and adjusted the
boundary of Industrial District No. 1 to include the disannexed tracts and authorized the execution
of an Industrial District Agreement with Citgo requiring the payment in lieu of taxes in an amount
equal to 100 percent of the ad valorem taxes that would be due if the tracts were in the City limits;
WHEREAS, Ordinance No. 031145 provided for disannexing from the City of Corpus
Christi, Texas, an approximately 3.41-acre tract of land owned by Basic Equipment Company and
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
2
adjusted the boundary of Industrial District No. 1 to include the disannexed tract and authorizing
the execution of an Industrial District Agreement with Basic Equipment Company requiring the
payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be
due if the tract was in the City limits; and
WHEREAS, Ordinance No. 031797 provided for expanding the boundary of Industrial
District No. 2 to include approximately 213 acres; and
WHEREAS, Ordinance No. 032720 provided for disannexing from the City of Corpus
Christi, Texas, an approximately 75.58-acre tract of land and adjusted the boundary of Industrial
District No. 2 to include the disannexed tract and authorizing the execution of an Industrial District
Agreement with Bootstrap Energy LLC requiring the payment in lieu of taxes in an amount equal
to 100 percent of the ad valorem taxes that would be due if the tract was in the City limits; and
WHEREAS, an area of the City's extraterritorial jurisdiction has been informally referred
to as Industrial District No. 3 and the use of such name for a new Industrial District may cause
confusion; and
WHEREAS, Ordinance No. 031721, as amended, established Industrial District No. 4 in
Nueces County; and
WHEREAS, Ordinance No. 031775 as amended established Industrial District Nos. 5, 6,
and 7, in the City's extraterritorial jurisdiction in San Patricio County; and
WHEREAS, Ordinance No. 031817 as amended established Industrial District No. 8 in
the City's extraterritorial jurisdiction in San Patricio County; and
WHEREAS, Ordinance No. 033161 as amended established Industrial District Nos. 9,
10, and 11 in the City's extraterritorial jurisdiction in San Patricio County; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9,10, and 11 are collectively referred
to herein as the "Industrial Districts";
WHEREAS, the City Council previously authorized the entering into of contractual
obligations known as the "Industrial District Agreements" with land and/or improvement owners
located within the Industrial Districts, and the term of each Industrial District Agreement ends
December 31, 2024;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. The findings contained in the preamble of this Ordinance are determined to
be true and correct and are hereby adopted as part of this Ordinance.
SECTION 2. Industrial District No. 1, Industrial District No. 2, Industrial District No. 4,
Industrial District No. 5, Industrial District No. 6, Industrial District No. 7, Industrial District No.
8, Industrial District No. 9, Industrial District No. 10, and Industrial District No. 11 are hereby
reestablished with boundaries as described by the ordinances referenced above and as depicted in
the attached and incorporated Exhibit A. If any Industrial District boundary description is found
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
3
to be insufficient, then the boundary of said Industrial District shall incorporate the area for such
Industrial District as depicted on Exhibit A.
SECTION 3. The City may create new Industrial Districts and expand or diminish the size
of any Industrial District and the City hereby reserves all rights and powers it may have or acquire
to revoke in whole or in part the creation of all or any part of an Industrial District, except to the
extent that it has agreed not to do so in any industrial district agreement.
SECTION 4. The City Council approves and authorizes the entering of contractual
obligations with property owners within the extraterritorial jurisdiction of the City in substantially
the form of the Industrial District Agreement as shown in the document which is attached hereto
and incorporated herein as Exhibit B. The City Manager, or his designee, is hereby authorized to
execute such documents and all related documents on behalf of the City of Corpus Christi.
SECTION 5. Notwithstanding Section 4, the City Council approves and authorizes the
entering of contractual obligations with Citgo Refining and Chemicals Company, L.P. in
substantially the form of the Industrial District Agreement as shown in the document which is
attached hereto and incorporated herein as Exhibit C to include the tracts disannexed by Ordinance
030994 and requiring the payment in lieu of taxes in an amount equal to 100 percent of the ad
valorem taxes that would be due if the disannexed tracts were in the City limits. The City Manager,
or his designee, is hereby authorized to execute such documents and all related documents on
behalf of the City of Corpus Christi, with further changes approved by the City Attorney in a
manner that retains 100% payments in lieu of taxes.
SECTION 6. Notwithstanding Section 4, the City Council approves and authorizes the
entering of contractual obligations with Basic Equipment Company in substantially the form of
the Industrial District Agreement as shown in the document which is attached hereto and
incorporated herein as Exhibit D to include the tracts disannexed by Ordinance 031145 and
requiring the payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes
that would be due if the disannexed tracts were in the City limits. The City Manager, or his
designee, is hereby authorized to execute such documents and all related documents on behalf of
the City of Corpus Christi, with further changes approved by the City Attorney in a manner that
retains 100%payments in lieu of taxes.
SECTION 7. Notwithstanding Section 4, the City Council approves and authorizes the
entering of contractual obligations with Bootstrap Energy LLC in substantially the form of the
Industrial District Agreement as shown in the document which is attached hereto and incorporated
herein as Exhibit E to include the tracts disannexed by Ordinance 032720 and requiring the
payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be
due if the disannexed tracts were in the City limits. The City Manager, or his designee, is hereby
authorized to execute such documents and all related documents on behalf of the City of Corpus
Christi, with further changes approved by the City Attorney in a manner that retains 100%
payments in lieu of taxes.
SECTION 8. A copy of Section 55-96 of the City Code that is referenced in Section 1.06
of the Industrial District Agreements is attached hereto and incorporated as Exhibit F for purposes
of Section 1.06 of the Industrial District Agreements.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
4
SECTION 9. The City Manager or designee is authorized to take all steps necessary to
initiate annexation proceedings, accept voluntary annexation documents, send required pre-
annexation and post-annexation documents, and, subject to required City Council actions,
complete any annexations of all lands identified in any of the aforementioned Industrial Districts:
(1)upon which the owner of any property thereon has failed to execute an industrial district
agreement and incorporated Petition for Annexation and Agreement for Provision of
Municipal Services within the timeline established by the City Manager or designee, with
said annexation to be effective only after the expiration of a prohibition of annexation
pursuant to an effective industrial district agreement, non-annexation agreement, or 212
agreement concerning said land,
(2) upon which the owner of any property thereon has defaulted in their industrial district
agreement,
(3) if a bill is approved by the Texas Legislature that will, in the sole but reasonable and
continuing opinion of the CITY, result in a prohibition of annexation of all or part of the
Land,
(4) upon which an owner of land requested annexation in lieu of the application of the
Industrial District Agreement, or
(5) to the extent necessary to annex a corridor of property as provided for in Section 1.03
of each Industrial District Agreement.
SECTION 10. The City Manager or designee is authorized to execute 380 Agreements in
substantially the form attached to the Industrial District Agreement(s) in the event of annexation
pursuant to the Industrial District Agreement as a result of a bill is approved by the Texas
Legislature that will, in the sole but reasonable and continuing opinion of the CITY, result in a
prohibition of annexation of all or part of the Land.
Introduced and voted on the day of , 2024.
PASSED and APPROVED on the day of , 2024.
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
5
EXHIBIT A—Map of Industrial Districts Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11.
EXHIBIT B— [To be inserted] Standard Form of Industrial District Agreement.
EXHIBIT C — [To be inserted] Industrial District Agreement with Citgo Refining and Chemicals
Company, L.P. to include the tracts disannexed by Ordinance 030994 and requiring the payment
in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be due if the
disannexed tracts were in the City limits.
EXHIBIT D — [To be inserted] Industrial District Agreement with Basic Equipment Company to
include the tracts disannexed by Ordinance 031145 and requiring the payment in lieu of taxes in
an amount equal to 100 percent of the ad valorem taxes that would be due if the disannexed tracts
were in the City limits.
EXHIBIT E — [To be inserted] Industrial District Agreement with Bootstrap Energy LLC to
include the tracts disannexed by Ordinance 032720 and requiring the payment in lieu of taxes in
an amount equal to 100 percent of the ad valorem taxes that would be due if the disannexed tracts
were in the City limits.
EXHIBIT F - A copy of Section 55-96 of the City Code referenced in Section 1.06 of the
Industrial District Agreements.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
6
EXHIBIT A-Map of Industrial Districts No. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11
IndustrialDistflfts—Districts9, 10, &
11 have no IDA agts b/c they are
subjectto TLGC 212 ETJ agts & not s
req'd to get IDA's until 2033 —
Industrialdistrictscreatedon 9-5-23 11
to reventtheirremovalfromCit 's 10 �7
p y PorllaridLy 5, 8 I
ETJ-pursuantto 5B 2038 passed in ��,/
2O23 legislativesession
Nueces Bay I i
•n tt
4 1
I,( There is no ID#3.There used to be an
2 Corpus ID in the Gulf,called ID#3.City has
Rabslown T Christi annexed as much as allowed in that
' �n•'�'Christi
A area now.To avoid confusion with the
rts
trin previous ID area,ID#3 was not used
Airport when additional IN were added in the
/r last 5 years.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
a -
e
L ..
@�a SY.zYLY..5-4
Ilk
M1 •^�� f'k00
2 1
CITY nF
F
CO-RPUS CIIHIST-1,
DvpGrtment of Engineering Services
survey Division
- ► - •
a.
Leiiei + „W -. eLIK lfe\[ en Ji 01, �-
� E��L`F'" +••iii���iee I I M.,iL ^]eiii e I'll
J
6 di
eiiiii\ iieefiiLW iyRii fill Jli iiL _
- � _ _ Ls"i 1 J iiiL fiL s iAie sio. .I•y '.<�
■ei - c iocLx. �1 9Y 4 i s e
� �' ��•¢ - - ■ac s\i naa ansiuu�i \om tax:■ :'
� J
r}P IP • �+� c - '
A
CITY of
1 l • CORPUS- 4r7
8
031797 Industrial District No. 2 without additional Bootstrap Area
LINE BEARING DISTANCE L5
Rand Morgan Road --'t
L1 N 0-30-56 W 8,785'
L2 N 89-24-30 E 5,144'
L3 N 9-27-6 E 5,958' el
L4 S 56-34-14 E 21,757' QV Of
L5 S 1-16-47 E 645' Corpus Christi
L6 S 88-28-39 W 18,100'
0 1,750 3,500 7,000
Feet /i.
1 inch=2,500 feet %
i`
DATE:MAY 9,2019 %
DRAWN BY:A.OLT
i
L4 i Mckinzie.Rd
/i
i`
i`
i
f
CIO!Of
(iirPu.+Chrr.sli .ti�% m L6
% ro
A`
r
L3 county Road sa
L2 POINT OF
BEGINNIN(
City of C.C. v
U
IND#2
County Road 1694
L1
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2Cl9F9C8\@BCL@2Cl9F9C8.docx
9
032720 Industrial District No. 2 with additional Bootstrap Area
UP
444
�71
'��° ti x
v�
MCW
0
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
10
031721 Industrial District No. 4
rr_
J
— 449�4.32 Acres
1,051,05FOOFS OAF +"
3.67 Acres
S
j g
Le®end
3 � I '� 5 �Gpuvt line
yfgv Ifw<+-�. N � �E�a T-G�ax Prgrem-Dnii IIrte 3b]+Yrv3
F- EUIC T-G,!a]C P1'WCh rsP3.33 Mesl
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
11
031775 Industrial District Nos. 5, 6, and 7
ry
36
i
K�
_ Industrial District#6 �.
TPCO America
ja
-. Industrial District#7
Reynolds Metals
tik
In de
Ilk
t r *
IMI
r
Industrial District#S
Nashtec
Legend Reference Items
M industrlai Districts Nortns,de C.0 iaay AnnexArea _ O City Limits j ETJ Parcel Lines
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
12
031817 Industrial District No. 8
Proposed Industrial District No. S
For emours
um
r
$. - I-••
industrial District#8
(Chemours)
N
A
�, r
POINT OF
BEGINNING7 ``
YAIRE
TE
C'I'IV OF INGLECN'Y LIMTTNs FF< Na�allo6epR RACT WITHIN
THE CITY OF CORPUS CHRISTI,TEXAS CITY LIMITS
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
13
033161 Industrial District Nos. 9, 10, and 11
San Patricio County
Industrial Districts
ID 9
35
h�~ 11 D.11
I
Legend For,Iand
Industrial District 9
C Industrial Dishict 10
Industrial Dishict 11 5 I
Miles
Source:Economic Develo"mt DepaOmaml.July 2023
asrn c.nserew Anaaoraarw..city m[srpu onrisu�amanm_o.wirpnenmemsw obveffinmusui�oisamaapn
C:\Users\ufc-prod\AppData\Local\Temp\BCL Tech nologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
14
EXHIBIT F - A copy of Section 55-96 of the City Code referenced in Section 1.06 of the
Industrial Districts.
"Sec. 55-96. Industrial backflow.
(a)All potable water connections between an industrial facility or industrial processing unit and the city's
water system must be equipped with a reduced pressure backflow preventer(assembly) or air gap, which
will prevent backflow and back-siphonage. A reduced pressure backflow preventer(assembly) or air gap
must be installed directly after each city meter servicing potable water and meet Texas Commission on
Environmental Quality and Municipal Code requirements. If an industrial facility is in compliance with all
TCEQ regulations related to backflow prevention, the city's chief operating officer may, at his discretion
and in writing, approve the facility's use of a backflow prevention method that is an alternative to the
reduced pressure backflow preventer(assembly)or air gap,is in addition to fully-effective cross-connection
control in accordance with TCEQ requirements,and is fully verifiable by the city at or adjacent to each city
meter. Approval of such system requires a chief operating officer determination that such system provides
better protection of the city's water system than a reduced pressure backflow preventer (assembly) or air
gap-
(b)Fire service lines must have a double-check assembly directly after the city meter or tap.
(c)All backflow preventers(assemblies),excluding air gaps,must be inspected and certified to be operating
within specifications on an annual basis by a state-licensed backflow prevention assembly tester. In
addition, the backflow prevention assembly tester must file a copy of the test report with the city's third-
parry database within ten(10)days of the testing.
(d)Upon installing,repairing,or replacing a reduced pressure backflow preventer(assembly)or an air gap
on a property with an industrial facility or industrial processing unit,an industrial district affidavit must be
immediately submitted by a Texas licensed professional engineer to the utilities department for each city
water meter on the property.In addition,upon relocating a water meter,an industrial district affidavit must
be immediately submitted by a Texas licensed professional engineer to the utilities department. The
industrial district affidavit must confirm there is no cross-connection between the city meter(s) and
backflow preventer(s) and will be on a form designated by the city. The industrial district affidavit also
identifies the location of each backflow preventer(s).
(e) The city has the right to inspect any connections to the city's water system, including any valves and
backflow prevention devices.
(f) If the owner or operator of an industrial facility or industrial processing unit fails to comply with this
section,the city may refuse to connect the industrial facility or industrial processing unit or disconnect the
property, facility, or unit from the city's water supply system. Failure to comply with the requirements of
this section will result in termination of the water service.
(g)A violation of this section is a nuisance punishable by a fine of up to two thousand dollars ($2,000.00).
Each day any violation of this section continues constitutes a separate offense.
(h)If an industrial facility is in compliance with all TCEQ regulations related to backflow prevention as of
the effective date of the ordinance codified in this section,then the chief operating officer of the city may,
at his discretion and in writing,provide the facility a time period of up to one hundred eighty(180)days to
bring the facility into compliance.Regardless of any time period provided for compliance with this section,
if an imminent threat to the city's water system exists,the city will terminate the customer's water service
immediately."
(Ord.No. 032617, § 1, 12-7-2021)
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@2C19F9C8\@BCL@2C19F9C8.docx
INDUSTRIAL DISTRICT AGREEMENT NO. «ID»
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
This Industrial District Agreement ("Agreement") is made and entered into under the authority of Section 42.044 of
the Texas Local Government Code,by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and <<LO Name», a
<<LO Entity_State» <<LO Entity_Type», Landowner,«IO_Name», a «IO_Entity_State» «IO Entity_Type»,
Improvements Owner, and <<L Name», a<<L Entity_State» <<L Entity_Type» Lessee,hereinafter collectively called
the "COMPANY." The CITY and the COMPANY are hereinafter sometimes referred to individually as a "Party"
and collectively as the "Parties."
WHEREAS,it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt reasonable
measures permitted by law that 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 reaffirmed
and adopted by this City Council as being in the best interest of the CITY and its citizens; and
WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the
Extraterritorial Jurisdiction(ETJ)of the CITY; and
WHEREAS,under said policy and the provisions of Section 42.044, Texas Local Government Code,the CITY has
enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating
its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the
specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development
Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such
areas "Industrial District No. 1 and Industrial District No. 2" and Ordinance Nos. 030994 and 031145 expanded
Industrial District No. 1,and Ordinance Nos. 031797 and 032720 expanded Industrial District No. 2; and
WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces
County; and
WHEREAS,Ordinance Nos. 031775,031817,and 033161,as amended,established Corpus Christi Industrial District
Nos. 5, 6, 7, 8,9, 10, and 11 in the CITY's ETJ in San Patricio County; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial
Districts"; and
WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said Industrial
Districts, and for this purpose,desires to enter into this Agreement with the COMPANY; and
WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY's structures and properties within such Industrial Districts.
NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and
under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY
referred to above,the CITY and the COMPANY hereby agree as follows:
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 1
Article 1
Section 1.01 Immunity from Annexation.The CITY covenants and agrees that during the term of this Agreement,
and subject to the terms and provisions herein,the Land shall retain its extraterritorial status as an Industrial District,
except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement,the CITY further
covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement.
Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the
COMPANY will not use or permit the use of the Land and/or Improvements covered by this Agreement for purposes
not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which
the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such
parties holding such similarly situated land. Holding the Land and Improvements for future "industry" use, without
using same for non-industry purposes, does not violate this Section 1.02. If the COMPANY uses, or permits use of,
the Land and/or Improvements covered by this Agreement for purposes not included within the term "industry" as
defined above,then the PILOT to be paid by the COMPANY under this Agreement shall be increased to an amount
equal to 100%of the amount of ad valorem taxes on Land and Improvements,sited on the Land,that would otherwise
be payable to the CITY by the COMPANY if said Improvements were situated on land within the CITY limits of the
CITY. The increase shall be immediately effective for all payments from the inception of this Agreement, and the
COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non-
industry use,subject to the notice and opportunity to cure provided for in Section 4.04,an amount equal to said 100%
of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to
the CITY under this Agreement,plus penalties and interest as if the amounts were delinquent taxes. The CITY shall
be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition,the CITY
shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent
jurisdiction,upon the court's determination that the use is not an"industry"use,requiring that the use be permanently
discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY
shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements.
Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails
to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said
defaulting company is not contiguous with the CITY's boundary,the COMPANY shall,after the CITY provides the
COMPANY with 60 days prior written notice of intent to initiate annexation proceeding,permit the CITY to annex a
suitable strip of land out of the COMPANY's Land from the CITY'S boundary to the defaulting company's land to
permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex
property owned by third parties,the CITY will annex the absolute minimum amount of the COMPANY's Land legally
necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the
approval of the COMPANY which approval shall not be unreasonably withheld. The COMPANY and such annexed
Land shall have no right to any CITY services as a result of such annexation;nor shall the CITY extend,by ordinance,
any rules,or regulations to such annexed Land,including,but not limited to,those(a)governing plats and subdivisions
of land,(b)prescribing any building,electrical,plumbing or inspection code or codes,or(c)attempting to exercise in
any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of
Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any
Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for
an annexation corridor no longer exists,including but not limited to the defaulting company entering into an Industrial
District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any
annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the
steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary
annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03,any of such annexed portion of
Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar
Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any
Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under
Article 3 for such year, and(ii) as an economic development incentive grant under a program authorized by Chapter
380 of the Texas Local Government Code,remit(either as an offset against the amount of payment in lieu of tax owed
to the CITY under this Agreement or as a rebate paid to the COMPANY),within 60 days following the CITY's receipt
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 2
of proof of payment of such CITY taxes,the portion of such CITY taxes that is in excess of the PILOT that would
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and
any Improvements and other property located thereon had such annexed portion of Land not been annexed.
Section 1.04 City Services. During the Term hereof,pursuant to this Agreement,the CITY shall have no obligation
to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for
by the COMPANY on the date hereof,or as otherwise stated herein.
Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the
option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof.
Section 1.06 Compliance with City Rules and Reeulations. The CITY and the COMPANY agree that during the
Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not
require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions
thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it
will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances
governing subdivision of land;(2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit
E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those
regulations relating to the delivery of utility services and industrial waste disposal through CITY-owned facilities.
The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow
prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code
as said section exists on the signature date of this Agreement and state law, including any periodic certifications
required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will review the
COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed
method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's
water-connection location as a reduced pressure backflow preventer(assembly).After such review and determination,
CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request
TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed
alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow
prevention method unless the CITY determines that said proposed alternative backflow prevention method will not
provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY,
CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and
municipal systems that utilize backflow prevention technologies. If the CITY does not respond within 60 days of such
written COMPANY request,then the request for use of said jointly-proposed,TCEQ-approved alternative backflow
prevention method will be deemed approved.
Section 1.07 Definitions.The following terms have the following meanings:
A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
B. CAD. The appraisal district(either the Nueces County Appraisal District [NCAD] or the San Patricio
County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the
Improvements located within the boundaries of such appraisal district.
C. Calendar Year.A period of time beginning January I and ending December 31 in a numbered year.
D. Existing Improvements. Improvements other than New Improvements.
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 3
E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as
amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate
boundaries of the CITY and that is located within five miles of those boundaries.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721,
031775,031797,031817,033161,or future ordinance of the CITY,are incorporated herein by reference.
H. Industrial District Agreement. An agreement made and entered into under the authority of Section
42.044 of the Texas Local Government Code.
L Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial
Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the
Industrial Districts,whether or not it is in included in Exhibit A.
J. Market Value.As determined and defined by the applicable CAD.
K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
N. Prior Industrial District Agreement. The Industrial District Agreement by and between the CITY and
the COMPANY that expired December 31,2024.
Article 2
Section 2.01 Term. The term of this Agreement(Term) shall be 15 years from January 1, 2025 to December 31,
2039,unless earlier terminated as herein provided.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COMPANY
shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the
Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form
attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the
COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1,2039 shall entitle the City to
(1)file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement
and/or(2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure
to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on
annexation,that can be legally applied after annexation will continue to apply until December 31,2039.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT).Each year during the Term hereof, the COMPANY
shall pay to the CITY:
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 4
A. Land.An amount in lieu of tax on the Land(excluding Improvements located thereon)equal to 100%of the
amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to
CITY by COMPANY if the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to
74.5%of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which
would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on
land within the CITY limits.For purposes of this calculation,the Existing Improvements will not include the
pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property
Tax Code 11.31.
C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and
Placed in Use,the COMPANY shall pay 0%PILOT for said New Improvement.
D. With respect to any new land acquired by the COMPANY located within an Industrial District,the new land
shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in
lieu of tax payment on the Land as of January I of the first year following the date which the new land is
acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the
COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the
applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and
promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each
execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land
substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms
and provisions of this Agreement.
E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of
the CITY, but not in an Industrial District,the COMPANY shall report such purchase to the CITY and the
CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement,or upon final
determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD,
Geographic ID numbers and the Market Values related thereto, and showing all Land and Improvements owned or
controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the
"Schedule") and each exemption applicable to the calculation of taxation on each item of property (specifying
exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any Improvements
were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms,information,and documents
provided by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review Board.Failure
to provide the Schedule to the CITY shall constitute a breach of this Agreement.
Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S
annual in lieu of tax payment required under this Agreement,the calculation shall be made utilizing the Market Value
of all Land and Improvements, but not including the Land and/or Improvements that qualify for the exemption for
pollution control property as provided in Texas Property Tax Code Section 11.31 as determined by the applicable
CAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide
information and reports required under this Agreement and under Texas law,rules and regulations to the applicable
CAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement
shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same
as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 5
or any non-CAD related billing dispute,the COMPANY agrees to pay to the CITY an initial estimated PILOT,on or
before the Due Date in Section 3.07 below,based on the amount billed by the CITY.
Alternate Estimated PILOT.- If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties
on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November
V of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each
CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each
value.This written notice shall be accompanied by the COMPANY's calculation of:
(1) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the Market Values determined
by the CAD(CAD-determined Market Values for the tax year subject to the lawsuit), and
(2) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the market values estimated
by the COMPANY(COMPANY-determined market values for the tax year subject to the lawsuit), and
(3) the total, cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year
subject to the lawsuit.
If the total cumulative CAD-determined Market Values for the tax year subject to the lawsuit are more than 20%
greater than the total, cumulative CAD-determined Market Values for the immediately prior tax year, then the
COMPANY may pay an Alternate Estimated PILOT,based on the greater of:
(1) the COMPANY-determined market values for the tax year subject to the lawsuit,or
(2) 120%of the total,cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to
the tax year subject to the lawsuit(s).
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or
Alternate Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT
due based on the final determination.If,as a result of final unappealable judgment of a court of competent jurisdiction,
or as the result of other final settlement of the controversy,the PILOT due to the CITY is established to be an amount
less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY,the excess in
lieu of tax payment,if any,collected by the CITY shall be returned to COMPANY within 60 days after COMPANY
provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of
reimbursement,such as a credit to the in lieu of tax payments due the next year.Any non-CAD related billing disputes
shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY.
Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount
for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of
the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such
year if said Improvements were situated on land within the CITY limits(Calculation: Market Value of Improvements
x 15% x CITY tax rate =Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall
not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this
Agreement if either(i) as of January 1 of such year,the COMPANY is a member in good standing of the Refinery
Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section
775.032(a)(1),(2),and(3)of the Texas Health and Safety Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due.The CITY shall mail an invoice to the COMPANY,which sets forth the
amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall
be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below,and shall be mailed to the address
shown in Section 10.03 of this Agreement.The calculation shall be made with reference to the exemption for pollution
control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as
same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified
by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without
reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following
each year during the Term hereof(the "Due Date"), all PILOTS provided for hereunder and invoiced by the CITY in
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 6
accordance with Section 3.06 above,without discount for early payment,but subject to Section 3.04.Notwithstanding,
if the CITY sends a late invoice (after January ls�, then the COMPANY will pay the CITY within 30 days after
receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTS
hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation,including,
but not limited to,laws relating to rendition,assessment,equalization and appeal.Any invoiced amounts that are not
paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at
12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Section 3.08 Filing of Industrial District Agreement.After execution,the CITY will file this Agreement with the
applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file-stamped copy to the
COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of
such filing.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due
to the CITY hereunder or a payment due by January 31,2025 under the Prior Industrial District Agreement_or if the
COMPANY fails to perform any other material obligation incumbent upon the COMPANY to be performed
hereunder or revokes any provision of this Agreement or attachment hereto, and if such default is not fully corrected
within 60 days (or such longer period to the extent required by Section 4.04) after the CITY gives written notice of
said default to the COMPANY, the City shall have the option to either (1) accept the COMPANY's Petition for
Annexation and Agreement for Provision of Municipal Services and commence annexation proceedings, in
accordance with Section 10.07 below, and sue to recover all damages; or (2) continue this Agreement for its Term
and collect the payments required hereunder.A failure to perform pursuant to this Agreement will not be considered
"material"if such failure to perform does not affect reporting,payment,annexation,or enforceability of any provision
of this Agreement. Nonetheless, a COMPANY violation or failure to perform this Agreement, regardless of
materiality shall entitle the City to declare this Agreement in default and commence ordinary annexation proceedings.
Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements which may, in
the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below,be
enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes.
Additionally,the CITY shall be entitled to and have a contractual lien on the Land and Improvements which may be
foreclosed in the event of such uncured default (1)judicially or(2) extra judicially in the same manner as a deed of
trust under the Texas Property Code, and for that purpose may appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance
annexing any of the Land(except with reference to any annexation provided for herein),the COMPANY shall provide
written Notice of Default(clearly labeled as such)to the CITY and COMPANY shall be entitled to enjoin the CITY
from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance
adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the
COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder,
under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this
Agreement.
Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give the COMPANY written
Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured.Thereafter,the COMPANY will be afforded 60 days within which to cure
the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a
Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after
CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days
not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 7
does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the
COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement.
Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Riehts and Remedies. It is expressly understood that if at any time the COMPANY is
in default in any provision of this Agreement,the failure on the part of the CITY to promptly avail itself of the rights
and remedies that the CITY may have,will not be considered a waiver on the part of the CITY; provided that if the
CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies
or elect to terminate this Agreement on account of such default,then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the
failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may
have,will not be considered a waiver on the part of the COMPANY;provided that if the COMPANY within 4 years
from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this
Agreement on account of such default,then such default is deemed waived.
Section 4.07 Limitation of Liability.To the fullest extent permitted by law,and not withstanding any other provision
of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or
indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to
limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid PILOT,late penalties and
interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees.
Article 5
Section 5.01 Description of Property.The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as
Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section
3.01 which becomes included in the Land,COMPANY agrees to provide to CITY a listing of Geographic ID numbers
as available from the applicable CAD or its successor.
Article 6
Section 6.01 Annexation By Another Entity.If any attempt to annex any of the Land owned,used,occupied,leased,
rented or possessed by COMPANY,is made by another municipality,or if the incorporation of any new municipality
should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent
injunction against the annexation or incorporation,with the cooperation of the COMPANY, and shall take any other
legal action necessary or advisable under the circumstances.The cost of the legal action shall be borne equally by the
Parties;provided,however,the fees of any special legal counsel shall be paid by the Party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction
enjoining the attempted annexation or incorporation described in Section 6.01 above,the COMPANY shall have the
option of(1)terminating this Agreement,effective as of the date of the annexation or incorporation into the CITY,or
(2) continuing to make the PILOTS required hereunder. This option shall be exercised within 30 days after the
application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall
place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-
bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent
injunction and/or upholding the annexation or incorporation,or a final settlement or other final disposition of
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 8
the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be refunded to the COMPANY;or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent
injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition
of the controversy allows or upholds the annexation or incorporation,then all of such payments and accrued
interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity,then
the COMPANY shall within 90 days give notice to the CITY of said sale,and this Agreement shall continue in effect
as to all Land and/or Improvements sold.If the COMPANY leases all or a portion of the Land or Improvements to an
entity that will be responsible for payment hereunder,the COMPANY shall within 90 days give notice to the CITY
of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased.
Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or
Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with
the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee
assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or
Improvements.The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up-
to-date and said agreement provides for execution of documents required by the CITY to ensure the continued
enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the
COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required
payments after assuming such responsibility,the COMPANY may,after notice in accordance with Section 4.04,either
make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below.
Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for
Annexation and Agreement for Provision of Municipal Services,in substantially the same form as the one attached
as Exhibit C,signed by the buyer before the CITY will consent to the assignment.
Section 7.03 Covenant Running with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS
RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE
REAL PROPERTY RECORDS OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS,
AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS
AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE
FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE
SAME RIGHT TO INVOKE AND ENFORCE,THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL
SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the
COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates
and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells,assigns,or in any
other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements
herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension
thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the
benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all
provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for
Annexation and Agreement for Provision of Municipal Services.Failure of any owner of the Land to execute this
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 9
agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will
constitute a default.
Article 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area.The COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Section 9.02 Water Procurement.The COMPANY acknowledges that the CITY provides a regional water system
that is critical to the well-being and economic growth of the entire area and that it is important for each customer to
continue to use the system as its principal source of water. The COMPANY agrees to provide six months written
notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the
CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of
water, subject to any obligations that that might apply to the CITY pursuant to state law.
Article 10
Section 10.01 Severability. In the event any word,phrase,clause, sentence,paragraph, section, article or other part
of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by
any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application,
illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other
part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and
the validity of the remaining parts of this Agreement shall not be affected thereby.
Section 10.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated
herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be
amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.
Section 10.03 Notices.Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to
which it refers, "INDUSTRIAL DISTRICT AGREEMENT NO.JD»".Each Party must notify the other Party of
any change of address in writing.
To the CITY: City of Corpus Christi-City Manager
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
With copies to City of Corpus Christi Director of Finance
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3105
City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 10
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
If to COMPANY: «LO Name)) (Owner of the Land)
«LO Notice Address))
«LO Notice_City>>
Phone: «LO Notice Phone»
With copies to: «IO Name»(Owner of the Improvements)
«IO Notice Address»
«IO Notice_City»
Phone: «IO Notice Phone»
and «L Name))(Lessee)
«L Notice Address»
«L Notice_City»
Phone: «L Notice Phone»
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in
Nueces County,Texas , and/or San Patricio County,Texas.
Section 10.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 10.06 Authority; Construction.By acceptance of this Agreement and/or benefits conferred hereunder,each
parry represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter
into this Agreement and to obligate and bind such party to all of the terms,covenants and conditions contained herein.
The headings contained in this Agreement are for reference purposes only,are not to be considered a part hereof,and
shall not affect in any way the meaning or interpretation of this Agreement.Unless the context otherwise requires: (1)
the word "including" shall mean "including, but not limited to," (ii) words used in the singular shall also denote the
plural,and words used in the plural shall also denote the singular,and(iii)references to the terms"Article,""Section,"
"clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified.
Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to
timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in
furtherance thereof in the event of such a failure,a voluntary Petition for Annexation and Agreement for Provision
of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by
the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in
accordance with this Agreement.
Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the
Property in the event that, during the Term of this Agreement, a bill is approved by the Texas Legislature that will,in
the sole but reasonable and continuing opinion of the CITY,result in a prohibition of annexation of all or part of the
Land. hi addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal
Services pursuant to this section,the City may pursue such other annexation actions related to the Land as appropriate
to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill
approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380
Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement,in the form
attached as Exhibit E. In the event of such legislation, the Parties will consider alternative legal arrangements that
would preserve the Parties' rights and authority that would not require full annexation.
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 11
The preceding_paragraph applies to any of the COMPANY's successors,assigns,or Affiliates provided for in Section
8.01,regardless of ownership or other interest in Land subject to this Agreement,including the provisions related to
the 380 Agreement.
If the Land is annexed,this Agreement will terminate automatically upon payment of the final PILOT payment due
under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that
accrued prior to the date of annexation under this Agreement,and the CITY may pursue all remedies in law and equity
to collect such past due PILOT payments.Nonetheless,no PILOT will be due for any year for which the COMPANY
is subject to taxation due to annexation.
This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government
Code § 212.172. The Parties agree that the following disclosure is sufficient for purposes of Section 212.172 (b-1)of
the Texas Local Government Code:
THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO
OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO
ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS
LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER
SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COMPANY
PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY,
THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY
WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS
ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION
AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A
PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION
BY PETITION.
THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN
ANNEXATION,ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER
ARTICLE 4.
Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas, no
subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's
ability to annex the Land covered herein pursuant to the terms of this Agreement.
Section 10.09 Most Favored Nations. If CITY enters into a new Industrial District Agreement,or a renewal of any
Industrial District Agreement, with a landowner which contains in lieu of tax payment terms and provisions more
favorable to the landowner than those in this Agreement, COMPANY and its successors and assigns shall have the
right to either terminate this Agreement or amend this Agreement to contain the more favorable in lieu of tax payment
terms and provisions.For purposes of the immediately preceding sentence,"landowner"shall not include any tourist-
related business or facilities under Section 42.044,Texas Local Government Code.
The foregoing provisions of this Section 10.09 do not preclude the CITY from entering into a onetime, economic
development agreement with any new major employer within the CITY's ETJ, or with any company proposing a
major new investment within the CITY's district ETJ,as part of the CITY'S economic development program.
Exhibits:
Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Exhibit B Form of Sworn Schedule of Values
Exhibit C Petition for Annexation &Agreement for Provision of Municipal Services—to be executed at
time of signatures to Agreement by all Land owners
Exhibit D Form of Property Supplement
Exhibit E Standard Industrial District Annexation 380 Agreement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 12
EXECUTED this day of 2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: «LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «L0_S1gnatory_T1tle» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 13
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Name:
Title: 40 Signatory_Title» Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«IO_Signatory»,
as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type>>,on behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: oL Signatory» Naine:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by«L_Signatory»,
as the «L_Signatory_Title>>of«L Name>>,a«L_Entity_State» «L_Entity_Type»,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 14
Exhibit A
Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Depictions of Land subject to this Agreement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 15
Exhibit B Form of Sworn Schedule of Values for Industrial District Agreement No.
As of 1/1/
Due 8/31/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Geographic Description Earliest Date that CAD Market Did CAD declare COMPANY Prior year Did CAD declare
ID# Property was first Value property exempt valuation in CAD prior year property
placed in use or from taxation lawsuit filed Market exempt from
affixed to the Land pursuant to Texas by value taxation pursuant to
if Property is an Property Code COMPANY Texas Property
Iniprovement 11.317 Code 11.31
Total
I a duly authorized official of the above COMPANY, do swear that the
inforination provided is accurate and within my knowledge.
Signature Date
Name & Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 16
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Christi,Texas:
The undersigned Landowner(s)of the hereinafter described tract of Land,which is without residents,request the City
Council of the City of Corpus Christi,Texas,to extend the present city limits of the City of Corpus Christi,Texas,to
include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District
Agreement to which this document is attached,and the document description herein is considered incorporated herein.
We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under
Subchapter E of that chapter as it may be amended.
Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned
Landowner(s). This Petition for Annexation of the above-described tract of land is intended to be signed and duly
acknowledged by each and every owner of said Land.
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory», as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 17
Exhibit C
Agreement for Provision of Municipal Services
This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government
Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"'), and
("Landowner").
WHEREAS, the Landowner has requested that the City consider annexation of the territory described in
Exhibit A of the Industrial District Agreement to which this document is attached situated in
County,Texas,which is hereinafter described as the "Land";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local
Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into
between the City and Landowner of the Subject Property prior to annexation;
WHEREAS,the City Council of the City of Corpus Christi,Texas,finds and determines that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation
area than were in existence in the annexation area at the time immediately preceding the
annexation process, and
• this Agreement for Provision of Municipal Services will provide the Land with a level of service,
infrastructure, and infrastructure maintenance that is comparable to the level of service,
infrastructure, and infrastructure maintenance available in other parts of the municipality with
topography, land use, and population density similar to those reasonably contemplated or
projected in the area; and
• all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas
Local Government Code Chapter 43 to annex the Land into the CITY.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the CITY and the
Landowner(s) agree as follows:
Section 1.Recitals.The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true
and correct and are hereby adopted by the Parties and made a part hereof for all purposes.
Section 2.Services to be Provided.The following service list represents the provision of services agreed to between
the landowner of the Property and the City establishing a program under which the City will provide municipal
services to the Subject Property as required by Texas Local Government Code §43.0672,which will be provided at
a level consistent with services levels provided to other similarly situated areas within the City.
• Police Protection: The Corpus Christi Police Department will provide police protection at the same
level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar
topography, land use, and population density.
• Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380
Agreement(if applicable) attached to the Industrial District Agreement to which this document is
attached, the Corpus Christi Fire Department will provide fire protection and suppression at the same level
of service now being provided to other areas of the City of Corpus Christi,Texas,with similar topography,
land use,and population density.
• Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical
services at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,
with similar topography,land use, and population density.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 18
• Solid Waste Collection: Solid waste collection and services will be provided at the same level of service
now being provided to other areas of the City of Corpus Christi, Texas,with similar topography, land use,
and population density.
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area
of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in
accordance with the Corpus Christi Code of Ordinances,Corpus Christi Unified Development Code,Utility
Department Policies, and engineering standards at the same level of service now being provided to other
areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density,
provided the service is not currently served by another utility through existing facilities located within or
adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the
proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may
be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi
unless the facilities are dedicated to and accepted by the City of Corpus Christi.The current water line mains
at their existing locations shall be available for point of use extension based upon the current City's standard
water extension policies now existing or as may be amended. On-site sewage facilities will be allowed
contingent upon the property owner meeting all city, county, state and federal requirements.
• Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied
pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached
to the Industrial District Agreement to which this document is attached,The City will maintain public
streets, including road and street lighting, within the annexed area at the same level of service now being
provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and
population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-
of-way, roadway, or utility company easement shall be maintained by the applicable utility company
servicing the City of Corpus Christi,Texas,pursuant to the rules,regulations, and fees of the utility.
• Operation and Maintenance of Parks,Playgrounds and Swimming Pools:Currently,there are no public
recreational facilities in the annexation area,including parks,playgrounds,or swimming pools.
• Operation and Maintenance of any other Publicly-Owned Facility,Building, or Service: Currently,no
other publicly owned facilities, buildings, or services are identified in the annexation area. If the City
acquires any such facilities,buildings,or services within the annexation area,an appropriate City department
will provide maintenance services.
Section 3. Schedule of Services.In accordance with Texas Local Government Code § 43.0672(c),no other services
are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local
Government Code § 43.0672(b)is not applicable as all services identified herein will be provided upon the effective
date of annexation.
Section 4.Level of Service.Nothing in this Service Agreement shall require the City to provide a uniform level of
full municipal services to each area of the City,including the annexed areas,if different characteristics of topography,
land use,and population density are considered a sufficient basis for providing different levels of service.
Section 5.Term.The term of this Service Agreement is 10 years from the date the annexation is effective.
Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local
Government Code Chapter 245.
Section 7.Legal Construction.No subsequent change in the law regarding annexation shall affect the enforceability
of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable
provision will not affect any other provision hereof, and this Service Agreement will be construed as if the
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 19
unenforceable provision had never been a part of the Agreement. Whenever the context requires, the singular will
include the plural and neuter include the masculine or feminine gender,and vice versa.
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas.
This Service Agreement shall be construed under and in accordance with the laws of the State of Texas.
Section 9.Authority.This Service Agreement binds and inures to the benefit of the CITY,LANDOWNER,and their
successors and assigns.Each party further warrants that each signatory to this Service Agreement is legally authorized
to bind the respective individual or entity for the purpose established herein.
EXECUTED,this the day of ,2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024, by
Assistant City Manager of the City of Corpus Christi, a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: <<LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «LO_Signatory_Title» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 20
Exhibit D
Form of Property Supplement to Industrial District Agreement No.
This Supplement to Industrial District Agreement No. (this "Supplement") between CITY OF CORPUS
CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the
"CITY,"and«LO Name», a«LO Entity_State» «LO_Entity_Type», Landowner,«IO_Name»,a«IO_Entity_State»
«IO Entity_Type»,Improvements Owner,and«L Name»,a«L Entity_State»«L Entity_Type»Lessee,hereinafter
collectively called the "COMPANY," is executed on the dates of execution of this Supplement as set forth
immediately above the respective signatures of the CITY and the COMPANY below, but this Supplement shall be
effective on the date on which the land described in the attached Description of Additional Land attached hereto
was acquired by the COMPANY (the Supplement Effective Date").
WHEREAS,reference is hereby made to Industrial District Agreement No. (the same,as heretofore amended
and as heretofore supplemented,is herein called the"Industrial District Agreement")entered into on
2024,by and between the COMPANY and the CITY; and
WHEREAS,the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the
Description of Additional Land attached hereto which is located within an Industrial District,and,the COMPANY
has provided the CITY with a revised Exhibit A- Geographic ID's & CAD Type & Legal Descriptions of Land
subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic
ID number of such acquired land and any Improvements thereon.
WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the
COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the
terms and provisions of the Industrial District Agreement.
NOW,THEREFORE,for and in consideration of the covenants and agreements contained herein and in the Industrial
District Agreement,the CITY and the COMPANY hereby agree that the land described on the attached Description
of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District
Agreement No. and all of its exhibits effective as of the Supplement Effective Date. Each party hereto
represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into
this Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all
of the terms,covenants and conditions contained in all of those documents.
ENTERED into this day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 21
LANDOWNER ATTEST:
«LO Name»
By:
«LO Signatory» Name: Name
Title: «LO_Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 ,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State»«LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,20 .
(seal)
Notary Public
IMPROVEMENTS OWNER ATTEST
«IO_Name»
By:
Name: Name: JO_Signatory»
Title: Title: JO_Signatory_Title»
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 by
«IO_Signatory»,as the «IO_Signatory_Title»of«IO_Name»,a«IO_Entity_State»«IO_Entity_Type»,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D., 20.
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 22
Exhibit E
Standard Industrial District Annexation 380 Agreement
This Agreement ("Agreement") is made and entered into as of ,
(the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and <<LO Name», a
<<LO Entity_State» <<LO Entity_Type», Landowner,«IO_Name», a «IO_Entity_State» «IO Entity_Type»,
Improvements Owner, and <<L Name», a<<L Entity_State» <<L Entity_Type» Lessee,hereinafter collectively called
the "COMPANY."pursuant to Chapter 380 of the Texas Local Government Code.
WHEREAS,the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY
limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial
district agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article III, Section 52-
a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under
which the CITY has the authority to make loans or grants of public funds for the purposes of promoting
local economic development and stimulating business and commercial activity within the CITY; and
WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic
development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the
CITY's established economic development program, and, further, is in the best interests of the CITY and
COMPANY; and
WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment
in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy,
reduction of unemployment and underemployment through the retention of existing jobs and the production of
new jobs, and the attraction of new businesses; and as described in this Agreement; and
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other
law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the
public purposes of developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the state; and
WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a
manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the
COMPANY has agreed to comply with certain conditions for receiving those benefits, and
WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained,CITY and the COMPANY contract and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. The following terms have the following meanings:
a. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 23
b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value
of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the
COMPANY's notification thereof to the CITY.
c. Business Personal Property. Taxable tangible personal property, including inventories, located on the
Land.
d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San
Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements
located within the boundaries of such appraisal district..
e. Calendar Year. A period of time beginning January I and ending December 31 in a numbered year.
f. Existing Improvements. Improvements other than New Improvements.
g. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the Industrial District Agreement to which this document is attached.
i. Market Value.As determined and defined by the applicable CAD.
j. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement.
k. Non-Appeal Rebate Date.April I following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxes for an unappealed CAD Geographic ID,whichever is later
1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may
continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use:
a. CITY and COMPANY agree that Sec. 43.002,Tex. Loc. Govt. Code ("Sec. 43.002)provides that CITY may
not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the
date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY
and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation
for uses that fall within the Heavy Industrial(IH) zoning district under the Corpus Christi City Code. CITY
will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the
Land,without zoning fees being assessed to COMPANY,to be zoned IH(or such other zoning district that
permits COMPANY's industrial activities),without the need for any additional CITY permits.
b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to
use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without
the necessity for additional licenses,certificates,permits,approvals,or other forms of authorization,including
but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board,
commission, or other entity proposes or requests any permits or other authorizations be required as a result
of annexation into the City limits,the CITY agrees to support, and if requested,request the issuance of such
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 24
permits or other authorizations.
c. CITY stipulates that,during the term of this Agreement and as a provision of this Agreement, the entirety of
the Land will be treated as"IH"(Heavy Industrial)or equivalent zoning district for purposes of Corpus Christi
City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of
the necessity of obtaining building permits and compliance with the Technical Construction Codes of the
CITY.
d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and
stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section
1.02:
Section 105.1.4 Building Permit Exemptions:
(a)Definitions. For the purposes of this section:
State or Federal Facility means a facility owned or managed by the State of Texas or the federal
government.
Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort,
test,and treat raw materials and other processed materials into finished or intermediate products and
to store equipment or materials used by that industrial facility.
Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in
connection with ranching or agricultural use, excluding structures used for residential,commercial,
or industrial purposes.
(b)Exemption.A State or Federal Facility,Industrial Facility,or Agricultural Facility may claim an
exemption from the City's requirement for technical construction code permits if all connections
between the aforesaid facility and the city water system are equipped with a backflow prevention
device or air gap.
(c)An Industrial Facility can only claim the technical construction code permit exemption if.
Lthe facility or industrial processing unit is inaccessible to the general public;
2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres;
3.the facility or structure is not within 150 feet from the I-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a licensed professional engineer's observation
and direct supervision. The licensed professional engineer will certify that all
improvements meet the intent or spirit of the City's technical construction codes and life
safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
installations connected to the city water system to the point of the valves or safety devices to ensure
the connection to a backflow prevention device or air gap.
(e) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the
required technical construction code permits and does not install backflow prevention devices or air
gaps at all connections to the city water system authorizes the City to refuse to connect or the City
to disconnect the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or
timely provide test results or maintain the required backflow prevention device in good operating
condition authorizes the City to refuse to connect or the City to disconnect the connection from the
city water supply system.
e. Prior to annexation,none of the Land was subject to CITY ordinances;therefore,it is the intent of the Parties
that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial
operations of COMPANY.Accordingly,the following provisions of the Corpus Christi City Code and other
rules and policies of CITY will not apply to the Land:
(1)Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be
issued by CITY,other than:
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 25
(a) Section 105.1.4 of Section 14-231 of the City Code,except as modified in this section, and
(b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or
renumbered.
(2) Any ordinances,rules,policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural
Code,Finance Code,Insurance Code,Labor Code,Natural Resources Code, and Occupations Code.
(3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37
right-of-way may be modified administratively for good cause upon application to the CITY Director of
Development Services(or the successor to that position.)
(4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed
professional engineer shall not be applicable to construction, assembly, disassembly, reassembly,
modification, alteration, or improvement of the facility or unit provided that COMPANY represents in
writing to the CITY Director of Development Services(or the successor to that position)that COMPANY
conducts its operations in accordance with currently applicable industry standards and codes. This
provision does not require COMPANY to make any written representation to CITY about its maintenance
and operations(such as assembly,disassembly,modification,or alteration)that would not otherwise fall
within CITY technical construction codes.
(5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will
review the COMPANY's proposed use of an alternative backflow prevention method and determine
whether that proposed method provides the same or greater level of reliability,effectiveness,and ease of
verifiability at or near the City's water-connection location as a reduced pressure backflow preventer
(assembly).After such review and determination,CITY and COMPANY will jointly approach the Texas
Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative
backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention
method,then the CITY will allow the use of said proposed alternative backflow prevention method unless
the CITY determines that said proposed alternative backflow prevention method will not provide the
same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by
COMPANY, CITY shall provide such determination in writing by a licensed professional engineer with
expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY
does not respond within 60 days of such written COMPANY request, then the request for use of said
jointly-proposed,TCEQ-approved alternative backflow prevention method will be deemed approved.
Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall
have no obligation to extend to the Land any utilities or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY
agrees and stipulates that the annexation is valid, and the COMPANY has no right to challenge the annexation of the
Land by the CITY.
2. Term
Section 2.01 Term.This Agreement shall be effective upon annexation of the Land and continue until December 31,
2039,unless terminated as herein provided or extended for additional period or periods of time upon mutual consent
of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective
after December 31, 2034,then the CITY will consider extending the termination date of this agreement for a period
of up to 5 years.
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 26
3. Chapter 380 Rebates of City Ad Valorem Taxes Paid by Company
Section 3.01 Rebate of Ad Valorem Taxes.Each year during the term hereof,the CITY shall rebate a portion of ad
valorem taxes paid by COMPANY to the CITY that are attributable to the Improvements to the Land and the
COMPANY's Business Personal Property on the LAND. The payment obligation is more specifically described as
follows,but may be reduced as provided in this agreement,notably Sections 3.04 and 3.05:
a. The "Reimbursable Tax Amount" is the ad valorem taxes paid by the COMPANY to the account of the
CITY in the following amounts:
(1) 25.5% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on Existing Improvements owned by COMPANY on the
Land.
(2) 100% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on New Improvements owned by COMPANY on the Land.
(3) 100% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on Business Personal Property owned by COMPANY on
the Land.
b. The CITY hereby agrees to create a "Reimbursement Account" to be segregated from general CITY
funds and held for the benefit of the COMPANY and CITY for the purpose of paying the CITY
rebate of ad valorem taxes to the COMPANY. After the COMPANY notifies the CITY of the
amount of reimbursable CITY ad valorem taxes it has paid,the City will verify the amount received
by the CITY and place the reimbursable taxes in a separate account for potential reimbursement to
COMPANY, hereinafter known as the "Reimbursement Account".
With respect to each COMPANY CAD Geographic ID subject to rebate, such rebate shall be paid
by the Non Appeal Rebate Date following COMPANY's certification of such no-appeal status for
each CAD Geographic ID.
In the event of an appeal, the CITY will rebate the reimbursable taxes to the COMPANY by the
Appeal Rebate Date.
If the COMPANY appeals the value of a CAD Geographic ID,then the reimbursable taxes for such
CAD Geographic ID will be held in the aforementioned Reimbursement Account until the final
determination concerning the amount of ad valorem taxes that should be properly assessed to the
Existing Improvements, New Improvements, and Business Personal Property on the Land. The
CITY's Director of Financial Services shall maintain the Reimbursement Account and may
disburse payments pursuant to this agreement without further authorization of City Council. Funds
in the Reimbursement Account may be used to pay any debts of COMPANY owed to CITY as a
result of default of any obligations owed by COMPANY to CITY, and setoff is authorized for that
purpose. Interest on said account will be retained by the CITY.
The CITY will be the owner of the Reimbursement Account and interest paid on the
Reimbursement Account, and the COMPANY's rights to receive funds from the Reimbursement
Account will not be assignable. Attempted assignment, bankruptcy, or insolvency of COMPANY
shall terminate the COMPANY's rights, if any, to the funds in the Reimbursement Account.
c. The COMPANY shall provide evidence, satisfactory to the CITY, of payment of the ad valorem
taxes on Existing Improvements, New Improvements, and Business Personal Property located on
the Land. The sole source of payments by the CITY pursuant to this agreement is the taxes paid by the
COMPANY that are rebatable pursuant hereto.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\@BCL@OCIABA9A\ BCL@OCIABA9A.docx 27
d. Subject to the different mechanism and timings,it is the express intention of the Parties that the payments
and rebates of ad valorem taxes provided in this Agreement replicate the ultimate incidence of PILOT
provided for in the Industrial District Agreement to which this document is attached as applicable to the
COMPANY and its Affiliates. The attached "Worked Examples of Article 3 Payments and Rebates"
illustrates the Parties intentions as to how payments and rebates will function under this Article 3.
Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or upon final
determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit,on the form attached hereto as Exhibit B to the Industrial District
Agreement to which this document is attached,listing all CAD Geographic ID numbers and the values related thereto,
and showing all Land, Improvements, and Business Personal Property, owned or controlled by the COMPANY
including and identifying the property to be valued as part of this Agreement (the "Schedule"). COMPANY must
include in its Schedule of Value the Geographic ID numbers for all Business Personal Property accounts on the Land,
whether owned by COMPANY or an Affiliate. The Schedule shall also list the year any Improvements were Placed
in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided
by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review Board.Failure to provide
the Schedule to the CITY shall constitute a waiver of the right to receive reimbursement pursuant to this agreement.
Section 3.03 Determination of Value.The COMPANY shall timely provide information and reports required under
this Agreement and under Texas law,rules and regulations to the applicable CAD or its designee,so that the appraisal
process can be completed in accordance with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the applicable CAD for any year or years during the term hereof, it is agreed that nothing in this
Agreement shall preclude the protest,and the COMPANY shall have the right to take all legal steps desired to reduce
the same. A reduction of the taxable value will reduce the reimbursable amounts pursuant this agreement. The
COMPANY must cooperate with the CITY in determining what taxes and accounts are subject to protests to ensure
the CITY is accurately maintaining and disbursing funds in the Reimbursement Account.
Section 3.05 Fire Protection.The CITY will reduce CITY reimbursement to the COMPANY in an amount equal to
15% of the ad valorem taxes paid to the CITY for the Land; provided, however, that the COMPANY shall not be
obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this Agreement
if either (i) as of January 1 of such year, the COMPANY or its Affiliate that owns the Land is a member in good
standing of the Refinery Terminal Fire Company, or its successor, or (n) the COMPANY or its Affiliate that owns
the Land satisfies the requirements set forth in Section 775.032(a)(1), (2), and (3) of the Texas Health and Safety
Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due.Within 30 days after request by the COMPANY,following COMPANY's
submission of taxes paid and lists of accounts determined reimbursable by this agreement,the CITY shall provide a
report to the COMPANY specifying the accounts and amounts subject which sets forth the amount of the
Reimbursable Tax Amount and amount held in the Reimbursement Account in accordance with this Agreement.
Section 3.07 Payment.The COMPANY agrees to pay its ad valorem taxes so as not to be delinquent under the Texas
Property Tax Code. The COMPANY further agrees to provide an accurate report of all amounts paid for ad valorem
taxes on the Land, Existing Improvements thereon, New Improvements thereon, and Business Personal Property
thereon and properly pay CITY ad valorem taxes to on or before January 31st of each year. Penalties and/or interest
that are paid by the COMPANY will not be subject to rebate to the COMPANY.
Article 4.Default and Cessation of Operations
Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial
compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 28
Agreement,the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ
of mandamus to perform obligations under this Agreement.
Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in
substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such
default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure,
the CITY may terminate this Agreement and CITY's obligation to pay funds to COMPANY under this
Agreement will terminate.
Section 4.03 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by either party of any of the terms or conditions of this Agreement,the non-defaulting party shall give the other parry
written notice specifying the nature of the alleged default, and manner in which the alleged default may be
satisfactorily cured.Thereafter,the allegedly defaulting party will be afforded 60 days within which to cure the alleged
default.
Section 4.04 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.05 Limitation of Liability.In no event will either party be liable to the other parry hereunder for punitive,
exemplary,or indirect damages,lost profits or business interruptions damages.
Article 5.Description of Applicable Property
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of
Geographic ID numbers,as available from the applicable CAD,for property located on the Land,to be attached hereto
and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this
document is attached and supplements thereto,to the extent such Land has been annexed into the territorial limits of
the City. The COMPANY must include all accounts containing property for which COMPANY proposed to receive
rebates of ad valorem taxes paid to the CITY.
Article 6.Transfer of Land or Property to another Entity,Adding or Removing Affiliates,and Remitting Taxes
Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any
entity,the COMPANY shall within 90 days give notice to the CITY of said sale or lease.
Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with
the prior,written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY
to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all
obligations to the CITY,then the CITY will not unreasonably withhold permission for assignment or execution of a
new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned.
Section 6.03 No Third-Party Beneficiaries,Setoff.Except as specifically assigned with permission of the CITY,no
entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement.
Further,the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY.If the
COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement
Account may be transferred to the CITY in satisfaction of any debts to the CITY.In the event that COMPANY ceases
to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then
amounts in the Reimbursement Account will inure to the CITY.Amounts in the Reimbursement Account will not be
assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or
amounts otherwise owed or payable by CITY to COMPANY.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 29
Section 6.04 Adding Affiliates to Agreement.Affiliates who own property in the area of the Land may be added or
removed for purposes of qualifying for tax rebates. Any Affiliates added will need to agree to be governed by the
terms of this agreement.The parties to this Agreement intend to prepare standardized forms to enable Affiliates to be
added or removed efficiently.
Article 7.Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Article 8.Miscellaneous Provisions
Section 8.01 Severability.In the event any word,phrase,clause, sentence,paragraph,section,article or other part of
this Agreement or the application thereof to any person,firm,corporation or circumstances shall ever be held by any
court of competent jurisdiction to be illegal,invalid or unconstitutional for any reason,then the application,invalidity
or unconstitutionality of the word,phrase,clause,sentence,paragraph,section,article or other part of this Agreement
shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the
remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written
instrument signed by all of the parties hereto.
Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below.The COMPANY must notify the CITY of any change of address in
writing.Notices by a party to the other party hereto,shall be mailed or delivered as follows:
If to CITY: City Manager, City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
Fax:361-826-3845
With copies to: City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to COMPANY: «LO Name»
«LO Notice Address»
«LO Notice_City>>
Phone: «LO Notice Phone»
Fax: «LO Notice Fax»
With copies to: «IO Name»
«IO Notice Address»
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 30
«IO_Notice_City»
Phone: «IO Notice Phone»
Fax: «IO Notice Fax»
and «L Name»,
«L Notice Address»
«L Notice_City>>
Phone: «L Notice Phone»
Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas,and the sole legal venue for construction of this agreement will be in a court in Nueces
County,Texas.
Section 8.05 Counterparts. This Agreement may be executed in multiple counterparts,each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 8.06 Authority.By acceptance of this Agreement and/or benefits conferred hereunder,each parry represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The
CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to
COMPANY pursuant to Articles 3 or 4 of this Agreement.
Article 9. Chapter 380 Rebates of City Sales/Use Taxes Paid by Company
Section 9.01 Rebate of City Sales/Use Taxes. Each year during the term hereof,the CITY shall rebate a portion of
city sales/use taxes paid by COMPANY to the State that are attributable to taxable transactions on the LAND and
remitted to the CITY pursuant to Texas Tax Code 321.101 for any lawful purpose. The payment obligation is more
specifically described as follows,but may be reduced as provided in this agreement,including Section 9.04.
a. The "Reimbursable Sales/Use Tax Amount" consists of 98% of the CITY sales/use taxes paid by the
COMPANY to the account of the State during a calendar year for the City of Corpus Christi City Operations
allocation pursuant to Texas Tax Code 321.101 for any lawful purpose,which is remitted to the CITY.There
will be no reimbursement to COMPANY from the sales tax allocated (now or in the future)to a Type A or
Type B corporation, a crime control district, a municipal development district, a municipal development
corporation, a district for fire control, prevention or emergency medical services or to any other district,
corporation or entity. There will also be no reimbursement to COMPANY from a sales tax for property tax
relief, for a sports or community venue project, for a metropolitan or rapid transit authority, for street
maintenance,or for any other use that is limited by state law.
b. For each calendar year subject to this Section 9.01, the CITY will create a "Reimbursement Sales/Use
Tax Account" to be segregated from other CITY funds and held for the benefit of the COMPANY and
CITY for the purpose of paying the rebate of the Reimbursable Sales/Use Tax Amount to the
COMPANY.
c. Each month the COMPANY will notify the CITY of the amount of Reimbursable Sales/Use Tax it has
paid to the State or paid to vendors and provide documentation, upon CITY's request, confirming the
amount and the payment. Upon receipt of that month's sales and use tax distribution from the
Comptroller, CITY will place the Reimbursable Sales/Use Tax Amount due COMPANY in a separate
account, hereinafter known as the "Reimbursement Sales/Use Account."
d. Funds in the Reimbursement Sales/Use Account shall be paid by the CITY to the COMPANY on or
before May 1 of each calendar year following each taxable year under this Agreement, provided the
COMPANY has complied with its obligations under Sections 9.01- 9.05.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 31
e. The CITY's Director of Financial Services shall maintain and oversee the Reimbursement Sales/Use
Tax Account, and may disburse payments to the COMPANY due under this Agreement without further
authorization of City Council. Funds in the Reimbursement Sales/Use Tax Account may be used to
offset any debts of COMPANY owed to CITY as a result of default of any obligations owed by
COMPANY to CITY under this Agreement. Any interest accruing on the Reimbursement Sales/Use
Tax Account may be retained by the CITY.
f. The CITY will be the owner of the Reimbursement Sales/Use Tax Account and interest paid on the
Reimbursement Account, and the COMPANY's rights to receive funds from the Reimbursement
Sales/Use Account will not be assignable. Attempted assignment, bankruptcy, or insolvency of
COMPANY shall terminate the COMPANY's rights, if any, to the funds in the Reimbursement
Account for that calendar year.
g. As more fully described in Section 9.02, below, the COMPANY shall provide evidence, satisfactory
to the CITY, of payment of sales/use taxes on taxable transactions on the Land.
h. The sole source of payments by the CITY to COMPANY pursuant to this Agreement shall be sales/use taxes
paid by the COMPANY remitted to the CITY pursuant to Texas Tax Code 321.101 that are rebatable under
this Agreement.
Section 9.02 Company Schedule of Value. On or before February 28 following each calendar year of this
Agreement,the COMPANY shall provide to the CITY a Sworn Schedule of Sales/Use Tax Paid by COMPANY for
the preceding calendar year, utilizing the form attached as Form of Sworn Schedule of Sales/Use Tax Paid by
Company. This Schedule shall document the sales/use tax paid by COMPANY on all taxable transactions on the
Land during the preceding calendar year. COMPANY must include in its schedule the sales/use tax accounts for all
accounts subject to this Agreement, whether paid by COMPANY or an Affiliate. The COMPANY here consents to
the CITY'S review of the pertinent sales/use tax forms, information, and documents provided by the COMPANY to
the Comptroller.
Failure on the part of COMPANY to provide the Schedule to the CITY shall constitute a waiver of COMPANY'S
right to receive reimbursement pursuant to this Agreement for the calendar year.
Section 9.03 Calculation of Amount Due.Within 30 days after request by the COMPANY,following COMPANY's
submission of its Sworn Schedule of Sales/Use Tax Paid by Company for the preceding calendar year,the CITY shall
provide a report to the COMPANY identifying the relevant account and specifying the amount then held in the
Reimbursement Sales/Use Account in accordance with this Agreement.
Section 9.04 Audits. Sales/use tax is audited periodically by the Comptroller.The audit period is often multiple years
and may result,when final,in additional sales/use tax liability or in a refund of previously paid sales/use tax
a. If COMPANY incurs additional sales/use liability as a result of an audit,upon the final determination of
liability the reimbursement from CITY to COMPANY under this Agreement will be handled in the same
manner as a normal sale/use tax payment. CITY will not be responsible for reimbursing any penalties
and/or interest paid by the COMPANY.
b. If COMPANY receives a refund from the State as a result of an audit,the COMPANY will reimburse the
CITY for any portion of refunded city sales/use tax that had been previously rebated to COMPANY from
CITY. Within 90 days of receipt of a sales/use tax refund, the COMPANY must provide to CITY a
schedule similar to the sales/use tax refund request detailing the refund transactions and amount
COMPANY owes to the CITY and,upon confirmation of that amount by CITY, shall promptly repay it
to CITY.
Section 9.05 Compliance with Texas Tax Code. The COMPANY agrees to pay sales/use taxes due to the State so
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 32
as not to be delinquent under the Texas Tax Code.Any Penalties and/or interest paid by the COMPANY to the State
with respect to city sales/use Tax will not be subject to rebate to the COMPANY.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed as of the
day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: <<LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO_Name», a«LO_Entity_State» «LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: <dO Signatory» Name:
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 33
Title: <40_Signatory_Title» Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«IO_Signatory», as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State» «IO_Entity_Type»,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
LESSEE ATTEST:
<<L Name))
By:
Name: «L Signatory» Name:
Title: 4, Signatory_Title» Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
<<L_Signatory»,as the <<L_Signatory_Title»of«L Name»,a<<L Entity_State» <<L Entity_Type»,on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 34
Exhibit to 380 Agreement
Worked Examples of Article 3 Payments and Rebates
Assumption: CAD certified taxable value of single CAD Geographic ID times CITY tax rate is $100
Case Case assumptions Payments/Refunds Deposits/Rebates
Assessor/Collector CITY Reimbursement Account
("A/C") ("RA")
No Appeal
A. • COMPANY timely pays • $100 tax payment • $100 into RA,then rebated by
• Rebate 100% Non-Appeal Rebate Date
B. • COMPANY timely pays • $100 tax payment • $25.50 into RA,then rebated by
• Rebate 25.5% Non-Appeal Rebate Date
C. • COMPANY untimely pays and • $115 tax payment • $25.50 into RA,then rebated by
incurs $15 penalty/interest Non-Appeal Rebate Date
• Rebate 25.5%
Appeal Filed
D. • COMPANY timely pays full bill • $100 initial tax payment • Initial$100 into RA
• Appeal cuts value by 50% • Post Appeal: $50 refund • Post Appeal: $50 rebated from
• Rebate 100% issued by A/C and funded RA by Appeal Rebate Date;
by CITY remaining $50 released to CITY
E • COMPANY timely pays full bill • $100 initial tax payment • Initial$25.50 into RA
• Appeal cuts value by 50% • Post Appeal: $50 refund • Post Appeal: $12.75 rebated from
• Rebate 25.5% issued by A/C and funded RA by Appeal Rebate Date;
by CITY remaining $12.75 released to CITY
F • COMPANY timely pays full bill • $100 initial tax payment • Initial$100 into RA
• No change in value • Post Appeal: no • Post Appeal: $100 rebated from
• Rebate 100% payment/refund RA by Appeal Rebate Date
G • COMPANY timely pays full bill • $100 initial tax payment • Initial$100 into RA
• Value increases 100% • Post Appeal: $100 • Post Appeal: $100 added to RA
• COMPANY timely pays additional tax payment and $200 rebated by Appeal Rebate
additional bill Date
• Rebate 100%
H • COMPANY timely pays full bill • $100 initial tax payment • Initial$100 into RA
• Value increases 100% • Post Appeal: $115 • Post Appeal: $100 added to RA
• COMPANY untimely pays additional tax payment and $200 rebated by Appeal Rebate
additional bill and incurs $15 Date
penalty/interest
• Rebate 100%
I • COMPANY timely pays full bill • $100 initial tax payment • Initial$25.50 into RA
• Value increases 100% • Post Appeal: $100 • Post Appeal: $25.50 added to RA
• COMPANY timely pays additional tax payment and $51 rebated by Appeal Rebate
additional bill Date
• Rebate 25.5%
J • COMPANY timely fair pays bill at • $50 initial tax payment • Initial$50 into RA
50% • Post Appeal: no • Post Appeal: $50 rebated from
• Appeal cuts value by 50% payment/refund RA by Appeal Rebate Date
• Rebate 100%
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 35
K • COMPANY timely fair pays bill at • $50 initial tax payment • Initial$12.75 into RA
50% • Post Appeal: $50 • Post Appeal: $12.75 added to RA
• No change of value additional tax payment and $25.50 rebated by Appeal
• Rebate 25.5% Rebate Date
L • COMPANY timely fair pays bill at • $50 initial tax payment • Initial$12.75 into RA
50% • Post Appeal: $35 • Post Appeal: $6.375 added to RA
• Appeal cuts value by 25% additional tax payment and $19.125 rebated by Appeal
• COMPANY untimely pays ($25 additional tax plus Rebate Date
additional payment,incurring $10 $10 penalty/interest)
penalty/interest
• Rebate 25.5%
M • COMPANY timely fair pays bill at • $50 initial tax payment • Initial$12.75 into RA
50% • Post Appeal: $25 refund • Post Appeal: $6.375 rebated by
• Appeal cuts value by 75% issued by A/C and funded Appeal Rebate Date;remaining
• Rebate 25.5% by CITY $6.375 released to CITY
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 36
Exhibit to 380 Agreement
Form of Sworn Schedule of Sales/Use Tax Paid by Company
Timeframe: 1/1/ through 12/31
Due: 2/28/
COMPANY NAME:
Contact Name:
Telephone:
Address:
City
Account/ Portion Return
Tax Payer Date Paid Vendor Invoice Taxable Tax Rate Sales/Use Refund Period
ID* Number Base Tax Paid Requested Filed*
Total
* Will apply to taxpayers paying and filing sales/use tax.
For sales tax paid directly to vendors, a copy of the vendor invoice detailing sales tax paid along with the schedule
above will be provided.
For direct pay permit holders, attach a copy of each sales/use tax filing with the State along with completing the
schedule above for each individual sales/use tax filing. Additional detail by vendor will be provided if requested by
City as necessary or appropriate for City to verify payments and/or reimbursability.
I, , a duly authorized official of the above COMPANY, do swear that the information
provided is accurate and within my knowledge.
Signature Date
Name&Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@OCIABA9A\ BCL@OCIABA9A.docx 37
INDUSTRIAL DISTRICT AGREEMENT NO. «ID»
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
This Industrial District Agreement ("Agreement") is made and entered into under the authority of Section 42.044 of
the Texas Local Government Code,by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County,Texas,hereinafter called the "CITY," and CITGO Refining and Chemicals
Company, LP, a Delaware Corporation, Land and Improvements Owner, hereinafter collectively called the
"COMPANY." The CITY and the COMPANY are hereinafter sometimes referred to individually as a "Party" and
collectively as the "Parties."
WHEREAS,it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt reasonable
measures permitted by law that 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 reaffirmed
and adopted by this City Council as being in the best interest of the CITY and its citizens; and
WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the
Extraterritorial Jurisdiction(ETJ)of the CITY; and
WHEREAS,under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has
enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating
its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the
specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development
Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such
areas "Industrial District No. 1 and Industrial District No. 2"and Ordinance No. 031797 expanded Industrial District
No. 2; and
WHEREAS, Ordinance No. 030994 provided for disannexing from the City of Corpus Christi, Texas, an
approximately 54.35-acre tract of land and an approximately 3.89-acre tract of land, both owned by Citgo Refining
and Chemicals Company, L.P., ("Citgo") and adjusted the boundary of Industrial District No. 1 to include the
disannexed tracts and authorized the execution of an Industrial District Agreement with Citgo requiring the payment
in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be due if the tracts were in the
City limits;
WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces
County; and
WHEREAS,Ordinance Nos. 031775,031817,and 033161,as amended,established Corpus Christi Industrial District
Nos. 5, 6, 7, 8,9, 10, and 11 in the CITY's ETJ in San Patricio County; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial
Districts"; and
WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said Industrial
Districts, and for this purpose,desires to enter into this Agreement with the COMPANY; and
WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY's structures and properties within such Industrial Districts.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 1
WHEREAS,the COMPANY desires to avoid regulation by the CITY of the COMPANY's structures and properties
within such Industrial Districts;
NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and
under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY
referred to above,the CITY and the COMPANY hereby agree as follows:
Article 1
Section 1.01 Immunity from Annexation.The CITY covenants and agrees that during the term of this Agreement,
and subject to the terms and provisions herein,the Land shall retain its extraterritorial status as an Industrial District,
except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement,the CITY further
covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement.
Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the
COMPANY will not use or permit the use of the Land and/or Improvements and/or personal property covered by this
Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same
industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the
COMPANY or other such parties holding such similarly situated land.Holding the Land and Improvements for future
"industry"use, without using same for non-industry purposes, does not violate this Section 1.02. If the COMPANY
uses, or permits use of, the Land and/or Improvements and/or personal property covered by this Agreement for
purposes not included within the term "industry" as defined above, then the PILOT to be paid by the COMPANY
under this Agreement shall be increased to an amount equal to 100%of the amount of ad valorem taxes on Land and
Improvements, and personal property sited on the Land, that would otherwise be payable to the CITY by the
COMPANY if said Improvements and personal property were situated on land within the CITY limits of the CITY.
The increase shall be immediately effective for all payments from the inception of this Agreement, and the
COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non-
industry use,subject to the notice and opportunity to cure provided for in Section 4.04,an amount equal to said 100%
of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to
the CITY under this Agreement,plus penalties and interest as if the amounts were delinquent taxes. The CITY shall
be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition,the CITY
shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent
jurisdiction,upon the court's determination that the use is not an"industry"use,requiring that the use be permanently
discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY
shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements and personal
property.
Section 1.025 Oak Park Program Protocol Limitation.
A. For purposes of this provision,the following terms have the following definitions:
1. Cogeneration Unit. A facility or boiler dedicated to the creation of steam.
2. Environmental Unit. A facility dedicated to meeting or assisting in meeting federal and state
environmental quality standards or federal or state environmental permit limitations including, inter
alia, sulfur recovery systems.
3. Tankage. Storage facilities for crude or processed hydrocarbons.
B. COMPANY covenants and agrees that during the term hereof,COMPANY will not locate any facilities
dedicated to the processing and refining of hydrocarbons on any of the Land covered by this Agreement
other than Cogeneration Units,Environmental Units,or Tankage that are located in the area bounded on
the north by Gibson,on the west by Poth Lane,on the South by Huisache, and on the east by Retama.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 2
Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails
to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said
defaulting company is not contiguous with the CITY's boundary,the COMPANY shall, after the CITY provides the
COMPANY with 60 days prior written notice of intent to initiate annexation proceeding,permit the CITY to annex a
suitable strip of land out of the COMPANY's Land from the CITY'S boundary to the defaulting company's land to
permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex
property owned by third parties,the CITY will annex the absolute minimum amount of the COMPANY's Land legally
necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the
approval of the COMPANY which approval shall not be unreasonably withheld. The COMPANY and such annexed
Land shall have no right to any CITY services as a result of such annexation;nor shall the CITY extend,by ordinance,
any rules,or regulations to such annexed Land,including,but not limited to,those(a)governing plats and subdivisions
of land,(b)prescribing any building,electrical,plumbing or inspection code or codes,or(c)attempting to exercise in
any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of
Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any
Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for
an annexation corridor no longer exists,including but not limited to the defaulting company entering into an Industrial
District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any
annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the
steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary
annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03,any of such annexed portion of
Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar
Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any
Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under
Article 3 for such year, and (ii)as an economic development incentive grant under a program authorized by Chapter
3 80 of the Texas Local Government Code,remit(either as an offset against the amount of payment in lieu of tax owed
to the CITY under this Agreement or as a rebate paid to the COMPANY),within 60 days following the CITY's receipt
of proof of payment of such CITY taxes,the portion of such CITY taxes that is in excess of the PILOT that would
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and
any Improvements and other property located thereon had such annexed portion of Land not been annexed.
Section 1.04 City Services. During the Term hereof,pursuant to this Agreement,the CITY shall have no obligation
to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for
by the COMPANY on the date hereof,or as otherwise stated herein.
Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the
option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof.
Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the
Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not
require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions
thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it
will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances
governing subdivision of land;(2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit
E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those
regulations relating to the delivery of utility services and industrial waste disposal through CITY-owned facilities.
The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow
prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code
as said section exists on the signature date of this Agreement and state law, including any periodic certifications
required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will review the
COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 3
method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's
water-connection location as a reduced pressure backflow preventer(assembly).After such review and determination,
CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request
TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed
alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow
prevention method unless the CITY determines that said proposed alternative backflow prevention method will not
provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer(assembly). After a written request by COMPANY,
CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and
municipal systems that utilize backflow prevention technologies.If the CITY does not respond within 60 days of such
written COMPANY request,then the request for use of said jointly-proposed,TCEQ-approved alternative backflow
prevention method will be deemed approved.
Section 1.07 Definitions.The following terms have the following meanings:
A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
B. CAD. The appraisal district(either the Nueces County Appraisal District [NCAD] or the San Patricio
County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the
Improvements located within the boundaries of such appraisal district.
C. Calendar Year.A period of time beginning January 1 and ending December 31 in a numbered year.
D. Existing Improvements. Improvements other than New Improvements.
E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as
amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate
boundaries of the CITY and that is located within five miles of those boundaries.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721,
031775,031797,031817,033161,or future ordinance of the CITY,are incorporated herein by reference.
H. Industrial District Agreement. An agreement made and entered into under the authority of Section
42.044 of the Texas Local Government Code.
L Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial
Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the
Industrial Districts,whether or not it is in included in Exhibit A.
J. Market Value.As determined and defined by the applicable CAD.
K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 4
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
N. Prior Industrial District Agreement. The Industrial District Agreement by and between the CITY and
the COMPANY that expired December 31,2024.
Article 2
Section 2.01 Term. The term of this Agreement(Term) shall be 15 years from January 1, 2025 to December 31,
2039,unless earlier terminated as herein provided.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COMPANY
shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the
Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form
attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the
COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1,2039 shall entitle the City to
(1)file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement
and/or(2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure
to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on
annexation,that can be legally applied after annexation will continue to apply until December 31,2039.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT).Each year during the Term hereof,the COMPANY
shall pay to the CITY:
A. Land.An amount in lieu of tax on the Land(excluding Improvements located thereon)equal to 100%of the
amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to
CITY by COMPANY if the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to
100%of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which
would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on
land within the CITY limits.For purposes of this calculation,the Existing Improvements will not include the
pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property
Tax Code 11.31.
C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and
Placed in Use,the COMPANY shall pay 100%PILOT for said New Improvement.
Personal Property. An amount in lieu of tax on personal property equal to 100%of the amount of ad valorem
taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by
COMPANY if the personal property were situated on land within the CITY limits.
D. With respect to any new land acquired by the COMPANY located within an Industrial District,the new land
shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in
lieu of tax payment on the Land as of January I of the first year following the date which the new land is
acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the
COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the
applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and
promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 5
execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land
substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms
and provisions of this Agreement.
E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of
the CITY, but not in an Industrial District,the COMPANY shall report such purchase to the CITY and the
CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement,or upon final
determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD,
Geographic ID numbers and the Market Values related thereto,and showing all Land and Improvements and personal
property owned or controlled by the COMPANY including and identifying the property to be valued as part of this
Agreement (the "Schedule") and each exemption applicable to the calculation of taxation on each item of property
(specifying exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any
Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms,information,
and documents provided by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review
Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement.
Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S
annual in lieu of tax payment required under this Agreement,the calculation shall be made utilizing the Market Value
of all Land and Improvements and personal property,but not including the Land and/or Improvements and/or personal
property that qualify for the exemption for pollution control property as provided in Texas Property Tax Code Section
11.31 as determined by the applicable CAD,or its successor,under provisions of the Texas Property Tax Code. The
COMPANY shall timely provide information and reports required under this Agreement and under Texas law,rules
and regulations to the applicable CAD or its designee, so that the appraisal process can be completed in accordance
with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement
shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same
as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY
or any non-CAD related billing dispute,the COMPANY agrees to pay to the CITY an initial estimated PILOT,on or
before the Due Date in Section 3.07 below,based on the amount billed by the CITY.
Alternate Estimated PILOT. If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties
on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November
V of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each
CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each
value.This written notice shall be accompanied by the COMPANY's calculation of:
(1) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the Market Values determined
by the CAD(CAD-determined Market Values for the tax year subject to the lawsuit), and
(2) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the market values estimated
by the COMPANY(COMPANY-determined market values for the tax year subject to the lawsuit), and
(3) the total, cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year
subject to the lawsuit.
If the total cumulative CAD-determined Market Values for the tax year subject to the lawsuit are more than 20%
greater than the total, cumulative CAD-determined Market Values for the immediately prior tax year, then the
COMPANY may pay an Alternate Estimated PILOT,based on the greater of-
(1) the COMPANY-determined market values for the tax year subject to the lawsuit,or
(2) 120%of the total,cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to
the tax year subject to the lawsuit(s).
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 6
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or
Alternate Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT
due based on the final determination.If,as a result of final unappealable judgment of a court of competent jurisdiction,
or as the result of other final settlement of the controversy,the PILOT due to the CITY is established to be an amount
less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY,the excess in
lieu of tax payment,if any,collected by the CITY shall be returned to COMPANY within 60 days after COMPANY
provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of
reimbursement,such as a credit to the in lieu of tax payments due the next year.Any non-CAD related billing disputes
shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY.
Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount
for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of
the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such
year if said Improvements were situated on land within the CITY limits(Calculation: Market Value of Improvements
x 15% x CITY tax rate =Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall
not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this
Agreement if either (i) as of January I of such year,the COMPANY is a member in good standing of the Refinery
Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section
775.032(a)(1),(2),and(3)of the Texas Health and Safety Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due.The CITY shall mail an invoice to the COMPANY,which sets forth the
amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall
be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below,and shall be mailed to the address
shown in Section 10.03 of this Agreement.The calculation shall be made with reference to the exemption for pollution
control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as
same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified
by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without
reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following
each year during the Term hereof(the "Due Date"), all PILOTS provided for hereunder and invoiced by the CITY in
accordance with Section 3.06 above,without discount for early payment,but subject to Section 3.04.Notwithstanding,
if the CITY sends a late invoice (after January Is), then the COMPANY will pay the CITY within 30 days after
receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTS
hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation,including,
but not limited to,laws relating to rendition,assessment,equalization and appeal.Any invoiced amounts that are not
paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at
12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Section 3.08 Filing of Industrial District Agreement.After execution,the CITY will file this Agreement with the
applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file-stamped copy to the
COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of
such filing.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due
to the CITY hereunder or if the COMPANY fails to perform any other material obligation incumbent upon the
COMPANY to be performed hereunder or revokes any provision of this Agreement or attachment hereto,and if such
default is not fully corrected within 60 days (or such longer period to the extent required by Section 4.04) after the
CITY gives written notice of said default to the COMPANY, the City shall have the option to either(1) accept the
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 7
COMPANY's Petition for Annexation and Agreement for Provision of Municipal Services and commence
annexation proceedings,in accordance with Section 10.07 below,and sue to recover all damages; or(2)continue this
Agreement for its Term and collect the payments required hereunder.A failure to perform pursuant to this Agreement
will not be considered "material" if such failure to perform does not affect reporting, payment, annexation, or
enforceability of any provision of this Agreement. Nonetheless, a COMPANY violation or failure to perform this
Agreement,regardless of materiality shall entitle the City to declare this Agreement in default and commence ordinary
annexation proceedings.
Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements and personal
property which may,in the event of default in payment of any sum due hereunder that is not cured in accordance with
Section 4.04 below,be enforced by CITY in the same manner as provided by law and for the collection of delinquent
ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and
Improvements and personal property which may be foreclosed in the event of such uncured default (1)judicially or
(2) extra judicially in the same manner as a deed of trust under the Texas Property Code, and for that purpose may
appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance
annexing any of the Land(except with reference to any annexation provided for herein),the COMPANY shall provide
written Notice of Default(clearly labeled as such)to the CITY and CCOMPANY shall be entitled to enjoin the CITY
from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance
adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the
COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder,
under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this
Agreement.
Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give the COMPANY written
Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured.Thereafter,the COMPANY will be afforded 60 days within which to cure
the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a
Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after
CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days
not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and
does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the
COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement.
Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other,and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is
in default in any provision of this Agreement,the failure on the part of the CITY to promptly avail itself of the rights
and remedies that the CITY may have,will not be considered a waiver on the part of the CITY;provided that if the
CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies
or elect to terminate this Agreement on account of such default,then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the
failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may
have,will not be considered a waiver on the part of the COMPANY;provided that if the COMPANY within 4 years
from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this
Agreement on account of such default,then such default is deemed waived.
Section 4.07 Limitation of Liability.To the fullest extent permitted by law,and not withstanding any other provision
of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 8
indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to
limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid PILOT,late penalties and
interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees.
Article 5
Section 5.01 Description of Property.The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as
Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section
3.01 which becomes included in the Land,COMPANY agrees to provide to CITY a listing of Geographic ID numbers
as available from the applicable CAD or its successor.
Article 6
Section 6.01 Annexation By Another Entity.If any attempt to annex any of the Land owned,used,occupied,leased,
rented or possessed by COMPANY,is made by another municipality,or if the incorporation of any new municipality
should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent
injunction against the annexation or incorporation,with the cooperation of the COMPANY, and shall take any other
legal action necessary or advisable under the circumstances.The cost of the legal action shall be borne equally by the
Parties;provided,however,the fees of any special legal counsel shall be paid by the Party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction
enjoining the attempted annexation or incorporation described in Section 6.01 above,the COMPANY shall have the
option of(1)terminating this Agreement,effective as of the date of the annexation or incorporation into the CITY,or
(2) continuing to make the PILOTS required hereunder. This option shall be exercised within 30 days after the
application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall
place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-
bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent
injunction and/or upholding the annexation or incorporation,or a final settlement or other final disposition of
the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be refunded to the COMPANY; or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent
injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition
of the controversy allows or upholds the annexation or incorporation,then all of such payments and accrued
interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity,then
the COMPANY shall within 90 days give notice to the CITY of said sale,and this Agreement shall continue in effect
as to all Land and/or Improvements sold.If the COMPANY leases all or a portion of the Land or Improvements to an
entity that will be responsible for payment hereunder,the COMPANY shall within 90 days give notice to the CITY
of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased.
Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or
Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with
the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee
assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or
Improvements.The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up-
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 9
to-date and said agreement provides for execution of documents required by the CITY to ensure the continued
enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the
COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required
payments after assuming such responsibility,the COMPANY may,after notice in accordance with Section 4.04,either
make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below.
Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for
Annexation and Agreement for Provision of Municipal Services,in substantially the same form as the one attached
as Exhibit C,signed by the buyer before the CITY will consent to the assignment.
Section 7.03 Covenant Running with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS
RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE
REAL PROPERTY RECORDS OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS,
AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS
AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE
FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE
SAME RIGHT TO INVOKE AND ENFORCE,THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL
SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the
COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates
and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells,assigns,or in any
other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements
herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension
thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the
benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all
provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for
Annexation and Agreement for Provision of Municipal Services.Failure of any owner of the Land to execute this
agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will
constitute a default.
Article 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area.The COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Section 9.02 Water Procurement.The COMPANY acknowledges that the CITY provides a regional water system
that is critical to the well-being and economic growth of the entire area and that it is important for each customer to
continue to use the system as its principal source of water. The COMPANY agrees to provide six months written
notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the
CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of
water, subject to any obligations that that might apply to the CITY pursuant to state law.
Article 10
Section 10.01 Severabilitv. In the event any word,phrase,clause, sentence,paragraph, section, article or other part
of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by
any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application,
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 10
illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other
part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and
the validity of the remaining parts of this Agreement shall not be affected thereby.
Section 10.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated
herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be
amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.
Section 10.03 Notices.Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to
which it refers, "INDUSTRIAL DISTRICT AGREEMENT NO.«ID»".Each Party must notify the other Party of
any change of address in writing.
To the CITY: City of Corpus Christi-City Manager
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
With copies to City of Corpus Christi Director of Finance
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3105
City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
If to COMPANY: CITGO Refining and Chemicals Company,LP
1802 Nueces Bay Blvd.
Corpus Christi,Texas 78407
Phone: 361-8444633
Fax: 361-8444853
With copies to: CITGO Refining and Chemicals Company,LP
Debra Gibson—N4073 P.O.Box 4689
Houston,Texas 77210
Phone: 832486-4322
Fax: 832486-1828
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in
Nueces County,Texas.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 11
Section 10.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 10.06 Authority; Construction.By acceptance of this Agreement and/or benefits conferred hereunder,each
party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter
into this Agreement and to obligate and bind such party to all of the terms,covenants and conditions contained herein.
The headings contained in this Agreement are for reference purposes only,are not to be considered a part hereof,and
shall not affect in any way the meaning or interpretation of this Agreement.Unless the context otherwise requires: (i)
the word "including" shall mean "including, but not limited to," (ii) words used in the singular shall also denote the
plural,and words used in the plural shall also denote the singular,and(iii)references to the terms"Article,""Section,"
"clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified.
Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to
timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in
furtherance thereof in the event of such a failure,a voluntary Petition for Annexation and Agreement for Provision
of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by
the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in
accordance with this Agreement.
Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the
Property in the event that, during the Term of this Agreement, a bill is approved by the Texas Legislature that will,in
the sole but reasonable and continuing opinion of the CITY,result in a prohibition of annexation of all or part of the
Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal
Services pursuant to this section,the City may pursue such other annexation actions related to the Land as appropriate
to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill
approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380
Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement,in the form
attached as Exhibit F. In the event of such legislation, the Parties will consider alternative legal arrangements that
would preserve the Parties' rights and authority that would not require full annexation.
The preceding paragraph applies to any of the COMPANY's successors,assigns,or Affiliates provided for in Section
8.01,regardless of ownership or other interest in Land subject to this Agreement,including the provisions related to
the 380 Agreement.
If the Land is annexed,this Agreement will terminate automatically upon payment of the final PILOT payment due
under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that
accrued prior to the date of annexation under this Agreement,and the CITY may pursue all remedies in law and equity
to collect such past due PILOT payments.Nonetheless,no PILOT will be due for any year for which the COMPANY
is subject to taxation due to annexation.
This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government
Code § 212.172. The Parties agree that the following disclosure is sufficient for purposes of Section 212.172(b-1)of
the Texas Local Government Code:
THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO
OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO
ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS
LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER
SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COMPANY
PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY,
THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY
WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 12
ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION
AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A
PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION
BY PETITION.
THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN
ANNEXATION,ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER
ARTICLE 4.
Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas, no
subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's
ability to annex the Land covered herein pursuant to the terms of this Agreement.
fa-ver-able to 4he laiidevffief4ffift 44-Reqw-, i4-;- this Agr-eement, C;OMAA--�AL aiid its stieeessefs wid assigns shall nel have
the right to either- teFmina4e this Agfeement or- amend this Agr-eeffient to eentain the fner-e favor-able in liett of twi
Seetion 10.091%4ost Favored Nations,. if CITY enters inle a new industr-W Pis4fiet Agfeement,or-a wnewa4 of an�7
b
Exhibits:
Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Exhibit B Form of Sworn Schedule of Values
Exhibit C Petition for Annexation &Agreement for Provision of Municipal Services —to be executed at
time of signatures to Agreement by all Land owners
Exhibit D Form of Property Supplement
Exhibit E Standard Industrial District Annexation 380 Agreement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 13
EXECUTED this day of 2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: «LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «L0_S1gnatory_T1tle» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 14
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Name:
Title: 40 Signatory_Title» Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«IO_Signatory»,
as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type>>,on behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: oL Signatory» Naine:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by«L_Signatory»,
as the «L_Signatory_Title>>of«L Name>>,a«L_Entity_State» «L_Entity_Type»,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 15
Exhibit A
Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Depictions of Land subject to this Agreement
2164-0001-0010 68 Outside Land DRISCOLL VILLAGE LTS 1-A,1-0&1
2892-0001-0010 68 Outside Land GRACE HTS LT 1 BK 1
2892.OD01-0020 6B Outside Land GRACE HTS LTS 2 THRU 39 BK 1 �
2992-0002-0010 5B Outside Land GRACE HTS LTS 1 THRU 12 BK 2
3191-0001-0010 6B Outside Land HARBOR VIEW ESTS LTS 1 THRU 11 BLK A
3191-0002-0010 6B Outside Land HARBOR VIEW ESTS LTS 1 THRU 10 BLK B
3191-0003-0010 GB Outside Land HARBOR VIEW ESTS LTS 1 THRU 6 BLK C
3191-0004-0160 6B Outside Land HARBOR VIEW ESTS LTS 16 THRU 33 BLK D
3191-0005-0010 6B Outside Land HARBOR VIEW ESTS LTS I THRU 32 BLK E RIM
3191-0008-0010 68 Outside Land HARBOR VIEW ESTS LTS I THRU 33 BLK H
3191-0010-0010 6B OutsTdeM HARBOR VIEW ESTS LTS 1 THRU 51 BLK 1 see e;
3191-0011-0010 6B Outside Land HARBOR VIEW ESTS LTS 1 THRU 50 BLK K
3191-0013-0240 6B Outside Land HARBOR VIEW ESTS LTS I THRU 15,18 THRU 21&24 THRU 48 BLK
S933 OODO-0000 6B Outtide Land OAK LAWN STREET CLOSURES IN THE NE PART OF ABS 01,14.9147 ACS
5933 =1-0010 66 Outside Land OAK LAWN LTS 1 THRU 21 BK 1 AIM ,.
5933-GO02-0010 6B Outside Land OAK LAWN LTS 1 THRU 14 8K 2
5933-0003-0010 5B Outside Land OAK LAWN LTS 1 THRU 4,SA,GA,68,7&PT LTS 5&10 THRU 13 ALL LT 14 BK 3
5933-0004-0040 68 Outside Land OAK LAWN LTS 3 THRU 19 BK 4
5938-0012.0010 6B Outside Land OAK PARK LTS 1,7&N 85'OF LT 8A BK 12
5938-0015-0010 6B Outside Land OAK PARK LTS 1 THRU 12 BK 15
5938-0016-0010 68 Outside Land OAK PARK LTS 1 THRU 6&B THRU 12 BK 16
5938-0017-0010 68 Outside Land OAK PARK LTS 1 THRU 4&11&12 BK 17
6849-0004-0015 GB Outside Land PONTIAC TRACTS 2.43 ACS OUT TR B iCL{PT PARCEL 7 TRACT I}EAST PLANT
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL@241917A3.docx 16
Exhibit B Form of Sworn Schedule of Values for Industrial District Agreement No.
As of 1/1/
Due 8/31/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Geographic Description Earliest Date that CAD Market Did CAD declare COMPANY Prior year Did CAD declare
ID# Property was first Value property exempt valuation in CAD prior year property
placed in use or from taxation lawsuit filed Market exempt from
affixed to the Land pursuant to Texas by value taxation pursuant to
if Property is an Property Code COMPANY Texas Property
Iniprovement 11.317 Code 11.31
Total
I a duly authorized official of the above COMPANY, do swear that the
inforination provided is accurate and within my knowledge.
Signature Date
Name & Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 17
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Christi,Texas:
The undersigned Landowner(s)of the hereinafter described tract of Land,which is without residents,request the City
Council of the City of Corpus Christi,Texas,to extend the present city limits of the City of Corpus Christi,Texas,to
include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District
Agreement to which this document is attached,and the document description herein is considered incorporated herein.
We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under
Subchapter E of that chapter as it may be amended.
Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned
Landowner(s). This Petition for Annexation of the above-described tract of land is intended to be signed and duly
acknowledged by each and every owner of said Land.
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory», as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 18
Exhibit C
Agreement for Provision of Municipal Services
This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government
Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"'), and
("Landowner").
WHEREAS, the Landowner has requested that the City consider annexation of the territory described in
Exhibit A of the Industrial District Agreement to which this document is attached situated in
County,Texas,which is hereinafter described as the "Land";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local
Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into
between the City and Landowner of the Subject Property prior to annexation;
WHEREAS,the City Council of the City of Corpus Christi,Texas,finds and determines that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation
area than were in existence in the annexation area at the time immediately preceding the
annexation process, and
• this Agreement for Provision of Municipal Services will provide the Land with a level of service,
infrastructure, and infrastructure maintenance that is comparable to the level of service,
infrastructure, and infrastructure maintenance available in other parts of the municipality with
topography, land use, and population density similar to those reasonably contemplated or
projected in the area; and
• all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas
Local Government Code Chapter 43 to annex the Land into the CITY.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the CITY and the
Landowner(s) agree as follows:
Section 1.Recitals.The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true
and correct and are hereby adopted by the Parties and made a part hereof for all purposes.
Section 2.Services to be Provided.The following service list represents the provision of services agreed to between
the landowner of the Property and the City establishing a program under which the City will provide municipal
services to the Subject Property as required by Texas Local Government Code §43.0672,which will be provided at
a level consistent with services levels provided to other similarly situated areas within the City.
• Police Protection: The Corpus Christi Police Department will provide police protection at the same
level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar
topography, land use, and population density.
• Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380
Agreement(if applicable) attached to the Industrial District Agreement to which this document is
attached, the Corpus Christi Fire Department will provide fire protection and suppression at the same level
of service now being provided to other areas of the City of Corpus Christi,Texas,with similar topography,
land use,and population density.
• Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical
services at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,
with similar topography,land use, and population density.
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 19
• Solid Waste Collection: Solid waste collection and services will be provided at the same level of service
now being provided to other areas of the City of Corpus Christi, Texas,with similar topography, land use,
and population density.
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area
of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in
accordance with the Corpus Christi Code of Ordinances,Corpus Christi Unified Development Code,Utility
Department Policies, and engineering standards at the same level of service now being provided to other
areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density,
provided the service is not currently served by another utility through existing facilities located within or
adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the
proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may
be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi
unless the facilities are dedicated to and accepted by the City of Corpus Christi.The current water line mains
at their existing locations shall be available for point of use extension based upon the current City's standard
water extension policies now existing or as may be amended. On-site sewage facilities will be allowed
contingent upon the property owner meeting all city, county, state and federal requirements.
• Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied
pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached
to the Industrial District Agreement to which this document is attached,The City will maintain public
streets, including road and street lighting, within the annexed area at the same level of service now being
provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and
population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-
of-way, roadway, or utility company easement shall be maintained by the applicable utility company
servicing the City of Corpus Christi,Texas,pursuant to the rules,regulations, and fees of the utility.
• Operation and Maintenance of Parks,Playgrounds and Swimming Pools: Currently,there are no public
recreational facilities in the annexation area,including parks,playgrounds,or swimming pools.
• Operation and Maintenance of any other Publicly-Owned Facility,Building, or Service: Currently,no
other publicly owned facilities, buildings, or services are identified in the annexation area. If the City
acquires any such facilities,buildings,or services within the annexation area,an appropriate City department
will provide maintenance services.
Section 3. Schedule of Services.In accordance with Texas Local Government Code § 43.0672(c),no other services
are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local
Government Code § 43.0672(b)is not applicable as all services identified herein will be provided upon the effective
date of annexation.
Section 4.Level of Service.Nothing in this Service Agreement shall require the City to provide a uniform level of
full municipal services to each area of the City,including the annexed areas,if different characteristics of topography,
land use,and population density are considered a sufficient basis for providing different levels of service.
Section 5.Term.The term of this Service Agreement is 10 years from the date the annexation is effective.
Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local
Government Code Chapter 245.
Section 7.Legal Construction.No subsequent change in the law regarding annexation shall affect the enforceability
of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable
provision will not affect any other provision hereof, and this Service Agreement will be construed as if the
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 20
unenforceable provision had never been a part of the Agreement. Whenever the context requires, the singular will
include the plural and neuter include the masculine or feminine gender,and vice versa.
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas.
This Service Agreement shall be construed under and in accordance with the laws of the State of Texas.
Section 9.Authority.This Service Agreement binds and inures to the benefit of the CITY,LANDOWNER,and their
successors and assigns.Each party further warrants that each signatory to this Service Agreement is legally authorized
to bind the respective individual or entity for the purpose established herein.
EXECUTED,this the day of ,2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024, by
Assistant City Manager of the City of Corpus Christi, a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: <<LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «L0_S1gnatory_Title» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufc-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 21
Exhibit D
Form of Property Supplement to Industrial District Agreement No.
This Supplement to Industrial District Agreement No. (this "Supplement") between CITY OF CORPUS
CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the
"CITY,"and«LO Name», a«LO Entity_State» «LO_Entity_Type», Landowner,«IO_Name»,a«IO_Entity_State»
«IO Entity_Type»,Improvements Owner,and«L Name»,a«L Entity_State»«L Entity_Type»Lessee,hereinafter
collectively called the "COMPANY," is executed on the dates of execution of this Supplement as set forth
immediately above the respective signatures of the CITY and the COMPANY below, but this Supplement shall be
effective on the date on which the land described in the attached Description of Additional Land attached hereto
was acquired by the COMPANY (the Supplement Effective Date").
WHEREAS,reference is hereby made to Industrial District Agreement No. (the same,as heretofore amended
and as heretofore supplemented,is herein called the"Industrial District Agreement")entered into on
2024,by and between the COMPANY and the CITY; and
WHEREAS,the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the
Description of Additional Land attached hereto which is located within an Industrial District,and,the COMPANY
has provided the CITY with a revised Exhibit A- Geographic ID's & CAD Type & Legal Descriptions of Land
subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic
ID number of such acquired land and any Improvements thereon.
WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the
COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the
terms and provisions of the Industrial District Agreement.
NOW,THEREFORE,for and in consideration of the covenants and agreements contained herein and in the Industrial
District Agreement,the CITY and the COMPANY hereby agree that the land described on the attached Description
of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District
Agreement No. and all of its exhibits effective as of the Supplement Effective Date. Each party hereto
represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into
this Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all
of the terms,covenants and conditions contained in all of those documents.
ENTERED into this day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation, on behalf of said corporation.
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 22
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
«LO Signatory)) Name: Name
Title: «LO_Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 ,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name»,a«LO_Entity_State»«LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,20 .
(seal)
Notary Public
IMPROVEMENTS OWNER ATTEST
«IO_Name»
By:
Name: Name: JO_Signatory»
Title: Title: «IO_Signatory_Title»
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 by
«IO_Signatory», as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type»,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D., 20.
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 23
Exhibit E
Standard Industrial District Annexation 380 Agreement
This Agreement ("Agreement") is made and entered into as of ,
(the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and <<LO Name», a
<<LO Entity_State» <<LO Entity_Type», Landowner,«IO_Name», a «IO_Entity_State» «IO Entity_Type»,
Improvements Owner, and <<L Name», a<<L Entity_State» <<L Entity_Type» Lessee,hereinafter collectively called
the "COMPANY."pursuant to Chapter 380 of the Texas Local Government Code.
WHEREAS,the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY
limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial
district agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article III, Section 52-
a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under
which the CITY has the authority to make loans or grants of public funds for the purposes of promoting
local economic development and stimulating business and commercial activity within the CITY; and
WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic
development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the
CITY's established economic development program, and, further, is in the best interests of the CITY and
COMPANY; and
WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment
in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy,
reduction of unemployment and underemployment through the retention of existing jobs and the production of
new jobs, and the attraction of new businesses; and as described in this Agreement; and
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other
law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the
public purposes of developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the state; and
WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a
manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the
COMPANY has agreed to comply with certain conditions for receiving those benefits, and
WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained,CITY and the COMPANY contract and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. The following terms have the following meanings:
a. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 24
b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value
of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the
COMPANY's notification thereof to the CITY.
c. Business Personal Property. Taxable tangible personal property, including inventories, located on the
Land.
d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San
Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements
located within the boundaries of such appraisal district.
e. Calendar Year. A period of time beginning January I and ending December 31 in a numbered year.
f. Existing Improvements. Improvements other than New Improvements.
g. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the Industrial District Agreement to which this document is attached.
i. Market Value.As determined and defined by the applicable CAD.
j. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement.
k. Non-Appeal Rebate Date.April I following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxes for an unappealed CAD Geographic ID,whichever is later
1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
m. D »Ρer-�., The iris,-,.yemea�s and personal r ei4y as dese,-ibe her-eill.
Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may
continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use:
a. CITY and COMPANY agree that Sec. 43.002,Tex. Loc. Govt. Code ("Sec. 43.002)provides that CITY may
not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the
date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY
and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation
for uses that fall within the Heavy Industrial(IH) zoning district under the Corpus Christi City Code. CITY
will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the
Land,without zoning fees being assessed to COMPANY,to be zoned IH(or such other zoning district that
permits COMPANY's industrial activities),without the need for any additional CITY permits.
b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to
use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without
the necessity for additional licenses,certificates,permits,approvals,or other forms of authorization,including
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 25
but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board,
commission, or other entity proposes or requests any permits or other authorizations be required as a result
of annexation into the City limits,the CITY agrees to support, and if requested,request the issuance of such
permits or other authorizations.
c. CITY stipulates that,during the term of this Agreement and as a provision of this Agreement, the entirety of
the Land will be treated as"IH"(Heavy Industrial)or equivalent zoning district for purposes of Corpus Christi
City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of
the necessity of obtaining building permits and compliance with the Technical Construction Codes of the
CITY.
d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and
stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section
1.02:
Section 105.1.4 Building Permit Exemptions:
(a)Definitions. For the purposes of this section:
State or Federal Facility means a facility owned or managed by the State of Texas or the federal
government.
Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort,
test,and treat raw materials and other processed materials into finished or intermediate products and
to store equipment or materials used by that industrial facility.
Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in
connection with ranching or agricultural use, excluding structures used for residential, commercial,
or industrial purposes.
(b)Exemption.A State or Federal Facility,Industrial Facility,or Agricultural Facility may claim an
exemption from the City's requirement for technical construction code permits if all connections
between the aforesaid facility and the city water system are equipped with a backflow prevention
device or air gap.
(c)An Industrial Facility can only claim the technical construction code permit exemption if.
Lthe facility or industrial processing unit is inaccessible to the general public;
2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres;
3.the facility or structure is not within 150 feet from the I-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a licensed professional engineer's observation
and direct supervision. The licensed professional engineer will certify that all
improvements meet the intent or spirit of the City's technical construction codes and life
safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
installations connected to the city water system to the point of the valves or safety devices to ensure
the connection to a backflow prevention device or air gap.
(e) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the
required technical construction code permits and does not install backflow prevention devices or air
gaps at all connections to the city water system authorizes the City to refuse to connect or the City
to disconnect the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or
timely provide test results or maintain the required backflow prevention device in good operating
condition authorizes the City to refuse to connect or the City to disconnect the connection from the
city water supply system.
e. Prior to annexation,none of the Land was subject to CITY ordinances;therefore,it is the intent of the Parties
that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial
operations of COMPANY.Accordingly,the following provisions of the Corpus Christi City Code and other
rules and policies of CITY will not apply to the Land:
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 26
(1)Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be
issued by CITY,other than:
(a) Section 105.1.4 of Section 14-231 of the City Code,except as modified in this section,and
(b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or
renumbered.
(2) Any ordinances,rules,policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural
Code,Finance Code,Insurance Code,Labor Code,Natural Resources Code, and Occupations Code.
(3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37
right-of-way may be modified administratively for good cause upon application to the CITY Director of
Development Services(or the successor to that position.)
(4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed
professional engineer shall not be applicable to construction, assembly, disassembly, reassembly,
modification, alteration, or improvement of the facility or unit provided that COMPANY represents in
writing to the CITY Director of Development Services(or the successor to that position)that COMPANY
conducts its operations in accordance with currently applicable industry standards and codes. This
provision does not require COMPANY to make any written representation to CITY about its maintenance
and operations(such as assembly,disassembly,modification,or alteration)that would not otherwise fall
within CITY technical construction codes.
(5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will
review the COMPANY's proposed use of an alternative backflow prevention method and determine
whether that proposed method provides the same or greater level of reliability,effectiveness,and ease of
verifiability at or near the City's water-connection location as a reduced pressure backflow preventer
(assembly).After such review and determination,CITY and COMPANY will jointly approach the Texas
Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative
backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention
method,then the CITY will allow the use of said proposed alternative backflow prevention method unless
the CITY determines that said proposed alternative backflow prevention method will not provide the
same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by
COMPANY,CITY shall provide such determination in writing by a licensed professional engineer with
expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY
does not respond within 60 days of such written COMPANY request, then the request for use of said
jointly-proposed,TCEQ-approved alternative backflow prevention method will be deemed approved.
Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall
have no obligation to extend to the Land any utilities or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY
agrees and stipulates that the annexation is valid,and the COMPANY has no right to challenge the annexation of the
Land by the CITY.
2. Term
Section 2.01 Term.This Agreement shall be effective upon annexation of the Land and continue until December 31,
2039,unless terminated as herein provided or extended for additional period or periods of time upon mutual consent
of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 27
after December 31, 2034, then the CITY will consider extending the termination date of this agreement for a period
of up to 5 years.
3. Chapter-380 Rebates of City Ad A'alor-em Taxes Paid hy Compan
3. Left blank
Seetion 3.01 Rebate of Ad Valer-em Taxes. Eaeh�eaf dw4tig the teff+i hefeef-,the CITY shall r-ebate a pei4ieti of ad
CITY in the fellowifig afflotffits:
a. The "Reimbtffsable Twi Ametmt" is the ad valor-em twies paid by the GOMPAN); to the aeeetffit of the
finally weeived ffem GOMPANY en Existing improvements owned by GOMPANY on the
finally r-eeeived fFem GOMPANY on New improvements &A,ned by GOMPANY on the Land.
finally r-eeeived fFam GOMPANY on Business Personal Property owned by GOMPANY on
.>aaaa lma+id.
fitads and held for- the beaefit of the GOMPANY and GITY for- the pttr-pese of paying the GITY
COMPANY,A NY hefeiiiaiter laiewii as+he "ReHibttfseffieii�Aeee
b� the Nati Appeal Rebate Pate fellewiiig GOMPANY's eei4ifiea+ieii ef stteh iie appeal stattis fef
la the event of an appeal, the GITY will r-ebate the r-eimbttr-sable twies to the GOMPANY by the
Appeal Rebate Date.
in the Reimbttr-semeat Aeeettat may be ttsed to pay wiy debts of GOMPANY owed to CITY as a
r-esttk of defattit of any obligations owed by GOMPANY to CITY, and setoff is attthor-ized for-that
The GITY will be the owner- of the Reimbttr-semeat Aeeettat and inter-est paid on the
CAUsers\ufc-prodAppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCL a241917A3\CaBCLCa241917A3.docx 28
■
• ♦ ♦ Y.
♦ I W,11111111 ♦11
11011111"0'.M.
■ ■
• i
wail-a
■
•
1 • i
♦ ■
•,
Nil
• i
I'm SIM WIN
•��
Article 4.Default and Cessation of Operations
Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial
compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this
Agreement,the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ
of mandamus to perform obligations under this Agreement.
Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in
substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such
default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure,
the CITY may terminate this Agreement and CITY's obligation to pay any funds to COMPANY under this
Agreement will terminate.
Section 4.03 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by either party of any of the terms or conditions of this Agreement,the non-defaulting party shall give the other party
written notice specifying the nature of the alleged default, and manner in which the alleged default may be
satisfactorily cured.Thereafter,the allegedly defaulting party will be afforded 60 days within which to cure the alleged
default.
Section 4.04 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.05 Limitation of Liability.In no event will either party be liable to the other party hereunder for punitive,
exemplary,or indirect damages,lost profits or business interruptions damages.
Article 5.Description of Applicable Property
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of
Geographic ID numbers,as available from the applicable CAD,for property located on the Land,to be attached hereto
and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this
document is attached and supplements thereto,to the extent such Land has been annexed into the territorial limits of
the City.
rebates of ad valer-efn twies paid to the CITY.
Article 6.Transfer of Land or Property to another Entity,Adding or Removing Affiliates,and Remitting Taxes
Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any
entity,the COMPANY shall within 90 days give notice to the CITY of said sale or lease.
Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with
the prior,written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY
to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all
obligations to the CITY,then the CITY will not unreasonably withhold permission for assignment or execution of a
new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned.
Section 6.03 No Third-Party Beneficiaries,Setoff.Except as specifically assigned with permission of the CITY,no
entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement.
Further,the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the
COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL a241917A3.docx 30
Account may be transferred to the CITY in satisfaction of any debts to the CITY.In the event that COMPANY ceases
to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then
amounts in the Reimbursement Account will inure to the CITY.Amounts in the Reimbursement Account will not be
assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or
amounts otherwise owed or payable by CITY to COMPANY.
Section 6.04 Adding Affiliates to Agreement.Affiliates who own property in the area of the Land may be added or
removed for purposes of this Agreement . Any Affiliates added will need to agree to be
governed by the terms of this agreement.The parties to this Agreement intend to prepare standardized forms to enable
Affiliates to be added or removed efficiently.
Article 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Article 8.Miscellaneous Provisions
Section 8.01 Severability.In the event any word,phrase,clause, sentence,paragraph,section,article or other part of
this Agreement or the application thereof to any person,firm,corporation or circumstances shall ever be held by any
court of competent jurisdiction to be illegal,invalid or unconstitutional for any reason,then the application,invalidity
or unconstitutionality of the word,phrase,clause,sentence,paragraph,section,article or other part of this Agreement
shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the
remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written
instrument signed by all of the parties hereto.
Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below.The COMPANY must notify the CITY of any change of address in
writing.Notices by a party to the other party hereto,shall be mailed or delivered as follows:
If to CITY: City Manager
City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
Fax:361-826-3845
With copies to: City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to COMPANY: «LO Name»
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 31
«LO Notice Address»
«LO_Notice_City»
Phone: «LO Notice Phone»
Fax: «LO Notice Fax»
With copies to: «IO Name»
«IO Notice Address»
«IO Notice_City>>
Phone: «IO Notice Phone»
Fax: «IO Notice Fax»
and «L Name»,
«L Notice Address»
«L Notice_City>>
Phone: «L Notice Phone»
Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, and the sole legal venue for construction of this agreement will be in a court in Nueces
County,Texas.
Section 8.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 8.06 Authority.By acceptance of this Agreement and/or benefits conferred hereunder,each party represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The
CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to
COMPANY pursuant to Articles 3 or 4 of this Agreement.
Article 9. Chapter-380 Rebates of City Sal., Use Taxes Paid b f`....,p anj7,
Left blank.
Seetion 9.01 Rebate of City Sales/Use Taxes. Eaeh year-dw4ag �he tefm her-eef,� 4ie CITY shall wbale a pet4ion E)
maintenanee,or-for-any other-use 4iat is limited by state law.
b. For- eaek ealeiidaf yeaf sttbjeel to this Seetieti 9.01, the CITY will er-ea4e a "Reimbtir-sement Sales,'Use
Tax Aeeettal" to be segr-ega4ed fFefn other- CITY funds and held for-the benefit of the COMPANY a-Rd
CITY for- the piir-pese E)f paying the r-eba4e of the Reimbiir-sable Sales/Use Tax Afnetmt 1E) the
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 32
aeee�efoina4ef known as the «Reimbufsemeat Sales/-Use Aeee
off-set any debts of COMPANY owed to CITY as a festtit of defattit of any obli
COMPANY to CITY ttodef this Agfeement. Any intefest aeef+tiflg On �hipe -R-e-imbia-r-sefReat Sales/
fl. The CITY will be the owfief of the Reimbttfsemefit Sales/Use TwE Aeeottat and ifitefest paid on the
COMPANY shall tefmiaa+e the COMPANY's fights, if any, to the Afads in the Reimbttfsement
to the CITY, of Payment of sale is�cir:res Aen tccr kable tfansaetions on the Land.
a
paid by the COMPANY femitted to the CITY pttfstta-at to Texas TwE Gode 3-21.101 that afe feba4able ttfide
this A, nt
Section 9.02 Company Sehedule of Value. On of befefe Febf+tafy -28 fellowing eaeh ealeadaf yeaf of this
Agfeement, the COMPANY shall pfevide to the CITY a Swom Sekedttle of Sales,LUse Tax Paid by COMPANY fef
Company. This Sehedttle shall doettffietit the salesAttse ta�E -paid by COMPANY off all t&Eable t+aiisaetiotis eti the
aeeetmts sttbjeet to this Agfeeffiefft, whethef paid by COMPANY of a+i Affilia4e. The COMPANY hefe eensetits to
the !'',)wpt- lle
Seetion 9.03 Caletilation of Amount Due.Alithiff 30 days af4ef feEtttest by the COMPANY, fellowiiig GOMPAN3�'s
pfe,vide a r-epeA to the COMPANY identifying t4e felevatit aeeottat a+id speeif�iag the amotttit then held in the
Section 9.04 Audits. SalesAHse twk is attdited per-iodieally by the Comptfoller, The attdit period is of4en mttitiple years
liabilitt4he feifflbtff-SefRefIt fFOM CITY to COMPANY tmder-this Agreement will be handled in the same
CAUsers\ufc-prodAppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCL a241917A3\CaBCLCa241917A3.docx 33
QTY. Within 90 days of weeipt of a sa4es/use twi refund, the GOMAA4A� must pr-e:vide to QTY a
to CITY.
IN WITNESS WHEREOF,the Parties hereto have caused this instrument to be duly executed as of the
day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 34
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Naine:
Title: <d0 Signatory_Title>> Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«IO_Signatory>>,as the «IO_Signatory_Title>>of«IO Name>>,a«IO_Entity_State>> «IO_Entity_Type>>,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D.,2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: <L Signatory» Name:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«L_Signatory»,as the «L_Signatory_Title>>of«L Name>>,a«L Entity_State» «L Entity_Type>>,on behalf of said
corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL a241917A3\ BCL(241917A3.docx 35
Exhibit to 380 Agr-eemen4
Cie Case assumptions F*yMeHtsiRefu DepositsiRebates
G� G�
No Appeal-
COMPANY NY tifnel. pays inn twE payment e $25 cn into RA,then rebated by
e COMPANY tifitimely pa-ys and 0 $115 twE Payment e Q5.50 into RA, then r-eba4ed by
Reba4e -c coi
Appeal Filed
_ lti ti l $l nn itite RA
Appeal ettts vaitte by 0
n $cn released to CITY
COMPANY n NY timely p s fill bill e $inn initial ..�payment e 7v t;.,1 $25 cn into RA
Appeal l eats.mite by 50 e Post Appeal: $cn r-efttfid a Post Appeal: $l- 7c eba4e,a I- ri.
Reba4e
by QT-)Lr-emaining Q t 7 '7c released to CITY
_ loit .,1 $l nn iffte RA
_ I ff ti l $l 00 iffte R
e GOMPAN3� tiffiely p&ys. additional twE pat,fnetit md POO rebated by Appeal Reba4e
additional bill Date-
_ Reb a 100
_ hii6..l $l nn iffte RA
GOMPAN)L ttti6ffiely pays. additional twE paymeat md WOO rebated by Appeal Reba4-e-
additional bill and inetifs
Cnran n rTY ti-mely p s f„ll l.;ll e $inn initial ..�p r. e Tv t;.,1 $25 cn into RA
• VaItte ; s 100 e Post Appeal: $inn e Post Appeal: $25 cn added to RA
• COMPANY timely pa-ys add4iotial t&i pa-yffiefft a+id $51 febated by Appeal Rebate
_ Preb , 2 c c o i
_ I-ait l $cn into RA
e Post Appeali-tie
Appeal ettts vaitte by o rt4e f t a RA by Appeal l Reba4e Da4ee
_ n )a e 1004
CAUsers\ufc-prodAppDataALocal\Temp\BCL Teclmolo-aies\easyPDF 8\(da BCL�241917A3\(da BCLCt241917A3.docx 36
initial e l- 7 G rote RA
e Post Appe
Reba4e Reb
e COMPANY tifnely fair-pays bill at e $50 initial ta�k payment e initial P-2.75 into RA
i$04 - Post Appeal: e35 _ Post Appeal: eti 37c added to RA
• Appeal etits y l„e by 25oi
elnr
4Zeba4e 25 coi
• Appeal e its v mite by 75 isstted by A/i a+id ftmded Appeal Reba4ca&4eremmi—ing
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCL a241917A3\CaBCL(ti 241917A3.docx 37
Exhibit to 380 Agr-eemen4
Form of Sworn Sehedule of Snlesil4se Tax Paid by Compan
zT--'ifnef-imie-: !,/tirvugh 1-2/31
r rtaet Name:
Telepheffei
Aar
atyPbrtion Fbturn
Account/ Invoice Taxable Sales/Use Wund Period
Tax Payer I D' Date Pai d Vendor Number Base Tax Rate Tax Pai d F;bquested F I ed*
Total
* VV I I appl y to taxpayers payi ng and fi I i ng sal es/use tax
For-sales t&i paid dir-eefly �a wiider-s, a eepy of the ieiider- itweiee detailiiig sales taii paid aleiig with �he sehedttle
above will be pr-evided.
Fef: dir-eet pay pei:ffiit holders, a4taeh a eepy of efteh SEEWS,LHse tali filing with the State aleiig with eeffiple6iig the
sehedttle abolve for-eaeh individttal sales,�dse twE filing. Additional detail by vender-will be pr-evided if r-eqttested b�7
provided is aeetwa4e and within my kne dge.
signatwe �
(Se l4
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCL a241917A3\CaBCL t�i 241917AI docx 38
INDUSTRIAL DISTRICT AGREEMENT NO. «ID»
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
This Industrial District Agreement ("Agreement") is made and entered into under the authority of Section 42.044 of
the Texas Local Government Code,by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Basic Equipment Company (a
wholly-owned subsidiary of Berry Contracting,Inc.) Land and Improvements Owner,hereinafter collectively called
the "COMPANY." The CITY and the COMPANY are hereinafter sometimes referred to individually as a "Party"
and collectively as the "Parties."
WHEREAS,it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt reasonable
measures permitted by law that 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 reaffirmed
and adopted by this City Council as being in the best interest of the CITY and its citizens; and
WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the
Extraterritorial Jurisdiction(ETJ)of the CITY; and
WHEREAS,under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has
enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating
its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the
specified land areas as Corpus Christi Industrial Development Area No. I and Corpus Christi Industrial Development
Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such
areas "Industrial District No. I and Industrial District No. 2"and Ordinance No. 031797 expanded Industrial District
No. 2; and
WHEREAS, Ordinance No. 031145 provided for disannexing from the City of Corpus Christi, Texas, an
approximately 3.41-acre tract of land owned by Basic Equipment Company and adjusted the boundary of Industrial
District No. 1 to include the disannexed tract and authorizing the execution of an Industrial District Agreement with
Basic Equipment Company requiring the payment in lieu of taxes in an amount equal to 100 percent of the ad valorem
taxes that would be due if the tract was in the City limits; and
WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces
County; and
WHEREAS,Ordinance Nos. 031775,031817,and 033161,as amended,established Corpus Christi Industrial District
Nos. 5, 6, 7, 8,9, 10, and 11 in the CITY's ETJ in San Patricio County; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and I I are collectively referred to as the "Industrial
Districts"; and
WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said Industrial
Districts, and for this purpose,desires to enter into this Agreement with the COMPANY; and
WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY's structures and properties within such Industrial Districts.
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 1
WHEREAS,the COMPANY desires to avoid regulation by the CITY of the COMPANY's structures and properties
within such Industrial Districts;
NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and
under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY
referred to above,the CITY and the COMPANY hereby agree as follows:
Article 1
Section 1.01 Immunity from Annexation.The CITY covenants and agrees that during the term of this Agreement,
and subject to the terms and provisions herein,the Land shall retain its extraterritorial status as an Industrial District,
except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement,the CITY further
covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement.
Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the
COMPANY will not use or permit the use of the Land and/or Improvements and/or personal property covered by this
Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same
industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the
COMPANY or other such parties holding such similarly situated land.Holding the Land and Improvements for future
"industry"use, without using same for non-industry purposes, does not violate this Section 1.02. If the COMPANY
uses, or permits use of, the Land and/or Improvements and/or personal property covered by this Agreement for
purposes not included within the term "industry" as defined above, then the PILOT to be paid by the COMPANY
under this Agreement shall be increased to an amount equal to 100%of the amount of ad valorem taxes on Land and
Improvements, and personal property sited on the Land, that would otherwise be payable to the CITY by the
COMPANY if said Improvements and personal property were situated on land within the CITY limits of the CITY.
The increase shall be immediately effective for all payments from the inception of this Agreement, and the
COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non-
industry use,subject to the notice and opportunity to cure provided for in Section 4.04,an amount equal to said 100%
of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to
the CITY under this Agreement,plus penalties and interest as if the amounts were delinquent taxes. The CITY shall
be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition,the CITY
shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent
jurisdiction,upon the court's determination that the use is not an"industry"use,requiring that the use be permanently
discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY
shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements and personal
property.
Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails
to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said
defaulting company is not contiguous with the CITY's boundary,the COMPANY shall,after the CITY provides the
COMPANY with 60 days prior written notice of intent to initiate annexation proceeding,permit the CITY to annex a
suitable strip of land out of the COMPANY's Land from the CITY'S boundary to the defaulting company's land to
permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex
property owned by third parties,the CITY will annex the absolute minimum amount of the COMPANY's Land legally
necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the
approval of the COMPANY which approval shall not be unreasonably withheld. The COMPANY and such annexed
Land shall have no right to any CITY services as a result of such annexation;nor shall the CITY extend,by ordinance,
any rules,or regulations to such annexed Land,including,but not limited to,those(a)governing plats and subdivisions
of land,(b)prescribing any building,electrical,plumbing or inspection code or codes,or(c)attempting to exercise in
any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of
Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any
Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for
an annexation corridor no longer exists,including but not limited to the defaulting company entering into an Industrial
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 2
District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any
annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the
steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary
annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03,any of such annexed portion of
Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar
Year during the Term of this Agreement, the CITY shall (1) exclude such annexed portion of Land and any
Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under
Article 3 for such year, and(ii) as an economic development incentive grant under a program authorized by Chapter
380 of the Texas Local Government Code,remit(either as an offset against the amount of payment in lieu of tax owed
to the CITY under this Agreement or as a rebate paid to the COMPANY),within 60 days following the CITY's receipt
of proof of payment of such CITY taxes,the portion of such CITY taxes that is in excess of the PILOT that would
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and
any Improvements and other property located thereon had such annexed portion of Land not been annexed.
Section 1.04 City Services. During the Term hereof,pursuant to this Agreement,the CITY shall have no obligation
to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for
by the COMPANY on the date hereof,or as otherwise stated herein.
Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the
option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof.
Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the
Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not
require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions
thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it
will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances
governing subdivision of land;(2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit
E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those
regulations relating to the delivery of utility services and industrial waste disposal through CITY-owned facilities.
The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow
prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code
as said section exists on the signature date of this Agreement and state law, including any periodic certifications
required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will review the
COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed
method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's
water-connection location as a reduced pressure backflow preventer(assembly).After such review and determination,
CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request
TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed
alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow
prevention method unless the CITY determines that said proposed alternative backflow prevention method will not
provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY,
CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and
municipal systems that utilize backflow prevention technologies.If the CITY does not respond within 60 days of such
written COMPANY request,then the request for use of said jointly-proposed,TCEQ-approved alternative backflow
prevention method will be deemed approved.
Section 1.07 Definitions.The following terms have the following meanings:
A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 3
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986,as amended.
B. CAD. The appraisal district(either the Nueces County Appraisal District [NCAD] or the San Patricio
County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the
Improvements located within the boundaries of such appraisal district.
C. Calendar Year.A period of time beginning January 1 and ending December 31 in a numbered year.
D. Existing Improvements. Improvements other than New Improvements.
E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as
amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate
boundaries of the CITY and that is located within five miles of those boundaries.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721,
031775,031797,031817,033161,or future ordinance of the CITY,are incorporated herein by reference.
H. Industrial District Agreement. An agreement made and entered into under the authority of Section
42.044 of the Texas Local Government Code.
L Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial
Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the
Industrial Districts,whether or not it is in included in Exhibit A.
J. Market Value.As determined and defined by the applicable CAD.
K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
N. Prior Industrial District Agreement. The Industrial District Agreement by and between the CITY and
the COMPANY that expired December 31,2024.
Article 2
Section 2.01 Term. The term of this Agreement (Term) shall be 15 years from January 1, 2025 to December 31,
2039,unless earlier terminated as herein provided.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COMPANY
shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the
Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form
attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the
C:AUsers\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 4
COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1,2039 shall entitle the City to
(1)file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement
and/or(2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure
to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on
annexation,that can be legally applied after annexation will continue to apply until December 31,2039.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT).Each year during the Term hereof,the COMPANY
shall pay to the CITY:
A. Land.An amount in lieu of tax on the Land(excluding Improvements located thereon)equal to 100%of the
amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to
CITY by COMPANY if the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to
100%of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which
would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on
land within the CITY limits.For purposes of this calculation,the Existing Improvements will not include the
pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property
Tax Code 11.31.
C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and
Placed in Use,the COMPANY shall pay 100%PILOT for said New Improvement.
Personal Property. An amount in lieu of tax on personal property equal to 100%of the amount of ad valorem
taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by
COMPANY if the personal property were situated on land within the CITY limits.
D. With respect to any new land acquired by the COMPANY located within an Industrial District,the new land
shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in
lieu of tax payment on the Land as of January I of the first year following the date which the new land is
acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the
COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the
applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and
promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each
execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land
substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms
and provisions of this Agreement.
E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of
the CITY, but not in an Industrial District,the COMPANY shall report such purchase to the CITY and the
CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement,or upon final
determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD,
Geographic ID numbers and the Market Values related thereto,and showing all Land and Improvements and personal
property owned or controlled by the COMPANY including and identifying the property to be valued as part of this
Agreement (the "Schedule") and each exemption applicable to the calculation of taxation on each item of property
(specifying exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any
Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms,information,
and documents provided by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review
Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement.
C:AUsers\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 5
Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S
annual in lieu of tax payment required under this Agreement,the calculation shall be made utilizing the Market Value
of all Land and Improvements and personal property,but not including the Land and/or Improvements and/or personal
property that qualify for the exemption for pollution control property as provided in Texas Property Tax Code Section
11.31 as determined by the applicable CAD,or its successor,under provisions of the Texas Property Tax Code. The
COMPANY shall timely provide information and reports required under this Agreement and under Texas law,rules
and regulations to the applicable CAD or its designee, so that the appraisal process can be completed in accordance
with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement
shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same
as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY
or any non-CAD related billing dispute,the COMPANY agrees to pay to the CITY an initial estimated PILOT,on or
before the Due Date in Section 3.07 below,based on the amount billed by the CITY.
Alternate Estimated PILOT.- If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties
on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November
I"of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each
CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each
value.This written notice shall be accompanied by the COMPANY's calculation of:
(1) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the Market Values determined
by the CAD(CAD-determined Market Values for the tax year subject to the lawsuit), and
(2) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the market values estimated
by the COMPANY(COMPANY-determined market values for the tax year subject to the lawsuit), and
(3) the total, cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year
subject to the lawsuit.
If the total cumulative CAD-determined Market Values for the tax year subject to the lawsuit are more than 20%
greater than the total, cumulative CAD-determined Market Values for the immediately prior tax year, then the
COMPANY may pay an Alternate Estimated PILOT,based on the greater of:
(1) the COMPANY-determined market values for the tax year subject to the lawsuit,or
(2) 120%of the total,cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to
the tax year subject to the lawsuit(s).
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or
Alternate Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT
due based on the final determination.If,as a result of final unappealable judgment of a court of competent jurisdiction,
or as the result of other final settlement of the controversy,the PILOT due to the CITY is established to be an amount
less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY,the excess in
lieu of tax payment,if any,collected by the CITY shall be returned to COMPANY within 60 days after COMPANY
provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of
reimbursement,such as a credit to the in lieu of tax payments due the next year.Any non-CAD related billing disputes
shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY.
Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount
for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of
the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such
year if said Improvements were situated on land within the CITY limits(Calculation: Market Value of Improvements
x 15% x CITY tax rate =Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall
not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 6
Agreement if either (i) as of January I of such year,the COMPANY is a member in good standing of the Refinery
Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section
775.032(a)(1),(2),and(3)of the Texas Health and Safety Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due.The CITY shall mail an invoice to the COMPANY,which sets forth the
amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall
be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below,and shall be mailed to the address
shown in Section 10.03 of this Agreement.The calculation shall be made with reference to the exemption for pollution
control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as
same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified
by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without
reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following
each year during the Term hereof(the "Due Date"),all PILOTS provided for hereunder and invoiced by the CITY in
accordance with Section 3.06 above,without discount for early payment,but subject to Section 3.04.Notwithstanding,
if the CITY sends a late invoice (after January Ist), then the COMPANY will pay the CITY within 30 days after
receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTS
hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation,including,
but not limited to,laws relating to rendition,assessment,equalization and appeal.Any invoiced amounts that are not
paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at
12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Section 3.08 Filing of Industrial District Agreement.After execution,the CITY will file this Agreement with the
applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file-stamped copy to the
COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of
such filing.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due
to the CITY hereunder or if the COMPANY fails to perform any other material obligation incumbent upon the
COMPANY to be performed hereunder or revokes any provision of this Agreement or attachment hereto,and if such
default is not fully corrected within 60 days (or such longer period to the extent required by Section 4.04) after the
CITY gives written notice of said default to the COMPANY, the City shall have the option to either(1) accept the
COMPANY's Petition for Annexation and Agreement for Provision of Municipal Services and commence
annexation proceedings,in accordance with Section 10.07 below,and sue to recover all damages; or(2)continue this
Agreement for its Term and collect the payments required hereunder.A failure to perform pursuant to this Agreement
will not be considered "material" if such failure to perform does not affect reporting, payment, annexation, or
enforceability of any provision of this Agreement. Nonetheless, a COMPANY violation or failure to perform this
Agreement,regardless of materiality shall entitle the City to declare this Agreement in default and commence ordinary
annexation proceedings.
Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements and personal
property which may,in the event of default in payment of any sum due hereunder that is not cured in accordance with
Section 4.04 below,be enforced by CITY in the same manner as provided by law and for the collection of delinquent
ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and
Improvements and personal property which may be foreclosed in the event of such uncured default (1)judicially or
(2) extra judicially in the same manner as a deed of trust under the Texas Property Code, and for that purpose may
appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance
annexing any of the Land(except with reference to any annexation provided for herein),the COMPANY shall provide
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 7
written Notice of Default(clearly labeled as such)to the CITY and CCOMPANY shall be entitled to enjoin the CITY
from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance
adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the
COMPANY elects to pursue this remedy,then so long as the CITY specifically performs its obligations hereunder,
under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this
Agreement.
Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give the COMPANY written
Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured.Thereafter,the COMPANY will be afforded 60 days within which to cure
the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a
Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after
CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days
not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and
does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the
COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement.
Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is
in default in any provision of this Agreement,the failure on the part of the CITY to promptly avail itself of the rights
and remedies that the CITY may have,will not be considered a waiver on the part of the CITY; provided that if the
CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies
or elect to terminate this Agreement on account of such default,then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the
failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may
have,will not be considered a waiver on the part of the COMPANY;provided that if the COMPANY within 4 years
from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this
Agreement on account of such default,then such default is deemed waived.
Section 4.07 Limitation of Liability.To the fullest extent permitted by law,and not withstanding any other provision
of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or
indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to
limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid PILOT,late penalties and
interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees.
Article 5
Section 5.01 Description of Property.The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as
Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section
3.01 which becomes included in the Land,COMPANY agrees to provide to CITY a listing of Geographic ID numbers
as available from the applicable CAD or its successor.
Article 6
Section 6.01 Annexation BY Another Entity.If any attempt to annex any of the Land owned,used,occupied,leased,
rented or possessed by COMPANY,is made by another municipality,or if the incorporation of any new municipality
should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent
injunction against the annexation or incorporation,with the cooperation of the COMPANY, and shall take any other
C:AUsers\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 8
legal action necessary or advisable under the circumstances.The cost of the legal action shall be borne equally by the
Parties;provided,however,the fees of any special legal counsel shall be paid by the Party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction
enjoining the attempted annexation or incorporation described in Section 6.01 above,the COMPANY shall have the
option of(1)terminating this Agreement,effective as of the date of the annexation or incorporation into the CITY,or
(2) continuing to make the PILOTS required hereunder. This option shall be exercised within 30 days after the
application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall
place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-
bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent
injunction and/or upholding the annexation or incorporation,or a final settlement or other final disposition of
the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be refunded to the COMPANY;or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent
injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition
of the controversy allows or upholds the annexation or incorporation,then all of such payments and accrued
interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity,then
the COMPANY shall within 90 days give notice to the CITY of said sale,and this Agreement shall continue in effect
as to all Land and/or Improvements sold.If the COMPANY leases all or a portion of the Land or Improvements to an
entity that will be responsible for payment hereunder,the COMPANY shall within 90 days give notice to the CITY
of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased.
Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or
Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with
the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee
assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or
Improvements.The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up-
to-date and said agreement provides for execution of documents required by the CITY to ensure the continued
enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the
COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required
payments after assuming such responsibility,the COMPANY may,after notice in accordance with Section 4.04,either
make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below.
Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for
Annexation and Agreement for Provision of Municipal Services,in substantially the same form as the one attached
as Exhibit C,signed by the buyer before the CITY will consent to the assignment.
Section 7.03 Covenant Running with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS
RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE
REAL PROPERTY RECORDS OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS,
AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS
AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE
FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 9
SAME RIGHT TO INVOKE AND ENFORCE,THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL
SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the
COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates
and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns,or in any
other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements
herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension
thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the
benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all
provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for
Annexation and Agreement for Provision of Municipal Services.Failure of any owner of the Land to execute this
agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will
constitute a default.
Article 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area.The COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Section 9.02 Water Procurement.The COMPANY acknowledges that the CITY provides a regional water system
that is critical to the well-being and economic growth of the entire area and that it is important for each customer to
continue to use the system as its principal source of water. The COMPANY agrees to provide six months written
notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the
CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of
water, subject to any obligations that that might apply to the CITY pursuant to state law.
Article 10
Section 10.01 Severabilitv. In the event any word,phrase,clause, sentence,paragraph, section, article or other part
of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by
any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application,
illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other
part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and
the validity of the remaining parts of this Agreement shall not be affected thereby.
Section 10.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated
herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be
amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.
Section 10.03 Notices.Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to
which it refers, "INDUSTRIAL DISTRICT AGREEMENT NO.«ID»".Each Party must notify the other Party of
any change of address in writing.
C:AUsers\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 10
To the CITY: City of Corpus Christi-City Manager
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
With copies to City of Corpus Christi Director of Finance
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3105
City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
If to COMPANY: Mr.Edward A.Martin,Vice-President
Basic Equipment Company
Corpus Christi,Texas 78469
361-693-2100
With copies to: Basic Equipment Company
Mr. Charles A.Vanneman
Legal Counsel
POBox 4858
Corpus Christi,TX 78469
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in
Nueces County,Texas.
Section 10.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 10.06 Authority; Construction.By acceptance of this Agreement and/or benefits conferred hereunder,each
parry represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter
into this Agreement and to obligate and bind such party to all of the terms,covenants and conditions contained herein.
The headings contained in this Agreement are for reference purposes only,are not to be considered a part hereof,and
shall not affect in any way the meaning or interpretation of this Agreement.Unless the context otherwise requires: (i)
the word "including" shall mean "including, but not limited to," (ii) words used in the singular shall also denote the
plural,and words used in the plural shall also denote the singular,and(iii)references to the terms"Article,""Section,"
"clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified.
Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to
timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in
furtherance thereof in the event of such a failure,a voluntary Petition for Annexation and Agreement for Provision
of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by
the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in
accordance with this Agreement.
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 11
Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the
Property in the event that, during the Term of this Agreement,a bill is approved by the Texas Legislature that will,in
the sole but reasonable and continuing opinion of the CITY,result in a prohibition of annexation of all or part of the
Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal
Services pursuant to this section,the City may pursue such other annexation actions related to the Land as appropriate
to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill
approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380
Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement,in the form
attached as Exhibit F. In the event of such legislation, the Parties will consider alternative legal arrangements that
would preserve the Parties' rights and authority that would not require full annexation.
The preceding�paragraph applies to any of the COMPANY's successors,assigns,or Affiliates provided for in Section
8.01,regardless of ownership or other interest in Land subject to this Agreement,including the provisions related to
the 380 Agreement.
If the Land is annexed,this Agreement will terminate automatically upon payment of the final PILOT payment due
under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that
accrued prior to the date of annexation under this Agreement,and the CITY may pursue all remedies in law and equity
to collect such past due PILOT payments.Nonetheless,no PILOT will be due for any year for which the COMPANY
is subject to taxation due to annexation.
This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government
Code § 212.172. The Parties agree that the following disclosure is sufficient for purposes of Section 212.172 (b-1)of
the Texas Local Government Code:
THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO
OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO
ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS
LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER
SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COMPANY
PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY,
THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY
WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS
ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION
AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A
PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION
BY PETITION.
THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN
ANNEXATION,ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER
ARTICLE 4.
Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas, no
subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's
ability to annex the Land covered herein pursuant to the terms of this Agreement.
fa-ver-able to the la-ndev�%ef4fflfl ifl-this AgFeement, C;044AA4,A� and its sueeesser-s and assigns shall nel have
the right to either- teFmina4e this Agfeemeal or- amend this Agr-eeffient �o eentain the more ftwer-able in liett of twE
Seetion 10.091%4ost Favored Nations,. if CITY enters inle a new lndusti4a4 Pistr-iet Agr-eement,or-a wnewa4 of any
C:AUsersAufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 12
Exhibits:
Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Exhibit B Form of Sworn Schedule of Values
Exhibit C Petition for Annexation &Agreement for Provision of Municipal Services —to be executed at
time of signatures to Agreement by all Land owners
Exhibit D Form of Property Supplement
Exhibit E Standard Industrial District Annexation 380 Agreement
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCa 141 ACC9CAC(PBCL(v 141 ACC9C.docx 13
EXECUTED this day of 2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: «LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «LO_Signatory_Title» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 14
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Name:
Title: 40 Signatory_Title» Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«IO_Signatory»,
as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type>>,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: <L Signatory» Naine:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by«L_Signatory»,
as the «L_Signatory_Title>>of«L Name>>,a«L_Entity_State» «L_Entity_Type»,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 15
Exhibit A
Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Depictions of Land subject to this Agreement
Nueces County Appraisal District Exhibit A Industrial District Agreement#7B
Geographic IDs and Legal Descriptions Basic Equipment Company
���M M��Legal Descriptions
3695-0003-0010 78 Outside land INTERSTATE INDL COMPLEX LT 1 BK 3
C:AUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\@BCL@I41ACC9CAtil CL@I41ACC9C.docx 16
Exhibit B Form of Sworn Schedule of Values for Industrial District Agreement No.
As of 1/1/
Due 8/31/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Geographic Description Earliest Date that CAD Market Did CAD declare COMPANY Prior year Did CAD declare
ID# Property was first Value property exempt valuation in CAD prior year property
placed in use or from taxation lawsuit filed Market exempt from
affixed to the Land pursuant to Texas by value taxation pursuant to
if Property is an Property Code COMPANY Texas Property
Iniprovement 11.317 Code 11.31
Total
I a duly authorized official of the above COMPANY, do swear that the
inforination provided is accurate and within my knowledge.
Signature Date
Name & Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 17
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Christi,Texas:
The undersigned Landowner(s)of the hereinafter described tract of Land,which is without residents,request the City
Council of the City of Corpus Christi,Texas,to extend the present city limits of the City of Corpus Christi,Texas,to
include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District
Agreement to which this document is attached,and the document description herein is considered incorporated herein.
We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under
Subchapter E of that chapter as it may be amended.
Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned
Landowner(s). This Petition for Annexation of the above-described tract of land is intended to be signed and duly
acknowledged by each and every owner of said Land.
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory», as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 18
Exhibit C
Agreement for Provision of Municipal Services
This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government
Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"'), and
("Landowner").
WHEREAS, the Landowner has requested that the City consider annexation of the territory described in
Exhibit A of the Industrial District Agreement to which this document is attached situated in
County,Texas,which is hereinafter described as the "Land";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local
Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into
between the City and Landowner of the Subject Property prior to annexation;
WHEREAS,the City Council of the City of Corpus Christi,Texas,finds and determines that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation
area than were in existence in the annexation area at the time immediately preceding the
annexation process, and
• this Agreement for Provision of Municipal Services will provide the Land with a level of service,
infrastructure, and infrastructure maintenance that is comparable to the level of service,
infrastructure, and infrastructure maintenance available in other parts of the municipality with
topography, land use, and population density similar to those reasonably contemplated or
projected in the area; and
• all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas
Local Government Code Chapter 43 to annex the Land into the CITY.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the CITY and the
Landowner(s) agree as follows:
Section 1.Recitals.The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true
and correct and are hereby adopted by the Parties and made a part hereof for all purposes.
Section 2.Services to be Provided.The following service list represents the provision of services agreed to between
the landowner of the Property and the City establishing a program under which the City will provide municipal
services to the Subject Property as required by Texas Local Government Code §43.0672,which will be provided at
a level consistent with services levels provided to other similarly situated areas within the City.
• Police Protection: The Corpus Christi Police Department will provide police protection at the same
level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar
topography, land use, and population density.
• Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380
Agreement(if applicable) attached to the Industrial District Agreement to which this document is
attached, the Corpus Christi Fire Department will provide fire protection and suppression at the same level
of service now being provided to other areas of the City of Corpus Christi, Texas,with similar topography,
land use,and population density.
• Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical
services at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,
with similar topography,land use, and population density.
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 19
• Solid Waste Collection: Solid waste collection and services will be provided at the same level of service
now being provided to other areas of the City of Corpus Christi, Texas,with similar topography, land use,
and population density.
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area
of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in
accordance with the Corpus Christi Code of Ordinances,Corpus Christi Unified Development Code,Utility
Department Policies, and engineering standards at the same level of service now being provided to other
areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density,
provided the service is not currently served by another utility through existing facilities located within or
adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the
proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may
be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi
unless the facilities are dedicated to and accepted by the City of Corpus Christi.The current water line mains
at their existing locations shall be available for point of use extension based upon the current City's standard
water extension policies now existing or as may be amended. On-site sewage facilities will be allowed
contingent upon the property owner meeting all city, county, state and federal requirements.
• Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied
pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached
to the Industrial District Agreement to which this document is attached,The City will maintain public
streets, including road and street lighting, within the annexed area at the same level of service now being
provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and
population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-
of-way, roadway, or utility company easement shall be maintained by the applicable utility company
servicing the City of Corpus Christi,Texas,pursuant to the rules,regulations, and fees of the utility.
• Operation and Maintenance of Parks,Playgrounds and Swimming Pools: Currently,there are no public
recreational facilities in the annexation area,including parks,playgrounds,or swimming pools.
• Operation and Maintenance of any other Publicly-Owned Facility,Building, or Service: Currently,no
other publicly owned facilities, buildings, or services are identified in the annexation area. If the City
acquires any such facilities,buildings,or services within the annexation area,an appropriate City department
will provide maintenance services.
Section 3. Schedule of Services.In accordance with Texas Local Government Code § 43.0672(c),no other services
are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local
Government Code § 43.0672(b)is not applicable as all services identified herein will be provided upon the effective
date of annexation.
Section 4.Level of Service.Nothing in this Service Agreement shall require the City to provide a uniform level of
full municipal services to each area of the City,including the annexed areas,if different characteristics of topography,
land use,and population density are considered a sufficient basis for providing different levels of service.
Section 5.Term.The term of this Service Agreement is 10 years from the date the annexation is effective.
Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local
Government Code Chapter 245.
Section 7.Legal Construction.No subsequent change in the law regarding annexation shall affect the enforceability
of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable
provision will not affect any other provision hereof, and this Service Agreement will be construed as if the
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 20
unenforceable provision had never been a part of the Agreement. Whenever the context requires, the singular will
include the plural and neuter include the masculine or feminine gender,and vice versa.
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas.
This Service Agreement shall be construed under and in accordance with the laws of the State of Texas.
Section 9.Authority.This Service Agreement binds and inures to the benefit of the CITY,LANDOWNER,and their
successors and assigns.Each party further warrants that each signatory to this Service Agreement is legally authorized
to bind the respective individual or entity for the purpose established herein.
EXECUTED,this the day of ,2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024, by
Assistant City Manager of the City of Corpus Christi, a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: <<LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «LO_Signatory_Title» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 21
Exhibit D
Form of Property Supplement to Industrial District Agreement No.
This Supplement to Industrial District Agreement No. (this "Supplement") between CITY OF CORPUS
CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the
"CITY,"and«LO Name», a«LO Entity_State» «LO_Entity_Type», Landowner,«IO_Name»,a«IO_Entity_State»
«IO Entity_Type»,Improvements Owner,and«L Name»,a«L Entity_State»«L Entity_Type»Lessee,hereinafter
collectively called the "COMPANY," is executed on the dates of execution of this Supplement as set forth
immediately above the respective signatures of the CITY and the COMPANY below, but this Supplement shall be
effective on the date on which the land described in the attached Description of Additional Land attached hereto
was acquired by the COMPANY (the Supplement Effective Date").
WHEREAS,reference is hereby made to Industrial District Agreement No. (the same,as heretofore amended
and as heretofore supplemented,is herein called the"Industrial District Agreement")entered into on
2024,by and between the COMPANY and the CITY; and
WHEREAS,the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the
Description of Additional Land attached hereto which is located within an Industrial District,and,the COMPANY
has provided the CITY with a revised Exhibit A- Geographic ID's & CAD Type & Legal Descriptions of Land
subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic
ID number of such acquired land and any Improvements thereon.
WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the
COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the
terms and provisions of the Industrial District Agreement.
NOW,THEREFORE,for and in consideration of the covenants and agreements contained herein and in the Industrial
District Agreement,the CITY and the COMPANY hereby agree that the land described on the attached Description
of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District
Agreement No. and all of its exhibits effective as of the Supplement Effective Date. Each party hereto
represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into
this Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all
of the terms,covenants and conditions contained in all of those documents.
ENTERED into this day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation, on behalf of said corporation.
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 22
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
«LO Signatory)) Name: Name
Title: «LO_Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 ,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name»,a«LO_Entity_State»«LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,20 .
(seal)
Notary Public
IMPROVEMENTS OWNER ATTEST
«IO_Name»
By:
Name: Name: JO_Signatory»
Title: Title: «IO_Signatory_Title»
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 by
«IO_Signatory», as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type»,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D., 20.
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 23
Exhibit E
Standard Industrial District Annexation 380 Agreement
This Agreement ("Agreement") is made and entered into as of ,
(the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and <<LO Name», a
<<LO Entity_State» <<LO Entity_Type», Landowner,«IO_Name», a «IO_Entity_State» «IO Entity_Type»,
Improvements Owner, and <<L Name», a<<L Entity_State» <<L Entity_Type» Lessee,hereinafter collectively called
the "COMPANY."pursuant to Chapter 380 of the Texas Local Government Code.
WHEREAS,the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY
limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial
district agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article III, Section 52-
a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under
which the CITY has the authority to make loans or grants of public funds for the purposes of promoting
local economic development and stimulating business and commercial activity within the CITY; and
WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic
development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the
CITY's established economic development program, and, further, is in the best interests of the CITY and
COMPANY; and
WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment
in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy,
reduction of unemployment and underemployment through the retention of existing jobs and the production of
new jobs, and the attraction of new businesses; and as described in this Agreement; and
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other
law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the
public purposes of developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the state; and
WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a
manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the
COMPANY has agreed to comply with certain conditions for receiving those benefits, and
WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained,CITY and the COMPANY contract and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. The following terms have the following meanings:
a. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 24
b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value
of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the
COMPANY's notification thereof to the CITY.
c. Business Personal Property. Taxable tangible personal property, including inventories, located on the
Land.
d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San
Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements
located within the boundaries of such appraisal district.
e. Calendar Year. A period of time beginning January I and ending December 31 in a numbered year.
f. Existing Improvements. Improvements other than New Improvements.
g. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the Industrial District Agreement to which this document is attached.
i. Market Value.As determined and defined by the applicable CAD.
j. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement.
k. Non-Appeal Rebate Date.April I following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxes for an unappealed CAD Geographic ID,whichever is later
1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
m. D »Ρer-�., The iris,-,.yemea�s and personal r ei4y as dese,-ibe her-eill.
Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may
continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use:
a. CITY and COMPANY agree that Sec. 43.002,Tex. Loc. Govt. Code ("Sec. 43.002)provides that CITY may
not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the
date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY
and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation
for uses that fall within the Heavy Industrial(IH) zoning district under the Corpus Christi City Code. CITY
will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the
Land,without zoning fees being assessed to COMPANY,to be zoned IH(or such other zoning district that
permits COMPANY's industrial activities),without the need for any additional CITY permits.
b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to
use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without
the necessity for additional licenses,certificates,permits,approvals,or other forms of authorization,including
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 25
but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board,
commission, or other entity proposes or requests any permits or other authorizations be required as a result
of annexation into the City limits,the CITY agrees to support, and if requested,request the issuance of such
permits or other authorizations.
c. CITY stipulates that,during the term of this Agreement and as a provision of this Agreement, the entirety of
the Land will be treated as"IH"(Heavy Industrial)or equivalent zoning district for purposes of Corpus Christi
City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of
the necessity of obtaining building permits and compliance with the Technical Construction Codes of the
CITY.
d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and
stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section
1.02:
Section 105.1.4 Building Permit Exemptions:
(a)Definitions. For the purposes of this section:
State or Federal Facility means a facility owned or managed by the State of Texas or the federal
government.
Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort,
test,and treat raw materials and other processed materials into finished or intermediate products and
to store equipment or materials used by that industrial facility.
Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in
connection with ranching or agricultural use, excluding structures used for residential, commercial,
or industrial purposes.
(b)Exemption.A State or Federal Facility,Industrial Facility,or Agricultural Facility may claim an
exemption from the City's requirement for technical construction code permits if all connections
between the aforesaid facility and the city water system are equipped with a backflow prevention
device or air gap.
(c)An Industrial Facility can only claim the technical construction code permit exemption if.
Lthe facility or industrial processing unit is inaccessible to the general public;
2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres;
3.the facility or structure is not within 150 feet from the I-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a licensed professional engineer's observation
and direct supervision. The licensed professional engineer will certify that all
improvements meet the intent or spirit of the City's technical construction codes and life
safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
installations connected to the city water system to the point of the valves or safety devices to ensure
the connection to a backflow prevention device or air gap.
(e) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the
required technical construction code permits and does not install backflow prevention devices or air
gaps at all connections to the city water system authorizes the City to refuse to connect or the City
to disconnect the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or
timely provide test results or maintain the required backflow prevention device in good operating
condition authorizes the City to refuse to connect or the City to disconnect the connection from the
city water supply system.
e. Prior to annexation,none of the Land was subject to CITY ordinances;therefore,it is the intent of the Parties
that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial
operations of COMPANY.Accordingly,the following provisions of the Corpus Christi City Code and other
rules and policies of CITY will not apply to the Land:
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 26
(1)Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be
issued by CITY,other than:
(a) Section 105.1.4 of Section 14-231 of the City Code,except as modified in this section,and
(b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or
renumbered.
(2) Any ordinances,rules,policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural
Code,Finance Code,Insurance Code,Labor Code,Natural Resources Code, and Occupations Code.
(3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37
right-of-way may be modified administratively for good cause upon application to the CITY Director of
Development Services(or the successor to that position.)
(4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed
professional engineer shall not be applicable to construction, assembly, disassembly, reassembly,
modification, alteration, or improvement of the facility or unit provided that COMPANY represents in
writing to the CITY Director of Development Services(or the successor to that position)that COMPANY
conducts its operations in accordance with currently applicable industry standards and codes. This
provision does not require COMPANY to make any written representation to CITY about its maintenance
and operations(such as assembly,disassembly,modification,or alteration)that would not otherwise fall
within CITY technical construction codes.
(5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will
review the COMPANY's proposed use of an alternative backflow prevention method and determine
whether that proposed method provides the same or greater level of reliability,effectiveness,and ease of
verifiability at or near the City's water-connection location as a reduced pressure backflow preventer
(assembly).After such review and determination,CITY and COMPANY will jointly approach the Texas
Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative
backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention
method,then the CITY will allow the use of said proposed alternative backflow prevention method unless
the CITY determines that said proposed alternative backflow prevention method will not provide the
same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by
COMPANY,CITY shall provide such determination in writing by a licensed professional engineer with
expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY
does not respond within 60 days of such written COMPANY request, then the request for use of said
jointly-proposed,TCEQ-approved alternative backflow prevention method will be deemed approved.
Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall
have no obligation to extend to the Land any utilities or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY
agrees and stipulates that the annexation is valid,and the COMPANY has no right to challenge the annexation of the
Land by the CITY.
2. Term
Section 2.01 Term.This Agreement shall be effective upon annexation of the Land and continue until December 31,
2039,unless terminated as herein provided or extended for additional period or periods of time upon mutual consent
of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 27
after December 31, 2034, then the CITY will consider extending the termination date of this agreement for a period
of up to 5 years.
3. Chapter-380 Rebates of City Ad A'alor-em Taxes Paid hy Compan
3. Left blank
Seetion 3.01 Rebate of Ad Valer-em Taxes. Eaeh�eaf dw4tig the teff+i hefeef-,the CITY shall r-ebate a pei4ieti of ad
CITY in the fellowifig afflotffits:
a. The "Reimbtffsable Twi Ametmt" is the ad valor-em twies paid by the GOMPAN); to the aeeetffit of the
finally weeived ffem GOMPANY en Existing improvements owned by GOMPANY on the
finally r-eeeived fFem GOMPANY on New improvements &A,ned by GOMPANY on the Land.
finally r-eeeived fFam GOMPANY on Business Personal Property owned by GOMPANY on
.>aaaa lma+id.
fitads and held for- the beaefit of the GOMPANY and GITY for- the pttr-pese of paying the GITY
COMPANY,A NY hefeiiiaiter laiewii as+he "ReHibttfseffieii�Aeee
b� the Nati Appeal Rebate Pate fellewiiig GOMPANY's eei4ifiea+ieii ef stteh iie appeal stattis fef
la the event of an appeal, the GITY will r-ebate the r-eimbttr-sable twies to the GOMPANY by the
Appeal Rebate Date.
in the Reimbttr-semeat Aeeettat may be ttsed to pay wiy debts of GOMPANY owed to CITY as a
r-esttk of defattit of any obligations owed by GOMPANY to CITY, and setoff is attthor-ized for-that
The GITY will be the owner- of the Reimbttr-semeat Aeeettat and inter-est paid on the
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCa 141 ACC9CAC(PBCL(v 141 ACC9C.docx 28
■
• ♦ ♦ Y.
♦ I W,11111111 ♦11
11011111"0'.M.
■ ■
• i
wail-a
■
•
1 • i
♦ ■
•,
Nil
• i
I'm SIM WIN
•��
Article 4.Default and Cessation of Operations
Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial
compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this
Agreement,the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ
of mandamus to perform obligations under this Agreement.
Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in
substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such
default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure,
the CITY may terminate this Agreement and CITY's obligation to pay any funds to COMPANY under this
Agreement will terminate.
Section 4.03 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by either party of any of the terms or conditions of this Agreement,the non-defaulting party shall give the other party
written notice specifying the nature of the alleged default, and manner in which the alleged default may be
satisfactorily cured.Thereafter,the allegedly defaulting party will be afforded 60 days within which to cure the alleged
default.
Section 4.04 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.05 Limitation of Liability.In no event will either party be liable to the other party hereunder for punitive,
exemplary,or indirect damages,lost profits or business interruptions damages.
Article 5.Description of Applicable Property
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of
Geographic ID numbers,as available from the applicable CAD,for property located on the Land,to be attached hereto
and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this
document is attached and supplements thereto,to the extent such Land has been annexed into the territorial limits of
the City.
rebates of ad valer-efn twies paid to the CITY.
Article 6.Transfer of Land or Property to another Entity,Adding or Removing Affiliates,and Remitting Taxes
Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any
entity,the COMPANY shall within 90 days give notice to the CITY of said sale or lease.
Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with
the prior,written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY
to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all
obligations to the CITY,then the CITY will not unreasonably withhold permission for assignment or execution of a
new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned.
Section 6.03 No Third-Party Beneficiaries,Setoff.Except as specifically assigned with permission of the CITY,no
entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement.
Further,the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the
COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement
C:AUsers\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 30
Account may be transferred to the CITY in satisfaction of any debts to the CITY.In the event that COMPANY ceases
to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then
amounts in the Reimbursement Account will inure to the CITY.Amounts in the Reimbursement Account will not be
assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or
amounts otherwise owed or payable by CITY to COMPANY.
Section 6.04 Adding Affiliates to Agreement.Affiliates who own property in the area of the Land may be added or
removed for purposes of this Agreement . Any Affiliates added will need to agree to be
governed by the terms of this agreement.The parties to this Agreement intend to prepare standardized forms to enable
Affiliates to be added or removed efficiently.
Article 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Article 8.Miscellaneous Provisions
Section 8.01 Severability.In the event any word,phrase,clause, sentence,paragraph,section,article or other part of
this Agreement or the application thereof to any person,firm,corporation or circumstances shall ever be held by any
court of competent jurisdiction to be illegal,invalid or unconstitutional for any reason,then the application,invalidity
or unconstitutionality of the word,phrase,clause,sentence,paragraph,section,article or other part of this Agreement
shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the
remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written
instrument signed by all of the parties hereto.
Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below.The COMPANY must notify the CITY of any change of address in
writing.Notices by a party to the other party hereto,shall be mailed or delivered as follows:
If to CITY: City Manager
City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
Fax:361-826-3845
With copies to: City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to COMPANY: «LO Name»
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 31
«LO Notice Address»
«LO_Notice_City»
Phone: «LO Notice Phone»
Fax: «LO Notice Fax»
With copies to: «IO Name»
«IO Notice Address»
«IO Notice_City>>
Phone: «IO Notice Phone»
Fax: «IO Notice Fax»
and «L Name»,
«L Notice Address»
«L Notice_City>>
Phone: «L Notice Phone»
Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, and the sole legal venue for construction of this agreement will be in a court in Nueces
County,Texas.
Section 8.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 8.06 Authority.By acceptance of this Agreement and/or benefits conferred hereunder,each party represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The
CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to
COMPANY pursuant to Articles 3 or 4 of this Agreement.
Article 9. Chapter-380 Rebates of City Sal., Use Taxes Paid b f`....,p anj7,
Left blank.
Seetion 9.01 Rebate of City Sales/Use Taxes. Eaeh year-dw4ag �he tefm her-eef,� 4ie CITY shall wbale a pet4ion E)
maintenanee,or-for-any other-use 4iat is limited by state law.
b. For- eaek ealeiidaf yeaf sttbjeel to this Seetieti 9.01, the CITY will er-ea4e a "Reimbtir-sement Sales,'Use
Tax Aeeettal" to be segr-ega4ed fFefn other- CITY funds and held for-the benefit of the COMPANY a-Rd
CITY for- the piir-pese E)f paying the r-eba4e of the Reimbiir-sable Sales/Use Tax Afnetmt 1E) the
C:AUsers\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 32
aeeettat, hefoina4efknow as the "Reimbufsemeat Sales/Use Aeee
off-set any debts of COMPANY owed to CITY as a festtit of defattit of any obli
COMPANY to CITY ttodef this Agfeement. Any intefest aeef+tiflg On �hipe -R-e-imbia-r-sefReat Sales/
fl. The CITY will be the owfief of the Reimbttfsemefit Sales/Use TwE Aeeottat and ifitefest paid on the
COMPANY shall tefmiaa+e the COMPANY's fights, if any, to the Afads in the Reimbttfsement
to tlzrre CITY, of Payment of sale ispe *_ccires-Aen tccr kable tfansaetions on the Land.
a
paid by the COMPANY femitted to the CITY pttfstta-at to Texas TwE Gode 3-21.101 that afe feba4able ttfide
this A, nt
Section 9.02 Company Sehedule of Value. On of befefe Febf+tafy -28 fellowing eaeh ealeadaf yeaf of this
Agfeement, the COMPANY shall pfevide to the CITY a Swom Sekedttle of Sales,LUse Tax Paid by COMPANY fef
Company. This Sehedttle shall doettffietit the salesAttse ta�E -paid by COMPANY off all t&Eable t+aiisaetiotis eti the
aeeetmts sttbjeet to this Agfeeffiefft, whethef paid by COMPANY of a+i Affilia4e. The COMPANY hefe eensetits to
the !'',)wpt- lle
Seetion 9.03 Caletilation of Amount Due.Alithiff 30 days af4ef feEtttest by the COMPANY, fellowiiig GOMPAN3�'s
pfe,vide a r-epeA to the COMPANY identifying t4e felevatit aeeottat a+id speeif�iag the amotttit then held in the
Section 9.04 Audits. SalesAHse twk is attdited per-iodieally by the Comptfoller, The attdit period is of4en mttitiple years
liabilitt4he feifflbtff-SefRefIt fFOM CITY to COMPANY tmder-this Agreement will be handled in the same
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCa 141 ACC9CAC(PBCL(v 141 ACC9C.doex 33
QTY. Within 90 days of weeipt of a sa4es/use twi refund, the GOMAA4A� must pr-e:vide to QTY a
to CITY.
IN WITNESS WHEREOF,the Parties hereto have caused this instrument to be duly executed as of the
day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 34
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Naine:
Title: <d0 Signatory_Title>> Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«IO_Signatory>>,as the «IO_Signatory_Title>>of«IO Name>>,a«IO_Entity_State>> «IO_Entity_Type>>,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D.,2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: <L Signatory» Name:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«L_Signatory»,as the «L_Signatory_Title>>of«L Name>>,a«L Entity_State» «L Entity_Type>>,on behalf of said
corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:AUsers\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@141ACC9CA BCL@141ACC9C.docx 35
Exhibit to 380 Agr-eemen4
Cie Case assumptions F*yMeHtsiRefu DepositsiRebates
G� G�
No Appeal-
COMPANY NY tifnel. pays inn twE payment e $25 cn into RA,then rebated by
e COMPANY tifitimely pa-ys and 0 $115 twE Payment e Q5.50 into RA, then r-eba4ed by
Reba4e -c coi
Appeal Filed
_ lti ti l $l nn itite RA
Appeal ettts vaitte by 0
n $cn released to CITY
COMPANY n NY timely p s fill bill e $inn initial ..�payment e 7v t;.,1 $25 cn into RA
Appeal l eats.mite by 50 e Post Appeal: $cn r-efttfid a Post Appeal: $l- 7c eba4e,a I- ri.
Reba4e
by QT-)Lr-emaining Q t 7 '7c released to CITY
_ loit .,1 $l nn iffte RA
_ I ff ti l $l 00 iffte R
e GOMPAN3� tiffiely p&ys. additional twE pat,fnetit md POO rebated by Appeal Reba4e
additional bill Date-
_ Reb a 100
_ hii6..l $l nn iffte RA
GOMPAN)L ttti6ffiely pays. additional twE paymeat md WOO rebated by Appeal Reba4-e-
additional bill and inetifs
Cnran n rTY ti-mely p s f„ll l.;ll e $inn initial ..�p r. e Tv t;.,1 $25 cn into RA
• VaItte ; s 100 e Post Appeal: $inn e Post Appeal: $25 cn added to RA
• COMPANY timely pa-ys add4iotial t&i pa-yffiefft a+id $51 febated by Appeal Rebate
_ Preb , 2 c c o i
_ I-ait l $cn into RA
e Post Appeali-tie
Appeal ettts vaitte by o rt4e f t a RA by Appeal l Reba4e Da4ee
_ n )a e 1004
CAUsers\ufc-prodAppDataALocal\Temp\BCL Teclmolo-aies\easyPDF S\a BCL�A141AMCA a BCL a 141ACC9C.docx 36
initial e l- 7 G rote RA
e Post Appe
Reba4e Reb
e COMPANY tifnely fair-pays bill at e $50 initial ta�k payment e initial P-2.75 into RA
i$04 - Post Appeal: e35 _ Post Appeal: eti 37c added to RA
• Appeal etits y l„e by 25oi
elnr
4Zeba4e 25 coi
• Appeal e its v mite by 75 isstted by A/i a+id ftmded Appeal Reba4ca&4eremmi—ing
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCa 141 ACC9CAC(PBCL(v 141 ACC9C.docx 37
Exhibit to 380 Agr-eemen4
Form of Sworn Sehedule of Snlesil4se Tax Paid by Compan
zT--'ifnef-imie-: !,/tirvugh 1-2/31
r rtaet Name:
Telepheffei
Aar
atyPbrtion Fbturn
Account/ Invoice Taxable Sales/Use Wund Period
Tax Payer I D' Date Pai d Vendor Number Base Tax Rate Tax Pai d F;bquested F I ed*
Total
* VV I I appl y to taxpayers payi ng and fi I i ng sal es/use tax
For-sales t&i paid dir-eefly �a wiider-s, a eepy of the ieiider- itweiee detailiiig sales taii paid aleiig with �he sehedttle
above will be pr-evided.
Fef: dir-eet pay pei:ffiit holders, a4taeh a eepy of efteh SEEWS,LHse tali filing with the State aleiig with eeffiple6iig the
sehedttle abolve for-eaeh individttal sales,�dse twE filing. Additional detail by vender-will be pr-evided if r-eqttested b�7
provided is aeetwa4e and within my kne dge.
signatwe �
(Se l4
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCa 141 ACC9CAC(PBCL(v 141 ACC9C.docx 38
INDUSTRIAL DISTRICT AGREEMENT NO. «ID»
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OF CORPUS CHRISTI §
This Industrial District Agreement ("Agreement") is made and entered into under the authority of Section 42.044 of
the Texas Local Government Code,by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Bootstrap Energy LLC, Land
and Improvements Owner, hereinafter collectively called the "COMPANY." The CITY and the COMPANY are
hereinafter sometimes referred to individually as a"Party"and collectively as the "Parties."
WHEREAS,it is the established policy of the City Council of the City of Corpus Christi,Texas,to adopt reasonable
measures permitted by law that 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 reaffirmed
and adopted by this City Council as being in the best interest of the CITY and its citizens; and
WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the
Extraterritorial Jurisdiction(ETJ)of the CITY; and
WHEREAS,under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has
enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating
its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the
specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development
Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such
areas "Industrial District No. 1 and Industrial District No. 2"and Ordinance No. 031797 expanded Industrial District
No. 2; and
WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces
County; and
WHEREAS,Ordinance Nos. 031775,031817,and 033161,as amended,established Corpus Christi Industrial District
Nos. 5, 6, 7, 8,9, 10, and 11 in the CITY's ETJ in San Patricio County; and
WHEREAS, Ordinance No. 032720 provided for disannexing from the City of Corpus Christi, Texas, an
approximately 75.58-acre tract of land and adjusted the boundary of Industrial District No.2 to include the disannexed
tract and authorizing the execution of an Industrial District Agreement with Bootstrap Energy LLC requiring the
payment in lieu of taxes in an amount equal to 100 percent of the ad valorem taxes that would be due if the tract was
in the City limits; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial
Districts"; and
WHEREAS,the CITY desires to encourage the updating, expansion and growth of industries within said Industrial
Districts, and for this purpose,desires to enter into this Agreement with the COMPANY; and
WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY's structures and properties within such Industrial Districts.
WHEREAS,the COMPANY desires to avoid regulation by the CITY of the COMPANY's structures and properties
within such Industrial Districts;
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 1
NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and
under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY
referred to above,the CITY and the COMPANY hereby agree as follows:
Article 1
Section 1.01 Immunity from Annexation.The CITY covenants and agrees that during the term of this Agreement,
and subject to the terms and provisions herein,the Land shall retain its extraterritorial status as an Industrial District,
except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement,the CITY further
covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement.
Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the
COMPANY will not use or permit the use of the Land and/or Improvements and/or personal property covered by this
Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same
industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the
COMPANY or other such parties holding such similarly situated land.Holding the Land and Improvements for future
"industry"use, without using same for non-industry purposes, does not violate this Section 1.02. If the COMPANY
uses, or permits use of, the Land and/or Improvements and/or personal property covered by this Agreement for
purposes not included within the term "industry" as defined above, then the PILOT to be paid by the COMPANY
under this Agreement shall be increased to an amount equal to 100%of the amount of ad valorem taxes on Land and
Improvements, and personal property sited on the Land, that would otherwise be payable to the CITY by the
COMPANY if said Improvements and personal property were situated on land within the CITY limits of the CITY.
The increase shall be immediately effective for all payments from the inception of this Agreement, and the
COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non-
industry use,subject to the notice and opportunity to cure provided for in Section 4.04,an amount equal to said 100%
of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to
the CITY under this Agreement,plus penalties and interest as if the amounts were delinquent taxes. The CITY shall
be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition,the CITY
shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent
jurisdiction,upon the court's determination that the use is not an"industry"use,requiring that the use be permanently
discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY
shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements and personal
property.
Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails
to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said
defaulting company is not contiguous with the CITY's boundary,the COMPANY shall, after the CITY provides the
COMPANY with 60 days prior written notice of intent to initiate annexation proceeding,permit the CITY to annex a
suitable strip of land out of the COMPANY's Land from the CITY'S boundary to the defaulting company's land to
permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex
property owned by third parties,the CITY will annex the absolute minimum amount of the COMPANY's Land legally
necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the
approval of the COMPANY which approval shall not be unreasonably withheld. The COMPANY and such annexed
Land shall have no right to any CITY services as a result of such annexation;nor shall the CITY extend,by ordinance,
any rules,or regulations to such annexed Land,including,but not limited to,those(a)governing plats and subdivisions
of land,(b)prescribing any building,electrical,plumbing or inspection code or codes,or(c)attempting to exercise in
any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of
Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any
Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for
an annexation corridor no longer exists,including but not limited to the defaulting company entering into an Industrial
District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any
annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 2
steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary
annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03,any of such annexed portion of
Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar
Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any
Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under
Article 3 for such year, and(ii) as an economic development incentive grant under a program authorized by Chapter
380 of the Texas Local Government Code,remit(either as an offset against the amount of payment in lieu of tax owed
to the CITY under this Agreement or as a rebate paid to the COMPANY),within 60 days following the CITY's receipt
of proof of payment of such CITY taxes,the portion of such CITY taxes that is in excess of the PILOT that would
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and
any Improvements and other property located thereon had such annexed portion of Land not been annexed.
Section 1.04 City Services. During the Term hereof,pursuant to this Agreement,the CITY shall have no obligation
to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for
by the COMPANY on the date hereof,or as otherwise stated herein.
Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the
option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof.
Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the
Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not
require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions
thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it
will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances
governing subdivision of land;(2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit
E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those
regulations relating to the delivery of utility services and industrial waste disposal through CITY-owned facilities.
The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow
prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code
as said section exists on the signature date of this Agreement and state law, including any periodic certifications
required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will review the
COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed
method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's
water-connection location as a reduced pressure backflow preventer(assembly).After such review and determination,
CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request
TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly-proposed
alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow
prevention method unless the CITY determines that said proposed alternative backflow prevention method will not
provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY,
CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and
municipal systems that utilize backflow prevention technologies.If the CITY does not respond within 60 days of such
written COMPANY request,then the request for use of said jointly-proposed,TCEQ-approved alternative backflow
prevention method will be deemed approved.
Section 1.07 Definitions.The following terms have the following meanings:
A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 3
B. CAD. The appraisal district(either the Nueces County Appraisal District [NCAD] or the San Patricio
County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the
Improvements located within the boundaries of such appraisal district.
C. Calendar Year.A period of time beginning January I and ending December 31 in a numbered year.
D. Existing Improvements. Improvements other than New Improvements.
E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as
amended. The CITY's existing ETJ includes the unincorporated area that is contiguous to the corporate
boundaries of the CITY and that is located within five miles of those boundaries.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721,
031775,031797,031817,033161,or future ordinance of the CITY,are incorporated herein by reference.
H. Industrial District Agreement. An agreement made and entered into under the authority of Section
42.044 of the Texas Local Government Code.
I. Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial
Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the
Industrial Districts,whether or not it is in included in Exhibit A.
J. Market Value.As determined and defined by the applicable CAD.
K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
N. Prior Industrial District Agreement. The Industrial District Agreement by and between the CITY and
the COMPANY that expired December 31,2024.
Article 2
Section 2.01 Term. The term of this Agreement(Term) shall be 15 years from January 1, 2025 to December 31,
2039,unless earlier terminated as herein provided.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COMPANY
shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the
Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form
attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the
COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1,2039 shall entitle the City to
(1)file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement
and/or(2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 4
to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on
annexation,that can be legally applied after annexation will continue to apply until December 31,2039.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT).Each year during the Term hereof, the COMPANY
shall pay to the CITY:
A. Land.An amount in lieu of tax on the Land(excluding Improvements located thereon)equal to 100%of the
amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to
CITY by COMPANY if the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to
100%of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which
would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on
land within the CITY limits.For purposes of this calculation,the Existing Improvements will not include the
pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property
Tax Code 11.31.
C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and
Placed in Use,the COMPANY shall pay 100%PILOT for said New Improvement.
Personal Property. An amount in lieu of tax on personal property equal to 100%of the amount of ad valorem
taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by
COMPANY if the personal property were situated on land within the CITY limits.
D. With respect to any new land acquired by the COMPANY located within an Industrial District,the new land
shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in
lieu of tax payment on the Land as of January I of the first year following the date which the new land is
acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the
COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the
applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and
promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each
execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land
substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms
and provisions of this Agreement.
E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of
the CITY, but not in an Industrial District,the COMPANY shall report such purchase to the CITY and the
CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement,or upon final
determination of Market Values by the applicable CAD,whichever is later,the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD,
Geographic ID numbers and the Market Values related thereto,and showing all Land and Improvements and personal
property owned or controlled by the COMPANY including and identifying the property to be valued as part of this
Agreement (the "Schedule") and each exemption applicable to the calculation of taxation on each item of property
(specifying exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any
Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms,information,
and documents provided by the COMPANY to the applicable CAD and,in the event of appeal,the Appraisal Review
Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. COMPANY must
include on its Schedule of Value the Geographic ID numbers for all personal property accounts on the Property,
whether owned by COMPANY or by a Lessee or tenant.
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 5
Section 3.03 Determination of Value. Subject to the provisions of Section 3.04,in determining the COMPANY'S
annual in lieu of tax payment required under this Agreement,the calculation shall be made utilizing the Market Value
of all Land and Improvements and personal property,but not including the Land and/or Improvements and/or personal
property that qualify for the exemption for pollution control property as provided in Texas Property Tax Code Section
11.31 as determined by the applicable CAD,or its successor,under provisions of the Texas Property Tax Code. The
COMPANY shall timely provide information and reports required under this Agreement and under Texas law,rules
and regulations to the applicable CAD or its designee, so that the appraisal process can be completed in accordance
with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement
shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same
as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY
or any non-CAD related billing dispute,the COMPANY agrees to pay to the CITY an initial estimated PILOT,on or
before the Due Date in Section 3.07 below,based on the amount billed by the CITY.
Alternate Estimated PILOT.- If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties
on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November
1"of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each
CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each
value.This written notice shall be accompanied by the COMPANY's calculation of:
(1) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the Market Values determined
by the CAD (CAD-determined Market Values for the tax year subject to the lawsuit), and
(2) the total,cumulative PILOT for the tax year subject to the lawsuit,based on the market values estimated
by the COMPANY(COMPANY-determined market values for the tax year subject to the lawsuit), and
(3) the total, cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year
subject to the lawsuit.
If the total cumulative CAD-determined Market Values for the tax year subject to the lawsuit are more than 20%
greater than the total, cumulative CAD-determined Market Values for the immediately prior tax year, then the
COMPANY may pay an Alternate Estimated PILOT,based on the greater of-
(1) the COMPANY-determined market values for the tax year subject to the lawsuit,or
(2) 120%of the total,cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to
the tax year subject to the lawsuit(s).
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or
Alternate Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT
due based on the final determination.If,as a result of final unappealable judgment of a court of competent jurisdiction,
or as the result of other final settlement of the controversy,the PILOT due to the CITY is established to be an amount
less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY,the excess in
lieu of tax payment,if any,collected by the CITY shall be returned to COMPANY within 60 days after COMPANY
provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of
reimbursement,such as a credit to the in lieu of tax payments due the next year.Any non-CAD related billing disputes
shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY.
Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount
for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of
the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such
year if said Improvements were situated on land within the CITY limits(Calculation: Market Value of Improvements
x 15% x CITY tax rate =Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall
not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this
Agreement if either(i) as of January 1 of such year,the COMPANY is a member in good standing of the Refinery
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 6
Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section
775.032(a)(1),(2),and(3)of the Texas Health and Safety Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due.The CITY shall mail an invoice to the COMPANY,which sets forth the
amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall
be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below,and shall be mailed to the address
shown in Section 10.03 of this Agreement.The calculation shall be made with reference to the exemption for pollution
control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as
same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified
by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without
reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following
each year during the Term hereof(the "Due Date"), all PILOTS provided for hereunder and invoiced by the CITY in
accordance with Section 3.06 above,without discount for early payment,but subject to Section 3.04.Notwithstanding,
if the CITY sends a late invoice (after January Is), then the COMPANY will pay the CITY within 30 days after
receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTS
hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation,including,
but not limited to,laws relating to rendition,assessment,equalization and appeal.Any invoiced amounts that are not
paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at
12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Section 3.08 Required Development. The COMPANY agrees that improvements necessary to operate a
cryptocurrency mining operation and/or lease serve or rack space for the operation of a cryptocurrency mining
operation must be Placed in Use on all Land on or before December 31, 2023. COMPANY may, as an approved
alternative, construct a battery energy storage system with a requirement that such a facility must be Placed in Use
not later than December 31, 2025. If the alternative facility has not been Placed in Use by December 31, 2025, for
reasons beyond Company's ability to control, including, for the avoidance of doubt,delays by AEP or ERCOT,then
COMPANY shall make payment in lieu of taxes from and after the end of calendar year 2025 at the greater o£ (i)the
applicable rate per Article 3.01 of appraised value of any improvements regardless if such appraised value is classified
by NCAD as either Placed in Use or Construction Work in Progress (CWIP); or (ii) $100,000.00 (one-hundred
thousand dollars). In such event the COMPANY shall be deemed to be in compliance with the Agreement. Failure
to substantially comply with the foregoing requirement will constitute a breach of this Agreement. If following notice
of such breach,COMPANY does not provide either(1)a completion schedule reasonably acceptable to CITY,or(2)
a proposed alternative industrial use for undeveloped tract that is reasonably acceptable to the CITY within 90 days,
the CITY may declare this agreement terminated and accept COMPANY's petition for annexation and begin
annexation proceedings under Section 10.07 below. Additionally, if COMPANY does provide an acceptable
alternative development within the 90 day period, but does not thereafter diligently pursue such alternative project
and insure that necessary Improvements are Placed in Use within such reasonable time period as the Parties may agree
to, not to exceed two years, following approval of the alternative development, then the City may declare this
Agreement terminated and accept COMPANY's petition for annexation and begin annexation proceedings under
Section 10.07 below.
Section 3.08 Filing of Industrial District Agreement.After execution,the CITY will file this Agreement with the
applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file-stamped copy to the
COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of
such filing.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due
to the CITY hereunder or if the COMPANY fails to perform any other material obligation incumbent upon the
COMPANY to be performed hereunder or revokes any provision of this Agreement or attachment hereto,and if such
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 7
default is not fully corrected within 60 days (or such longer period to the extent required by Section 4.04) after the
CITY gives written notice of said default to the COMPANY, the City shall have the option to either(1) accept the
COMPANY's Petition for Annexation and Agreement for Provision of Municipal Services and commence
annexation proceedings,in accordance with Section 10.07 below,and sue to recover all damages; or(2)continue this
Agreement for its Term and collect the payments required hereunder.A failure to perform pursuant to this Agreement
will not be considered "material" if such failure to perform does not affect reporting, payment, annexation, or
enforceability of any provision of this Agreement. Nonetheless, a COMPANY violation or failure to perform this
Agreement,regardless of materiality shall entitle the City to declare this Agreement in default and commence ordinary
annexation proceedings.
Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements and personal
property which may,in the event of default in payment of any sum due hereunder that is not cured in accordance with
Section 4.04 below,be enforced by CITY in the same manner as provided by law and for the collection of delinquent
ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and
Improvements and personal property which may be foreclosed in the event of such uncured default (1)judicially or
(2) extra judicially in the same manner as a deed of trust under the Texas Property Code, and for that purpose may
appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance
annexing any of the Land(except with reference to any annexation provided for herein),the COMPANY shall provide
written Notice of Default(clearly labeled as such)to the CITY and CCOMPANY shall be entitled to enjoin the CITY
from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance
adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the
COMPANY elects to pursue this remedy,then so long as the CITY specifically performs its obligations hereunder,
under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this
Agreement.
Section 4.04 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by the COMPANY of any of the terms or conditions of this Agreement,the CITY shall give the COMPANY written
Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured.Thereafter,the COMPANY will be afforded 60 days within which to cure
the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a
Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after
CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days
not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and
does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the
COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement.
Section 4.05 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other,and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Riehts and Remedies. It is expressly understood that if at any time the COMPANY is
in default in any provision of this Agreement,the failure on the part of the CITY to promptly avail itself of the rights
and remedies that the CITY may have,will not be considered a waiver on the part of the CITY;provided that if the
CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies
or elect to terminate this Agreement on account of such default,then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the
failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may
have,will not be considered a waiver on the part of the COMPANY;provided that if the COMPANY within 4 years
from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this
Agreement on account of such default,then such default is deemed waived.
C:\Users\ufo-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 8
Section 4.07 Limitation of Liability.To the fullest extent permitted by law,and not withstanding any other provision
of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or
indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to
limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid PILOT,late penalties and
interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees.
Article 5
Section 5.01 Description of Property.The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as
Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section
3.01 which becomes included in the Land,COMPANY agrees to provide to CITY a listing of Geographic ID numbers
as available from the applicable CAD or its successor.
Article 6
Section 6.01 Annexation BY Another Entity.If any attempt to annex any of the Land owned,used,occupied,leased,
rented or possessed by COMPANY,is made by another municipality,or if the incorporation of any new municipality
should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent
injunction against the annexation or incorporation,with the cooperation of the COMPANY, and shall take any other
legal action necessary or advisable under the circumstances.The cost of the legal action shall be borne equally by the
Parties;provided,however,the fees of any special legal counsel shall be paid by the Party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction
enjoining the attempted annexation or incorporation described in Section 6.01 above,the COMPANY shall have the
option of(1)terminating this Agreement,effective as of the date of the annexation or incorporation into the CITY,or
(2) continuing to make the PILOTS required hereunder. This option shall be exercised within 30 days after the
application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall
place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-
bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent
injunction and/or upholding the annexation or incorporation,or a final settlement or other final disposition of
the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be refunded to the COMPANY;or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent
injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition
of the controversy allows or upholds the annexation or incorporation,then all of such payments and accrued
interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity,then
the COMPANY shall within 90 days give notice to the CITY of said sale,and this Agreement shall continue in effect
as to all Land and/or Improvements sold.If the COMPANY leases all or a portion of the Land or Improvements to an
entity that will be responsible for payment hereunder,the COMPANY shall within 90 days give notice to the CITY
of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased.
Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or
Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with
the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 9
assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or
Improvements.The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up-
to-date and said agreement provides for execution of documents required by the CITY to ensure the continued
enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the
COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required
payments after assuming such responsibility,the COMPANY may,after notice in accordance with Section 4.04,either
make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below.
Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for
Annexation and Agreement for Provision of Municipal Services,in substantially the same form as the one attached
as Exhibit C,signed by the buyer before the CITY will consent to the assignment.
Section 7.03 Covenant Runnine with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS
RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE
REAL PROPERTY RECORDS OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS,
AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS
AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE
FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE
SAME RIGHT TO INVOKE AND ENFORCE,THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL
SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the
COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates
and subsidiaries,and, subject to Section 7.02, shall remain in force whether the COMPANY sells,assigns,or in any
other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements
herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension
thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the
benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all
provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for
Annexation and Agreement for Provision of Municipal Services.Failure of any owner of the Land to execute this
agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will
constitute a default.
Article 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area.The COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Section 9.02 Water Procurement.The COMPANY acknowledges that the CITY provides a regional water system
that is critical to the well-being and economic growth of the entire area and that it is important for each customer to
continue to use the system as its principal source of water. The COMPANY agrees to provide six months written
notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the
CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of
water, subject to any obligations that that might apply to the CITY pursuant to state law.
Article 10
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 10
Section 10.01 Severability. In the event any word,phrase,clause, sentence,paragraph, section, article or other part
of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by
any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application,
illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other
part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and
the validity of the remaining parts of this Agreement shall not be affected thereby.
Section 10.02 Entire Agreement.This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated
herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be
amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.
Section 10.03 Notices.Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to
which it refers, "INDUSTRIAL DISTRICT AGREEMENT NO.«ID»".Each Party must notify the other Party of
any change of address in writing.
To the CITY: City of Corpus Christi-City Manager
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
With copies to City of Corpus Christi Director of Finance
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3105
City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
If to COMPANY: Mr.Matthew J.Held
Bootstrap Energy LLC
3838 Oak Lawn Ave., Ste. 100
Dallas,TX 75219
Phone: 310-210-4545
Email: matt.held@bootstrap-energy.com
With copies to: Brent Stahl
Stahl,Davies, Sewell, Chavarria&Friend,LLP
7320 N.MoPAc, Suite 211
Austin,TX 78731
Email: bstahl@sbaustinlaw.com
Phone: (512) 652-2946
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 11
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in
Nueces County,Texas.
Section 10.05 Counterparts.This Agreement may be executed in multiple counterparts,each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 10.06 Authority; Construction.By acceptance of this Agreement and/or benefits conferred hereunder,each
party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter
into this Agreement and to obligate and bind such parry to all of the terms,covenants and conditions contained herein.
The headings contained in this Agreement are for reference purposes only,are not to be considered a part hereof,and
shall not affect in any way the meaning or interpretation of this Agreement.Unless the context otherwise requires: (1)
the word "including" shall mean "including, but not limited to," (ii) words used in the singular shall also denote the
plural,and words used in the plural shall also denote the singular,and(iii)references to the terms"Article,""Section,"
"clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified.
Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to
timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in
furtherance thereof in the event of such a failure,a voluntary Petition for Annexation and Agreement for Provision
of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by
the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in
accordance with this Agreement.
Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the
Property in the event that, during the Term of this Agreement,a bill is approved by the Texas Legislature that will,in
the sole but reasonable and continuing opinion of the CITY,result in a prohibition of annexation of all or part of the
Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal
Services pursuant to this section,the City may pursue such other annexation actions related to the Land as appropriate
to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill
approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380
Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement,in the form
attached as Exhibit F. In the event of such legislation, the Parties will consider alternative legal arrangements that
would preserve the Parties' rights and authority that would not require full annexation.
The preceding�paragraph applies to any of the COMPANY's successors,assigns,or Affiliates provided for in Section
8.01,regardless of ownership or other interest in Land subject to this Agreement,including the provisions related to
the 380 Agreement.
If the Land is annexed,this Agreement will terminate automatically upon payment of the final PILOT payment due
under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that
accrued prior to the date of annexation under this Agreement,and the CITY may pursue all remedies in law and equity
to collect such past due PILOT payments.Nonetheless,no PILOT will be due for any year for which the COMPANY
is subject to taxation due to annexation.
This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government
Code § 212.172. The Parties agree that the following disclosure is sufficient for purposes of Section 212.172 (b-1)of
the Texas Local Government Code:
THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO
OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO
ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS
LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 12
SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COMPANY
PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY,
THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY
WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS
ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION
AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A
PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION
BY PETITION.
THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN
ANNEXATION,ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER
ARTICLE 4.
Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas, no
subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's
ability to annex the Land covered herein pursuant to the terms of this Agreement.
Section 10.09 Disannexation Acknowleament. In consideration of the disannexation of the subject property on or
after the Effective Date the COMPANY agrees that the CITY is not obligated to reimburse any taxes under Section
43.148 of the Texas Local Government Code as any taxes previously received on the property were offset by the costs
of services actually provided to the property.
Code.Seetion 10.091%4ost Favored Nations,. if CITY enters inte a new ladtistfial PistFiet Agfeement, or-a r-enewal of aa�7
payment tefms and pr-e:visiens. For-ptiFpeses of the immedia+e!�, pFeeediag sef4enee, "landowner-" shall not ineltide
de:velepment agr-eemeal with any new meoer- employer- within the C14AL s ET-j, or- with aa�, eempaa�, p
Exhibits:
Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Exhibit B Form of Sworn Schedule of Values
Exhibit C Petition for Annexation &Agreement for Provision of Municipal Services—to be executed at
time of signatures to Agreement by all Land owners
Exhibit D Form of Property Supplement
Exhibit E Standard Industrial District Annexation 380 Agreement
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 13
EXECUTED this day of 2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: «LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «L0_S1gnatory_T1tle» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 14
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Name:
Title: 40 Signatory_Title» Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«IO_Signatory»,
as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type>>,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: <L Signatory» Naine:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by«L_Signatory»,
as the «L_Signatory_Title>>of«L Name>>,a«L_Entity_State» «L_Entity_Type»,on behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 15
Exhibit A
Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Depictions of Land subject to this Agreement
Nueces County ID Type Legal Description
Appraisal District
Geographic ID
0276-0145-0040 110B Outside Land Assessors Map 145 80.756 Acs out of 114.8 Ac tr 4
sur 409 AB&M Abst 555 ICL (Formerly 263-145-40)
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLC I C1A6E9DAC(PBCL(v 1 C1 A6E9D.docx 16
Exhibit B Form of Sworn Schedule of Values for Industrial District Agreement No.
As of 1/1/
Due 8/31/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Geographic Description Earliest Date that CAD Market Did CAD declare COMPANY Prior year Did CAD declare
ID# Property was first Value property exempt valuation in CAD prior year property
placed in use or from taxation lawsuit filed Market exempt from
affixed to the Land pursuant to Texas by value taxation pursuant to
if Property is an Property Code COMPANY Texas Property
Iniprovement 11.317 Code 11.31
Total
I a duly authorized official of the above COMPANY, do swear that the
inforination provided is accurate and within my knowledge.
Signature Date
Name & Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 17
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Christi,Texas:
The undersigned Landowner(s)of the hereinafter described tract of Land,which is without residents,request the City
Council of the City of Corpus Christi,Texas,to extend the present city limits of the City of Corpus Christi,Texas,to
include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District
Agreement to which this document is attached,and the document description herein is considered incorporated herein.
We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under
Subchapter E of that chapter as it may be amended.
Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned
Landowner(s). This Petition for Annexation of the above-described tract of land is intended to be signed and duly
acknowledged by each and every owner of said Land.
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory», as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 18
Exhibit C
Agreement for Provision of Municipal Services
This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government
Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"'), and
("Landowner").
WHEREAS, the Landowner has requested that the City consider annexation of the territory described in
Exhibit A of the Industrial District Agreement to which this document is attached situated in
County,Texas,which is hereinafter described as the "Land";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local
Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into
between the City and Landowner of the Subject Property prior to annexation;
WHEREAS,the City Council of the City of Corpus Christi,Texas,finds and determines that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation
area than were in existence in the annexation area at the time immediately preceding the
annexation process, and
• this Agreement for Provision of Municipal Services will provide the Land with a level of service,
infrastructure, and infrastructure maintenance that is comparable to the level of service,
infrastructure, and infrastructure maintenance available in other parts of the municipality with
topography, land use, and population density similar to those reasonably contemplated or
projected in the area; and
• all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas
Local Government Code Chapter 43 to annex the Land into the CITY.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the CITY and the
Landowner(s) agree as follows:
Section 1.Recitals.The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true
and correct and are hereby adopted by the Parties and made a part hereof for all purposes.
Section 2.Services to be Provided.The following service list represents the provision of services agreed to between
the landowner of the Property and the City establishing a program under which the City will provide municipal
services to the Subject Property as required by Texas Local Government Code §43.0672,which will be provided at
a level consistent with services levels provided to other similarly situated areas within the City.
• Police Protection: The Corpus Christi Police Department will provide police protection at the same
level of service now being provided to other areas of the City of Corpus Christi, Texas,with similar
topography, land use, and population density.
• Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380
Agreement(if applicable) attached to the Industrial District Agreement to which this document is
attached, the Corpus Christi Fire Department will provide fire protection and suppression at the same level
of service now being provided to other areas of the City of Corpus Christi,Texas,with similar topography,
land use,and population density.
• Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical
services at the same level of service now being provided to other areas of the City of Corpus Christi,Texas,
with similar topography,land use, and population density.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 19
• Solid Waste Collection: Solid waste collection and services will be provided at the same level of service
now being provided to other areas of the City of Corpus Christi, Texas,with similar topography, land use,
and population density.
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area
of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in
accordance with the Corpus Christi Code of Ordinances,Corpus Christi Unified Development Code,Utility
Department Policies, and engineering standards at the same level of service now being provided to other
areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density,
provided the service is not currently served by another utility through existing facilities located within or
adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the
proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may
be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi
unless the facilities are dedicated to and accepted by the City of Corpus Christi.The current water line mains
at their existing locations shall be available for point of use extension based upon the current City's standard
water extension policies now existing or as may be amended. On-site sewage facilities will be allowed
contingent upon the property owner meeting all city, county, state and federal requirements.
• Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied
pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached
to the Industrial District Agreement to which this document is attached,The City will maintain public
streets, including road and street lighting, within the annexed area at the same level of service now being
provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and
population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-
of-way, roadway, or utility company easement shall be maintained by the applicable utility company
servicing the City of Corpus Christi,Texas,pursuant to the rules,regulations, and fees of the utility.
• Operation and Maintenance of Parks,Playgrounds and Swimming Pools: Currently,there are no public
recreational facilities in the annexation area,including parks,playgrounds,or swimming pools.
• Operation and Maintenance of any other Publicly-Owned Facility,Building, or Service: Currently,no
other publicly owned facilities, buildings, or services are identified in the annexation area. If the City
acquires any such facilities,buildings,or services within the annexation area,an appropriate City department
will provide maintenance services.
Section 3. Schedule of Services.In accordance with Texas Local Government Code § 43.0672(c),no other services
are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local
Government Code § 43.0672(b)is not applicable as all services identified herein will be provided upon the effective
date of annexation.
Section 4.Level of Service.Nothing in this Service Agreement shall require the City to provide a uniform level of
full municipal services to each area of the City,including the annexed areas,if different characteristics of topography,
land use,and population density are considered a sufficient basis for providing different levels of service.
Section 5.Term.The term of this Service Agreement is 10 years from the date the annexation is effective.
Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local
Government Code Chapter 245.
Section 7.Legal Construction.No subsequent change in the law regarding annexation shall affect the enforceability
of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable
provision will not affect any other provision hereof, and this Service Agreement will be construed as if the
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 20
unenforceable provision had never been a part of the Agreement. Whenever the context requires, the singular will
include the plural and neuter include the masculine or feminine gender,and vice versa.
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas.
This Service Agreement shall be construed under and in accordance with the laws of the State of Texas.
Section 9.Authority.This Service Agreement binds and inures to the benefit of the CITY,LANDOWNER,and their
successors and assigns.Each party further warrants that each signatory to this Service Agreement is legally authorized
to bind the respective individual or entity for the purpose established herein.
EXECUTED,this the day of ,2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024, by
Assistant City Manager of the City of Corpus Christi, a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
Name: «LO_Signatory>> Name:
Title: <<LO Signatory Title>> Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024,by«LO_Signatory»,
as the «L0_S1gnatory_Title» of «LO Name», a «LO Entity_State» «LO_Entity_Type», on behalf of said
corporation.
Given under my hand and seal of office this day of ,A.D.,2024
(seal)
Notary Public
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 21
Exhibit D
Form of Property Supplement to Industrial District Agreement No.
This Supplement to Industrial District Agreement No. (this "Supplement") between CITY OF CORPUS
CHRISTI, TEXAS, a Texas home-rule municipal corporation of Nueces County, Texas, hereinafter called the
"CITY,"and«LO Name», a«LO Entity_State» «LO_Entity_Type», Landowner,«IO_Name»,a«IO_Entity_State»
«IO Entity_Type»,Improvements Owner,and«L Name»,a«L Entity_State»«L Entity_Type»Lessee,hereinafter
collectively called the "COMPANY," is executed on the dates of execution of this Supplement as set forth
immediately above the respective signatures of the CITY and the COMPANY below, but this Supplement shall be
effective on the date on which the land described in the attached Description of Additional Land attached hereto
was acquired by the COMPANY (the Supplement Effective Date").
WHEREAS,reference is hereby made to Industrial District Agreement No. (the same,as heretofore amended
and as heretofore supplemented,is herein called the"Industrial District Agreement")entered into on
2024,by and between the COMPANY and the CITY; and
WHEREAS,the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the
Description of Additional Land attached hereto which is located within an Industrial District,and,the COMPANY
has provided the CITY with a revised Exhibit A- Geographic ID's & CAD Type & Legal Descriptions of Land
subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic
ID number of such acquired land and any Improvements thereon.
WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the
COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the
terms and provisions of the Industrial District Agreement.
NOW,THEREFORE,for and in consideration of the covenants and agreements contained herein and in the Industrial
District Agreement,the CITY and the COMPANY hereby agree that the land described on the attached Description
of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District
Agreement No. and all of its exhibits effective as of the Supplement Effective Date. Each party hereto
represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into
this Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all
of the terms,covenants and conditions contained in all of those documents.
ENTERED into this day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation, on behalf of said corporation.
C:AUsers\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6B9DA BCL@1C1A6B9D.docx 22
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name»
By:
«LO Signatory)) Name: Name
Title: «LO_Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 ,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name»,a«LO_Entity_State»«LO_Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of ,A.D.,20 .
(seal)
Notary Public
IMPROVEMENTS OWNER ATTEST
«IO_Name»
By:
Name: Name: JO_Signatory»
Title: Title: «IO_Signatory_Title»
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 120 by
«IO_Signatory», as the «IO_Signatory_Title»of«IO Name»,a«IO_Entity_State»«IO_Entity_Type»,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D., 20.
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 23
Exhibit E
Standard Industrial District Annexation 380 Agreement
This Agreement ("Agreement") is made and entered into as of ,
(the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home-rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and <<LO Name», a
<<LO Entity_State» <<LO Entity_Type», Landowner,«IO_Name», a «IO_Entity_State» «IO Entity_Type»,
Improvements Owner, and <<L Name», a<<L Entity_State» <<L Entity_Type» Lessee,hereinafter collectively called
the "COMPANY."pursuant to Chapter 380 of the Texas Local Government Code.
WHEREAS,the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY
limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial
district agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article III, Section 52-
a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under
which the CITY has the authority to make loans or grants of public funds for the purposes of promoting
local economic development and stimulating business and commercial activity within the CITY; and
WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic
development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the
CITY's established economic development program, and, further, is in the best interests of the CITY and
COMPANY; and
WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment
in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy,
reduction of unemployment and underemployment through the retention of existing jobs and the production of
new jobs, and the attraction of new businesses; and as described in this Agreement; and
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other
law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the
public purposes of developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the state; and
WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a
manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the
COMPANY has agreed to comply with certain conditions for receiving those benefits, and
WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained,CITY and the COMPANY contract and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. The following terms have the following meanings:
a. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c)of the Internal Revenue Code of 1986, as amended.
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 24
b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value
of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the
COMPANY's notification thereof to the CITY.
c. Business Personal Property. Taxable tangible personal property, including inventories, located on the
Land.
d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San
Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements
located within the boundaries of such appraisal district.
e. Calendar Year. A period of time beginning January I and ending December 31 in a numbered year.
f. Existing Improvements. Improvements other than New Improvements.
g. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures,or equipment erected on or affixed to the land,regardless of the land ownership,and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the Industrial District Agreement to which this document is attached.
i. Market Value.As determined and defined by the applicable CAD.
j. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use,it will be considered an Existing Improvement.
k. Non-Appeal Rebate Date.April I following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxes for an unappealed CAD Geographic ID,whichever is later
1. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress(CWIP).
m. D »Ρer-�., The iris,-,.yemea�s and personal r ei4y as dese,-ibe her-eill.
Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may
continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use:
a. CITY and COMPANY agree that Sec. 43.002,Tex. Loc. Govt. Code ("Sec. 43.002)provides that CITY may
not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the
date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY
and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation
for uses that fall within the Heavy Industrial(IH) zoning district under the Corpus Christi City Code. CITY
will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the
Land,without zoning fees being assessed to COMPANY,to be zoned IH(or such other zoning district that
permits COMPANY's industrial activities),without the need for any additional CITY permits.
b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to
use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without
the necessity for additional licenses,certificates,permits,approvals,or other forms of authorization,including
C:\Users\ufo-prodAppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 25
but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board,
commission, or other entity proposes or requests any permits or other authorizations be required as a result
of annexation into the City limits,the CITY agrees to support, and if requested,request the issuance of such
permits or other authorizations.
c. CITY stipulates that,during the term of this Agreement and as a provision of this Agreement, the entirety of
the Land will be treated as"IH"(Heavy Industrial)or equivalent zoning district for purposes of Corpus Christi
City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of
the necessity of obtaining building permits and compliance with the Technical Construction Codes of the
CITY.
d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and
stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section
1.02:
Section 105.1.4 Building Permit Exemptions:
(a)Definitions. For the purposes of this section:
State or Federal Facility means a facility owned or managed by the State of Texas or the federal
government.
Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort,
test,and treat raw materials and other processed materials into finished or intermediate products and
to store equipment or materials used by that industrial facility.
Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in
connection with ranching or agricultural use, excluding structures used for residential, commercial,
or industrial purposes.
(b)Exemption.A State or Federal Facility,Industrial Facility,or Agricultural Facility may claim an
exemption from the City's requirement for technical construction code permits if all connections
between the aforesaid facility and the city water system are equipped with a backflow prevention
device or air gap.
(c)An Industrial Facility can only claim the technical construction code permit exemption if.
Lthe facility or industrial processing unit is inaccessible to the general public;
2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres;
3.the facility or structure is not within 150 feet from the I-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a licensed professional engineer's observation
and direct supervision. The licensed professional engineer will certify that all
improvements meet the intent or spirit of the City's technical construction codes and life
safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
installations connected to the city water system to the point of the valves or safety devices to ensure
the connection to a backflow prevention device or air gap.
(e) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the
required technical construction code permits and does not install backflow prevention devices or air
gaps at all connections to the city water system authorizes the City to refuse to connect or the City
to disconnect the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or
timely provide test results or maintain the required backflow prevention device in good operating
condition authorizes the City to refuse to connect or the City to disconnect the connection from the
city water supply system.
e. Prior to annexation,none of the Land was subject to CITY ordinances;therefore,it is the intent of the Parties
that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial
operations of COMPANY.Accordingly,the following provisions of the Corpus Christi City Code and other
rules and policies of CITY will not apply to the Land:
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 26
(1)Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be
issued by CITY,other than:
(a) Section 105.1.4 of Section 14-231 of the City Code,except as modified in this section,and
(b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or
renumbered.
(2) Any ordinances,rules,policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural
Code,Finance Code,Insurance Code,Labor Code,Natural Resources Code, and Occupations Code.
(3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37
right-of-way may be modified administratively for good cause upon application to the CITY Director of
Development Services(or the successor to that position.)
(4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed
professional engineer shall not be applicable to construction, assembly, disassembly, reassembly,
modification, alteration, or improvement of the facility or unit provided that COMPANY represents in
writing to the CITY Director of Development Services(or the successor to that position)that COMPANY
conducts its operations in accordance with currently applicable industry standards and codes. This
provision does not require COMPANY to make any written representation to CITY about its maintenance
and operations(such as assembly,disassembly,modification,or alteration)that would not otherwise fall
within CITY technical construction codes.
(5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will
review the COMPANY's proposed use of an alternative backflow prevention method and determine
whether that proposed method provides the same or greater level of reliability,effectiveness,and ease of
verifiability at or near the City's water-connection location as a reduced pressure backflow preventer
(assembly).After such review and determination,CITY and COMPANY will jointly approach the Texas
Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative
backflow prevention method. If TCEQ approves a jointly-proposed alternative backflow prevention
method,then the CITY will allow the use of said proposed alternative backflow prevention method unless
the CITY determines that said proposed alternative backflow prevention method will not provide the
same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water-
connection location as a reduced pressure backflow preventer (assembly). After a written request by
COMPANY,CITY shall provide such determination in writing by a licensed professional engineer with
expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY
does not respond within 60 days of such written COMPANY request, then the request for use of said
jointly-proposed,TCEQ-approved alternative backflow prevention method will be deemed approved.
Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall
have no obligation to extend to the Land any utilities or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY
agrees and stipulates that the annexation is valid,and the COMPANY has no right to challenge the annexation of the
Land by the CITY.
2. Term
Section 2.01 Term.This Agreement shall be effective upon annexation of the Land and continue until December 31,
2039,unless terminated as herein provided or extended for additional period or periods of time upon mutual consent
of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 27
after December 31, 2034, then the CITY will consider extending the termination date of this agreement for a period
of up to 5 years.
3. Chapter-380 Rebates of City Ad A'alor-em Taxes Paid hy Compan
3. Left blank
Seetion 3.01 Rebate of Ad Valer-em Taxes. Eaeh�eaf dw4tig the teff+i hefeef-,the CITY shall r-ebate a pei4ieti of ad
CITY in the fellowifig afflotffits:
a. The "Reimbtffsable Twi Ametmt" is the ad valor-em twies paid by the GOMPAN); to the aeeetffit of the
finally weeived ffem GOMPANY en Existing improvements owned by GOMPANY on the
finally r-eeeived fFem GOMPANY on New improvements &A,ned by GOMPANY on the Land.
finally r-eeeived fFam GOMPANY on Business Personal Property owned by GOMPANY on
.>aaaa lma+id.
fitads and held for- the beaefit of the GOMPANY and GITY for- the pttr-pese of paying the GITY
COMPANY,A NY hefeiiiaiter laiewii as+he "ReHibttfseffieii�Aeee
b� the Nati Appeal Rebate Pate fellewiiig GOMPANY's eei4ifiea+ieii ef stteh iie appeal stattis fef
la the event of an appeal, the GITY will r-ebate the r-eimbttr-sable twies to the GOMPANY by the
Appeal Rebate Date.
in the Reimbttr-semeat Aeeettat may be ttsed to pay wiy debts of GOMPANY owed to CITY as a
r-esttk of defattit of any obligations owed by GOMPANY to CITY, and setoff is attthor-ized for-that
The GITY will be the owner- of the Reimbttr-semeat Aeeettat and inter-est paid on the
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Tec1no1ogies\easyPDF8\CaBCLCaI C1A6E9DAC(PBCL v1 C1 A6E9D.docx 28
■
• ♦ ♦ Y.
♦ I W,11111111 ♦11
11011111"0'.M.
■ ■
• i
wail-a
■
•
1 • i
♦ ■
•,
Nil
• i
I'm SIM WIN
•��
Article 4.Default and Cessation of Operations
Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial
compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this
Agreement,the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ
of mandamus to perform obligations under this Agreement.
Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in
substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such
default cannot be cured within 60 days not withstanding COMPANY's reasonable efforts to effectuate a cure,
the CITY may terminate this Agreement and CITY's obligation to pay any funds to COMPANY under this
Agreement will terminate.
Section 4.03 Notice of Default.Notwithstanding anything to the contrary contained herein,in the event of any breach
by either party of any of the terms or conditions of this Agreement,the non-defaulting party shall give the other party
written notice specifying the nature of the alleged default, and manner in which the alleged default may be
satisfactorily cured.Thereafter,the allegedly defaulting party will be afforded 60 days within which to cure the alleged
default.
Section 4.04 Cumulative Remedies.The remedies provided herein are cumulative,none is in lieu of any other, and
any one or more or combination of the same is available.Each party,in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.05 Limitation of Liability.In no event will either party be liable to the other party hereunder for punitive,
exemplary,or indirect damages,lost profits or business interruptions damages.
Article 5.Description of Applicable Property
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of
Geographic ID numbers,as available from the applicable CAD,for property located on the Land,to be attached hereto
and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this
document is attached and supplements thereto,to the extent such Land has been annexed into the territorial limits of
the City.
rebates of ad valer-efn twies paid to the CITY.
Article 6.Transfer of Land or Property to another Entity,Adding or Removing Affiliates,and Remitting Taxes
Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any
entity,the COMPANY shall within 90 days give notice to the CITY of said sale or lease.
Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with
the prior,written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY
to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all
obligations to the CITY,then the CITY will not unreasonably withhold permission for assignment or execution of a
new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned.
Section 6.03 No Third-Party Beneficiaries,Setoff.Except as specifically assigned with permission of the CITY,no
entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement.
Further,the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the
COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 30
Account may be transferred to the CITY in satisfaction of any debts to the CITY.In the event that COMPANY ceases
to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then
amounts in the Reimbursement Account will inure to the CITY.Amounts in the Reimbursement Account will not be
assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or
amounts otherwise owed or payable by CITY to COMPANY.
Section 6.04 Adding Affiliates to Agreement.Affiliates who own property in the area of the Land may be added or
removed for purposes of this Agreement . Any Affiliates added will need to agree to be
governed by the terms of this agreement.The parties to this Agreement intend to prepare standardized forms to enable
Affiliates to be added or removed efficiently.
Article 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including,but not limited to,supplies,materials,equipment,service contracts,construction contracts,and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Article 8.Miscellaneous Provisions
Section 8.01 Severability.In the event any word,phrase,clause, sentence,paragraph,section,article or other part of
this Agreement or the application thereof to any person,firm,corporation or circumstances shall ever be held by any
court of competent jurisdiction to be illegal,invalid or unconstitutional for any reason,then the application,invalidity
or unconstitutionality of the word,phrase,clause,sentence,paragraph,section,article or other part of this Agreement
shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the
remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings,or oral or written agreements,between the parties respecting such subject matter,except
as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written
instrument signed by all of the parties hereto.
Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below.The COMPANY must notify the CITY of any change of address in
writing.Notices by a party to the other party hereto,shall be mailed or delivered as follows:
If to CITY: City Manager
City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone:361-826-3220
Fax:361-826-3845
With copies to: City of Corpus Christi-City Attorney
1201 Leopard
P.O.Box 9277
Corpus Christi,Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to COMPANY: «LO Name»
C:\Users\ufo-prod�AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 31
«LO Notice Address»
«LO_Notice_City»
Phone: «LO Notice Phone»
Fax: «LO Notice Fax»
With copies to: «IO Name»
«IO Notice Address»
«IO Notice_City>>
Phone: «IO Notice Phone»
Fax: «IO Notice Fax»
and «L Name»,
«L Notice Address»
«L Notice_City>>
Phone: «L Notice Phone»
Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, and the sole legal venue for construction of this agreement will be in a court in Nueces
County,Texas.
Section 8.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original,and all of which taken together, shall constitute but one and the same instrument,which may be sufficiently
evidenced by one counterpart.
Section 8.06 Authority.By acceptance of this Agreement and/or benefits conferred hereunder,each party represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The
CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to
COMPANY pursuant to Articles 3 or 4 of this Agreement.
Article 9. Chapter-380 Rebates of City Sal., Use Taxes Paid b f`....,p anj7,
Left blank.
Seetion 9.01 Rebate of City Sales/Use Taxes. Eaeh year-dw4ag �he tefm her-eef,� 4ie CITY shall wbale a pet4ion E)
maintenanee,or-for-any other-use 4iat is limited by state law.
b. For- eaek ealeiidaf yeaf sttbjeel to this Seetieti 9.01, the CITY will er-ea4e a "Reimbtir-sement Sales,'Use
Tax Aeeettal" to be segr-ega4ed fFefn other- CITY funds and held for-the benefit of the COMPANY a-Rd
CITY for- the piir-pese E)f paying the r-eba4e of the Reimbiir-sable Sales/Use Tax Afnetmt 1E) the
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 32
aeeettat, hefoina4efknow as the "Reimbufsemeat Sales/Use Aeee
off-set any debts of COMPANY owed to CITY as a festtit of defattit of any obli
COMPANY to CITY ttodef this Agfeement. Any intefest aeef+tiflg On �hipe -R-e-imbia-r-sefReat Sales/
fl. The CITY will be the owfief of the Reimbttfsemefit Sales/Use TwE Aeeottat and ifitefest paid on the
COMPANY shall tefmiaa+e the COMPANY's fights, if any, to the Afads in the Reimbttfsement
to tlzrre CITY, of Payment of sale ispe *_ccires-Aen tccr kable tfansaetions on the Land.
a
paid by the COMPANY femitted to the CITY pttfstta-at to Texas TwE Gode 3-21.101 that afe feba4able ttfide
this A, nt
Section 9.02 Company Sehedule of Value. On of befefe Febf+tafy -28 fellowing eaeh ealeadaf yeaf of this
Agfeement, the COMPANY shall pfevide to the CITY a Swom Sekedttle of Sales,LUse Tax Paid by COMPANY fef
Company. This Sehedttle shall doettffietit the salesAttse ta�E -paid by COMPANY off all t&Eable t+aiisaetiotis eti the
aeeetmts sttbjeet to this Agfeeffiefft, whethef paid by COMPANY of a+i Affilia4e. The COMPANY hefe eensetits to
the !'',)wpt- lle
Seetion 9.03 Caletilation of Amount Due.Alithiff 30 days af4ef feEtttest by the COMPANY, fellowiiig GOMPAN3�'s
pfe,vide a r-epeA to the COMPANY identifying t4e felevatit aeeottat a+id speeif�iag the amotttit then held in the
Section 9.04 Audits. SalesAHse twk is attdited per-iodieally by the Comptfoller, The attdit period is of4en mttitiple years
liabilitt4he feifflbtff-SefRefIt fFOM CITY to COMPANY tmder-this Agreement will be handled in the same
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLCalC1A6E9DAC(PBCL(vIC1A6E9D.docx 33
QTY. Within 90 days of weeipt of a sa4es/use twi refund, the GOMAA4A� must pr-e:vide to QTY a
to CITY.
IN WITNESS WHEREOF,the Parties hereto have caused this instrument to be duly executed as of the
day of 120
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024,by
Assistant City Manager of the City of Corpus Christi,a Texas home-rule municipal
corporation,on behalf of said corporation.
(seal)
Notary Public
LANDOWNER ATTEST:
«LO Name))
By:
Name: «LO_Signatory)) Name:
Title: <LO Signatory_Title» Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«LO_Signatory»,as the «LO_Signatory_Title»of«LO Name», a«LO_Entity_State» «LO Entity_Type»,on
behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 34
IMPROVEMENTS OWNER ATTEST:
«IO Name»
By:
Name: 40_Signatory» Naine:
Title: <d0 Signatory_Title>> Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«IO_Signatory>>,as the «IO_Signatory_Title>>of«IO Name>>,a«IO_Entity_State>> «IO_Entity_Type>>,on behalf of
said corporation.
Given under my hand and seal of office this day of A.D.,2024
(seal)
Notary Public
LESSEE ATTEST:
«L Name>>
By:
Name: <L Signatory» Name:
Title: <L Signatory_Title>> Title:
LESSEE ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024,by
«L_Signatory»,as the «L_Signatory_Title>>of«L Name>>,a«L Entity_State» «L Entity_Type>>,on behalf of said
corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
C:\Users\ufc-prod\AppData\Local\Temp\BCL Technologies\emyPDF 8\ BCL@1C1A6E9D\ BCL@1C1A6E9D.docx 35
Exhibit to 380 Agr-eemen4
Cie Case assumptions F*yMeHtsiRefu DepositsiRebates
G� G�
No Appeal-
COMPANY NY tifnel. pays inn twE payment e $25 cn into RA,then rebated by
e COMPANY tifitimely pa-ys and 0 $115 twE Payment e Q5.50 into RA, then r-eba4ed by
Reba4e -c coi
Appeal Filed
_ lti ti l $l nn itite RA
Appeal ettts vaitte by 0
n $cn released to CITY
COMPANY n NY timely p s fill bill e $inn initial ..�payment e 7v t;.,1 $25 cn into RA
Appeal l eats.mite by 50 e Post Appeal: $cn r-efttfid a Post Appeal: $l- 7c eba4e,a I- ri.
Reba4e
by QT-)Lr-emaining Q t 7 '7c released to CITY
_ loit .,1 $l nn iffte RA
_ I ff ti l $l 00 iffte R
e GOMPAN3� tiffiely p&ys. additional twE pat,fnetit md POO rebated by Appeal Reba4e
additional bill Date-
_ Reb a 100
_ hii6..l $l nn iffte RA
GOMPAN)L ttti6ffiely pays. additional twE paymeat md WOO rebated by Appeal Reba4-e-
additional bill and inetifs
Cnran n rTY ti-mely p s f„ll l.;ll e $inn initial ..�p r. e Tv t;.,1 $25 cn into RA
• VaItte ; s 100 e Post Appeal: $inn e Post Appeal: $25 cn added to RA
• COMPANY timely pa-ys add4iotial t&i pa-yffiefft a+id $51 febated by Appeal Rebate
_ Preb , 2 c c o i
_ I-ait l $cn into RA
e Post Appeali-tie
Appeal ettts vaitte by o rt4e f t a RA by Appeal l Reba4e Da4ee
_ n )a e 1004
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Teclmolo-aies\easyPDF 8\,daBCLCaI C1A6E9DAC(PBCL(v 1 C1 A6E9D.docx 36
initial e l- 7 G rote RA
e Post Appe
Reba4e Reb
e COMPANY tifnely fair-pays bill at e $50 initial ta�k payment e initial P-2.75 into RA
i$04 - Post Appeal: e35 _ Post Appeal: eti 37c added to RA
• Appeal etits y l„e by 25oi
elnr
4Zeba4e 25 coi
• Appeal l e its v mite by 75 isstted by A/i a+id ftmded Appeal Rebace Da4e;r-emu—ing
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLC 1 C1A6E9DAC(PBCL(v 1 C1 A6E9D.docx 37
Exhibit to 380 Agr-eemen4
Form of Sworn Sehedule of Snlesil4se Tax Paid by Compan
zT--'ifnef-imie-: !,/tirvugh 1-2/31
r rtaet Name:
Telepheffei
Aar
atyPbrtion Fbturn
Account/ Invoice Taxable Sales/Use Wund Period
Tax Payer I D' Date Pai d Vendor Number Base Tax Rate Tax Pai d F;bquested F I ed*
Total
* VV I I appl y to taxpayers payi ng and fi I i ng sal es/use tax
For-sales t&i paid dir-eefly �a wiider-s, a eepy of the ieiider- itweiee detailiiig sales taii paid aleiig with �he sehedttle
above will be pr-evided.
Fef: dir-eet pay pei:ffiit holders, a4taeh a eepy of efteh SEEWS,LHse tali filing with the State aleiig with eeffiple6iig the
sehedttle abolve for-eaeh individttal sales,�dse twE filing. Additional detail by vender-will be pr-evided if r-eqttested b�7
provided is aeetwa4e and within my kne dge.
signatwe �
(Se l4
CAUsers\ufc-prod\AppDataALocal\Temp\BCL Technologies\easyPDF 8\CaBCLC 1 C1A6E9DAC(PBCL(v 1 C1 A6E9D.docx 38
6,
Industrial is i ster Agreement
Council Presentation
August 27, 2024
What is an Industrial District?
State law allo industry to make a payment
to Cities in 1' u o ation into the city limits
• Designate geogr 1 istri in the ETJ
• City services and re 1 are not extended into
those districts
• Districts encourage econo talili d growth of
the City by encouraging the ocatio et tion, and
expansion of Industry
Location of Industrial Districts
11
7
/Porth"11� 5 8 lu
Nueces Bay
i,11
4 1
s
2 ,—Gorp us
R61 town Co rpu-
4 _�oryua� ChrlS�l Christi
ChrrsU
" tot
Airportoriginal t s no ere There i ID#3-the ID#3 in the Gulf
- - - -. ••-• �
• ID#9,10,&11 have no active agreements
Industrial District History
City has a 40- a istory with Industrial Districts
• Currentlysignated districts in both Nueces
and San Patricio ounty
• City's practice is to negotiation a single master
agreement for all industries within the designated
districts
• Current 10-year industrial d trict a ents expire on
12/31/24
• New 15-year master agreement wi 1 be effective on
1/1/25
Initial Negotiation Position
• Ensure the Ci s kotected if there are legislation
changes tha oul ibit the City from annexing
companies in st 1 Districts
• Increase the PILO r 62. to at least 73.4% for
existing improvemen o io the City in the middle
of the comparative cities
• Increase the PILOT from 00 t % usiness
Personal Property (BPP) to make the y IDA's
consistent with other comparative ' es
• Ensure Backflow prevention is required for all industries
as part of the IDA.
Negotiation Structure
City negotiating egan meeting in Summer of 2023
• City Manager
• City Attorney
• Assistant City Manager
• Chief Financial Officer
• Assistant City Attorney
• Director-Intergovernmental Relatio
• Assistant to the City Manager
• Assistant Budget Director
• Administrative Support
• Hugh Landrum (Hugh L Landrum & Associa es)
• Mike Culbertson (CCREDC)
• Matt Garcia (TXOGA)
6
Negotiation Structure
• December 8, 20 - t meeting with Industry representatives
where calen and;+d
as discussed
• January 18, 20 - ced proposed agreement terms
• February 1, 2024-Re ck from Industry partners on
proposed terms
• February 20, 2024-City distrib e ?eement
raft agreement to
Industry partners
• April 11, 2024-Response to proposed a received from
large industry group
Negotiation Structure
• May 22, 2024- ee to move from the larger negotiation
group to sma r ne 'a ' n teams. Agreed to meet every
Thursday un a r reement is finalized. Agreed to
key negotiation poi
• PILOT percentage
• Business Personal Pr pe Xn
tions
• TCEQ exemption
• Voluntary Annexation Petit
• Backflow Prevention
• Term
• Fair Pay concept
Negotiation Structure
• June-August
• Met a to of 6 person and 5 times virtually
• Updated City Co executive session at each City
Council meeting du ng 'me
• Successfully negotiate` ajo tract aspects
Agreement Comparison
Contract Provision Current Contract Proposed Contract
PILOT-Land 100% 1
PILOT-New Improvements
(Year 1-4 after the improvement is put in 0% 0%
service)
PILOT-Existing Improvements
(Beginning year 5 after the improvement 62.5% 74.5%
is put in service)
PILOT-TCEQ Pollution Control 62 5% 0/
°
Exempt Improvements
Signed voluntary annexation petition
included with new contract. Will be
accepted by City if:
Involuntary Annex if there 1. IDA land owner defaults
Annexation was a company default 2.Texas legislature approves bill that will
result in the prohibition of annexation. If
annexation occurs for this reason,the 380
rebate agreement will be activated.
;4
Agreement Comparison
Contract Provision Current Contract Proposed Contract
Term 10 year 15 year
If the company files a lawsuit related to
value and the CAD total cumulative value
exceeds prior tax year by 20%,the
Alternative Estimated PILOT company may pay an alternative estimated
None(Fair Pay) PILOT of the greater of the company
determined market value or 120%of the
prior tax year PILOT. Final payment will be
the same as under the prior agreement.
Company must install backflow/airgap in
Rackflow Requirements None accordance with City Plumbing Code but
the City may consider alternatives per the
process defined in the new agreement.
Bottom Line Summary
• Land PILOT re t 100%
• Existing Impr eme s OT increased 19% to 74.5%
• Projected to e a roximately $5.OM in additional
revenue for the ty egiIsi /elu
in tax year 2025
• PILOT for companies woverage will be 89.5
• Every agreement will have a tary annexation
petition that can be accepted any defaults of if there
is any legislative change that would prevent the City from
annexing in the future.
Next Steps
• Today-First rea g the ordinance for the new Industrial
District Maste gre e
• September 3-Se r k
nd adoption of the ordinance
• Once adopted, Staff ill Industrial Partners to
execute the new Industr r' Ma ter Agreements which
will be effective January 1, 0
se
0
H
v
/NCORPOR 11 AGENDA MEMORANDUM
1852
Action Item for the City Council Meeting August 27, 2024
DATE: August 27, 2024
TO: Peter Zanoni, City Manager
FROM: Heather Hurlbert, Assistant City Manager
HeatherH3(d_)CCTexas.com
(361) 826-3506
City of Corpus Christi
Investment Policy and Investment Strategies
CAPTION:
Resolution amending and reaffirmation the City of Corpus Christi's Investment Policy and
Investment Strategies for the Fiscal Year 2024-2025
SUMMARY:
The Public Funds Investment Act requires an annual review by the governing body of its
investment policy and adoption of a written instrument stating that it has reviewed the
investment policy and investment strategies.
BACKGROUND AND FINDINGS:
Under Texas Government Code, Chapter 2256, Subchapter A. Authorized Investments
for Governmental Entities, the State of Texas delineates the types of investments and the
investment rules that must be followed by governmental entities. This chapter is often
referred to as the "Public Funds Investment Act". In accordance with the Public Funds
Investment Act, the governing body must approve the City's investment policy annually.
The City's Investment Committee met on May 6, 2024, and voted to approve the
Investment Policy as presented, with no changes. The Investment Committee is
comprised of the City Manager, Chief Financial Officer, Director of Finance, Assistant
Director of Finance and the Director of Management and Budget.
Linda Patterson with Meeder Public Funds, the City's Investment Advisor, has also
reviewed the Investment Policy and Investment Strategies.
On July 16, 2024, the City Council reviewed the policy and requested that a City Council
Member be added to the Investment Committee and to move diversification above yield
under Section IV of the policy.
The investment policy was amended as follows:
Section IV, "Objectives," is amended by reordering the placement of subsections C and
D, entitled "Yield" and "Diversification", respectively, as new subsections C and D, entitled
"Diversification" and "Yield", respectively, without any substantive changes to the content
of the subsections.
Section VI, "Delegating Authority and Responsibility", subsection A, "City Council", is
amended by adding the following language: "In addition, the Council is responsible for
designating one or more individuals to serve as Investment Off icer(s). In accordance with
the Act, the Council may retain responsibility for reviewing and approving authorized
broker/dealers or designate that responsibility to the Investment Committee."
Section VI, "Delegating Authority and Responsibility", subsection B, "Investment
Committee", is amended effective February 1, 2025, to remove from the Investment
Committee the Chief Financial Officer, Finance Director, and Assistant Finance Director.
Section VI, "Delegating Authority and Responsibility", subsection B, "Investment
Committee", is amended, effective February 1 , 2025, to add to the Investment Committee
the Assistant City Manager over Finance and two Council Members appointed by the
Mayor (one of which may be the Mayor) for a term concurrent with the member's elected
term.
Section VI, "Delegating Authority and Responsibility", subsection C, "Investment
Officers", is amended by removing the Chief Financial Officer.
ALTERNATIVES:
Make no changes to the Investment Policy.
FISCAL IMPACT:
N/A
Funding Detail:
Fund:
Organization/Activity:
Mission Element:
Project # (CIP Only):
Account:
RECOMMENDATION:
City staff recommends approval of the resolution amending and reaffirming the City of
Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2024-2025
as presented.
LIST OF SUPPORTING DOCUMENTS:
City of Corpus Christi Investment Policy and Investment Strategies 2024-2025
City of Corpus Christi Investment Policy and Investment Strategies 2024-2025 (Red Line version)
Resolution
Resolution amending and reaffirming the City of Corpus Christi's Investment
Policy and Investment Strategies for fiscal year 2024-2025.
WHEREAS, the City of Corpus Christi's Investment Policy and Investment Strategies
were first adopted pursuant to Resolution No. 022390 on October 24, 1995;
WHEREAS, the Texas Public Funds Investment Act requires the governing body to
annually review, amend as necessary, and reaffirm its investment policy and investment
strategies;
WHEREAS, the Investment Policy and Investment Strategies were previously reviewed
and reaffirmed for fiscal year 2023-2024 pursuant to Resolution No. 033099 on July 18, 2023;
and,
WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal
year 2024-2025 by the Investment Committee initially on May 6, 2024, were subsequently
recommended for approval with amendments and an updated reissuance date, and now are
recommended for approval and reaffirmation by the City Council.
Be it resolved by the City Council of the City of Corpus Christi, Texas:
Section 1. The City Council has reviewed the City of Corpus Christi's Investment Policy and
Investment Strategies for fiscal year 2024-2025. A copy of the Investment Policy, which
contains the separate Investment Strategies for fiscal year 2024-2025, is incorporated by
reference into this resolution as if set out here in its entirety.
Section 2. Style and formatting changes, along with substantive amendments, are being made
to the previous fiscal year's Investment Policy and Investment Strategies document, with such
changes and amendments delineated and described as follows:
(a) Section IV, "Objectives," is amended by reordering the placement of subsections C
and D, entitled "Yield" and "Diversification", respectively, as new subsections C and D,
entitled "Diversification" and "Yield", respectively, without any substantive changes to
the content of the subsections, to read as follows:
"C. Diversification
The City will diversify its investments by maturity and market sector in an effort to
avoid incurring unreasonable and avoidable market risks.
D. Yield
The Portfolio shall be designed with the objective of attaining a reasonable market
yield taking into account the investment risk constraints and liquidity needs of the
City."
(b) Section VI, "Delegating Authority and Responsibility", subsection A, "City Council",
is amended by adding new content in the subsection, as shown with text added as
underlined below, to read as follows:
"A. City Council
The City Council has ultimate fiduciary responsibility for all funds. The City Council
Page 1 of 3
is responsible for reviewing and adopting the Policy on no less than an annual
basis. The City Council shall receive and review quarterly investment reports,
approved by the Investment Committee, from the Investment Officers. In addition,
the Council is responsible for designating one or more individuals to serve as
Investment Officer(s). In accordance with the Act, the Council may retain
responsibility for reviewing and approving authorized broker/dealers or designate
that responsibility to the Investment Committee."
(c) Section VI, "Delegating Authority and Responsibility", subsection B, "Investment
Committee", is amended, effective February 1 , 2025, to update and revise content in
the subsection, as shown with text deleted as stricken below and text added as
underlined below, to read as follows:
"B. Investment Committee
An Investment Committee shall meet at least quarterly to review and determine
operational strategies and to monitor investment results. The Investment
Committee shall consist of the Cif„ Manager Chief Cinannial nffinor Qirenfer of
Cin_Anne Q. Drnnie irrl'l8QRt ("Cinenne")> c iv Acbar�c cT.F8QGtG_ of Cinanne> and Direnfer of
GGTTIITT
Management 7r,lY R,ldne+ of the City Manager, Assistant City Manager over
Finance, Director of Management and Budget, and two Council Members
appointed by the Mayor (one of which may be the Mayor) for a term concurrent
with the member's elected term. The Investment Committee shall include in its
deliberation such topics as: economic outlook, diversification, maturity structure,
risk, and performance of the portfolio. At least annually, the Investment Committee
shall review, revise, and adopt a list of qualified brokers that are authorized to
engage in investment transactions with the City. The Investment Committee shall
be responsible for monitoring, reviewing, and making recommendations regarding
the Policy to the City Council. The Investment Committee will review quarterly
investment reports before submission to the City Council."
(d) Section VI, "Delegating Authority and Responsibility", subsection C, "Investment
Officers", is amended to update and revise the content in the subsection, as shown with
text deleted as stricken below, to read as follows:
"C. Investment Officers
Investment Officers are designated by City Council resolution until such
designation is rescinded. The authority to invest City funds and the execution of
any documentation necessary is granted to the Investment Officers consisting of
the Chief FiRaRGial Q#iner Director of Finance, Assistant Director of Finance, City
Treasurer and Investment Analyst. The Investment Officers are responsible for
the daily operation of the investment program; shall comply with this Policy, the
Act, and all applicable federal, State, and City laws, rules, and regulations; and
will provide complete reports to the Investment Committee on a quarterly basis.
The Investment Officers will retain all documentation on investment transactions."
Section 3. With the changes and amendments set out in Section 2 of this ordinance, to include
an updated issuance date that coincides with the date this resolution is passed, the City Council
hereby approves the City of Corpus Christi's Investment Policy and Investment Strategies for
fiscal year 2024-2025, appoints the investment officers as named and authorized in the
Page 2 of 3
Investment Policy and Investment Strategies, and reaffirms the continuation of the policy and
strategies in full force and effect.
PASSED AND APPROVED on the day of , 2024.
ATTEST:
Paulette Guajardo, Mayor Rebecca Huerta, City Secretary
Page 3 of 3
City of Corpus Christi
Investment Policy and
Investment Strategies
Adopted
August 27, 2024
TABLE OF CONTENTS
I. POLICY STATEMENT............................................................................. 1
11. SCOPE................................................................................................. 1
III. PRUDENCE......................................................................................... 2
IV. OBJECTIVES ....................................................................................... 2
V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3
VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3
VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ..... 4
VIII. AUTHORIZED INVESTMENTS ........................................................... 5
IX. COLLATE RALIZATION ......................................................................... 7
X. SAFEKEEPING...................................................................................... 8
XI. INTERNAL CONTROLS ........................................................................ 8
XII. REPORTING....................................................................................... 9
XIII. DEPOSITORIES ............................................................................... 10
XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10
XV. INVESTMENT POLICY ADOPTION.................................................... 10
XVI. INVESTMENT STRATEGIES ........................................................... 111
APPENDIX
A. RESOLUTION .................................................................................... 13
i
CITY OF CORPUS CHRISTI
INVESTMENT POLICY AND INVESTMENT STRATEGIES
Adopted August 27, 2024
This Investment Policy ("Policy") sets forth the specific policies and guidelines and general
strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve
the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust.
This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas
Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and
strategy and assures compliance with the Act.
I. POLICY STATEMENT
It is the policy of the City that the administration of its funds and the investment of those funds
shall be handled as its highest public trust. Investments shall be made in a manner which will
provide maximum security of principal invested through risk management and diversification
strategies while meeting the cash flow needs of the City and conforming to all federal, State
and local laws, rules and regulations governing the investment of public funds.
The receipt of a reasonable yield is secondary to the requirements for safety and liquidity.
Earnings from investment will be used in a manner that best serves the interests of the City.
II. SCOPE
This Policy governs the investment of all funds of the City as reported in the Annual
Comprehensive Financial Report, except for the following:
A. Employee's Retirement Fund, and
B. Fireman's Retirement System.
With respect to the funds of non-profit corporations that are established by City Council
resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in
the absence of a specific investment policy adopted by the non-profit corporation. In addition
to this Policy, the investment of bond proceeds and other bond funds (including debt and
reserve funds) of the City or of a non-profit corporation established by the City and acting on
behalf of the City in accordance with State law shall be governed and controlled by their
creating ordinance, resolution or trust indenture, including the authorization of eligible
investments, and by the provisions of the Internal Revenue Code of 1986, as amended,
including all regulations and rulings promulgated thereunder applicable to the issuance of tax-
exempt obligations.
All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund
group, referenced in this Policy as the City's Pooled Fund, except the following, which are
managed as separately invested assets:
Page 1 of 13
A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow;
B. Airport Passenger Facility Charges (PFC); and
C. Law Enforcement Seized Assets.
III. PRUDENCE
The standard of care established by law to be used in the investment process shall be the
"prudent person standard" and shall be applied in the context of managing the overall
Portfolio, rather than a consideration as to the prudence of a single investment. The standard
states that:
Investments shall be made with judgment and care, under prevailing circumstances,
that a person of prudence, discretion, and intelligence would exercise in the
management of the persons own affairs, not for speculation, but for investment,
considering the probable safety of capital and the probable income to be derived.
IV. OBJECTIVES
All funds shall be managed and invested with four primary objectives, in order of their priority:
A. Safety
The preservation and safety of principal is the City's foremost objective. Investments shall
be undertaken in a manner that seeks to ensure the preservation of capital in the overall
portfolio. Authorized investments are chosen for their high credit quality and stability.
B. Liquidity
The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the
City meets all reasonably anticipated expenditures. Investment decisions will be based on
anticipated cash flows and only high-credit quality securities will be used for their
marketability.
C. Diversification
The City will diversify its investments by maturity and market sector in an effort to avoid
incurring unreasonable and avoidable market risks.
D. Yield
The Portfolio shall be designed with the objective of attaining a reasonable market yield
taking into account the investment risk constraints and liquidity needs of the City.
Page 2 of 13
V. LEGAL LIMITATIONS AND AUTHORITIES
Specific investment parameters for the investment of public funds in Texas are found in the
Act. All investments will be made in accordance with the Act, this Policy, and any applicable
financial indentures or trust requirements.
VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY
All participants in the investment process shall seek to act responsibly as custodians of the
public trust.
A. City Council
The City Council has ultimate fiduciary responsibility for all funds. The City Council is
responsible for reviewing and adopting the Policy on no less than an annual basis.The City
Council shall receive and review quarterly investment reports, approved by the Investment
Committee, from the Investment Officers. In addition, the Council is responsible for
designating one or more individuals to serve as Investment Officer(s). In accordance with
the Act, the Council may retain responsibility for reviewing and approving authorized
broker/dealers or designate that responsibility to the Investment Committee.
B. Investment Committee
An Investment Committee shall meet at least quarterly to review and determine
operational strategies and to monitor investment results. Effective February 1, 2025, the
Investment Committee shall consist of the City Manager, Assistant City Manager over
Finance, Director of Management and Budget and two Council Members appointed by the
Mayor(one of which may be the Mayor)for a term concurrent with the member's elected term..
The Investment Committee shall include in its deliberation such topics as: economic
outlook, diversification, maturity structure, risk, and performance of the portfolio. At least
annually, the Investment Committee shall review, revise, and adopt a list of qualified
brokers that are authorized to engage in investment transactions with the City. The
Investment Committee shall be responsible for monitoring, reviewing, and making
recommendations regarding the Policy to the City Council.The Investment Committee will
review quarterly investment reports before submission to the City Council.
C. Investment Officers
Investment Officers are designated by City Council resolution until such designation is
rescinded. The authority to invest City funds and the execution of any documentation
necessary is granted to the Investment Officers consisting of the, Director of Finance,
Assistant Director of Finance, City Treasurer and Investment Analyst. The Investment
Officers are responsible for the daily operation of the investment program; shall comply
with this Policy, the Act, and all applicable federal, State, and City laws, rules, and
regulations; and will provide complete reports to the Investment Committee on a quarterly
basis. The Investment Officers will retain all documentation on investment transactions.
Each Investment Officer shall attend at least 10 hours of training within 12 months after
Page 3 of 13
taking office or designation as an Investment Officer and eight hours of investment training
in each succeeding two-year fiscal period. Training must be received from an independent
source approved by the City's Investment Committee and must include education in
investment controls, security risks, strategy risks, market risks, diversification of the
investment portfolio and compliance with the Act.
The Investment Officers will avoid any transaction that might impair public confidence in
the City. The Investment Officers may not engage in an investment transaction except as
provided under the terms of this Policy. In order to ensure quality and capability of
investment management, the Investment Officers shall possess sufficient working
knowledge of economics and securities markets, as well as the experience and judgment
necessary to carry out the responsibilities outlined in this Policy.
D. Investment Advisor
The City Council may contract with an investment management firm registered under the
Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State
Securities Board to provide for the investment and management of its public funds or other
funds under its control.A contract made under authority of this subsection may not be for
a term longer than two years. A renewal or extension of the contract must be made by the
City Council by ordinance or resolution.
E. Ethics and Conflicts of Interest
Investment Officers shall comply with the City's Code of Ethics which requires disclosure of
financial interests each year. Investment Officers shall refrain from personal business
activities that could conflict with proper execution of the investment program or which
could impair the ability to make impartial investment decisions. Investment Officers shall
disclose to the City Council any material investment decisions and financial interests in
institutions that conduct investment or banking transactions with the City.
Investment Officers must file a disclosure statement with the Texas Ethics Commission and
City Council if:
1. The Investment Officer has a personal business relationship with a business
organization offering to engage in an investment transaction with the City (as
defined in 2256.005 (i)(1-3)); or
2. The Investment Officer is related within the second degree by affinity or
consanguinity, as determined under Chapter 573 of the Texas Government Code,
to an individual seeking to transact investment business with the City.
VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS
All investment transactions shall be made through the financial institutions or broker/dealers
approved by the Investment Committee. No investment transactions may be entered into with
a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus
payment (DVP) requirements for trade independence.
Page 4of13
The Investment Officers will provide each authorized financial institution and broker/dealer a
copy of this Policy to ensure that they are familiar with the goals and objectives of the City as
required by the Act.
Investments shall only be made with local government investment pools which have provided
the City with a written certification executed by a qualified representative of the pool
acknowledging that the pool has:
A. Received, and thoroughly reviewed the Policy; and
B. Implemented reasonable controls and procedures in an effort to preclude investment
transactions not authorized by the Policy, except to the extent that this authorization is
dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation
of subjective investment standards.
The Investment Officers will request the Investment Committee authorize the deletion of
financial institutions or broker/dealers for:
A. Slow response time;
B. Inability to compete with other authorized firms;
C. Insufficient market information on technical or fundamental expectations based on
economic indicators;
D. Failed transactions or continuing operations difficulties; or
E. Unwillingness to abide by this Policy.
VIII.AUTHORIZED INVESTMENTS
A. Investments
Authorized investments under this Policy shall be limited to the instruments listed below
as further described by the Act. If additional types of securities are approved for investment
of public funds by State statute,they will not be eligible for investment by the City until this
Policy has been amended and the amended version adopted by the City Council. The City
is not required to liquidate investments that were authorized investments at the time of
purchase (2256.017).
1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding
mortgage backed securities, with a maximum stated maturity of three years
[2256.009(a)(1)].
2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized
depository certificates of deposit of a depository institution that has its main office
or a branch office in Texas with a maximum maturity of two years (2256.010).
3. Fully collateralized direct repurchase agreements with a defined termination date
secured in accordance with this Policy and placed through a primary government
securities dealer, as defined by the Federal Reserve, or a financial institution doing
business in this State. All repurchase agreement transactions shall be governed in
Page 5of13
accordance with the Act. The maximum stated maturity shall be one year with the
exception of flex repurchase agreements used for bond proceeds capital projects.
The flex repurchase agreement transaction shall be matched to the expenditure
plan of the bonds (2256.011).
4. AAA, or equivalent, rated local government investment pools defined by the Act
and striving to maintain a $1 net asset value and specifically approved for
participation by a resolution of the City Council (2256.016).
5. AAA-rated, SEC registered no-load money market mutual funds which strive to
maintain a $1 net asset value [2256.014(a)].
6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in
Texas [2256.009(a)(7)].
7. General debt obligations of any U.S. states, agencies, counties, cities, and other
political subdivisions of any state rated no less than A by a nationally recognized
rating agency and with a maximum stated maturity of three years [2256.009(a)(5)].
8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state,
DVP to the City's safekeeping agent, not to exceed two years to maturity. Before
purchase, the Investment Officers must verify the FDIC status of the bank on
www.fdic.gov to assure the bank is FDIC insured [2256.010(b)].
9. A101,or equivalent, rated commercial paper with a maximum maturity of 270 days
subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013).
10. Guaranteed investment contracts with a maximum maturity of two years and
executed in accordance with the Act (2256.015).
11. Securities lending transactions with primary dealers or banks doing business in
Texas in accordance with the Act (2256.0115).
B. Competitive Bidding Requirement
It is the policy of the City to require competitive bidding for all security purchases and sales,
except for:
1. Transactions with money market mutual funds and local government investment
pools;
2. Treasury and agency securities purchased at issue;
3. Automatic overnight "sweep" transactions with the city depository; and
4. Repurchase agreements.
Two or more bids or offers must be solicited for all other transactions involving individual
securities with the exception of guaranteed investment contracts, which require at least
three bids or offers. In situations where the exact security is not offered by other dealers,
offers on the closest comparable investment may be used to establish a fair market price
for the security. Certificates of deposit may be solicited in any manner permitted by the
Act.
C. DVP Requirement
All transactions, excluding local government investment pool and mutual fund
transactions, shall be conducted on a DVP basis.
Page 6of13
IX. COLLATERALIZATION
The City requires that all uninsured collected balances plus accrued interest, if any, in
depository accounts be secured in accordance with the requirements of the Depository
Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code,
Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
A. Time and Demand Deposit Pledged Collateral
Consistent with State law, the City requires all bank time and demand deposits to be
federally insured and collateralized above federal insurance coverage with eligible
securities. Depository collateral is pledged to and not owned by the City.
All collateral shall be held by independent third-party custodian(s) approved by the City
under an executed collateral agreement with the pledging bank. The custodian(s) shall
provide a monthly report of the collateral.The value of pledged securities must be at least
102%of deposits including accrued interest.
Eligible collateral securities shall only include:
1. Obligations of the U.S. Government, its agencies and instrumentalities, including
mortgage backed securities and collateralized mortgage obligations passing the
Federal Reserve bank test,
2. Obligations of states, agencies, counties, cities, and other political subdivisions of
any state rated not less than A by a nationally recognized rating agency, or
3. Irrevocable letters of credit issued to the City by a federal home loan bank.
The City's Investment Officers reserve the right to accept or reject any form of collateral or
enhancement at their sole discretion.
Collate raIization often requires substitution. The substituted collateral's market value will
be calculated and, if its market value is equal to or greater than the required collateral
value, the substitution is allowed. Substitutions should be limited to minimize the City's
transactional recording requirements.
Should the collateral's market value exceed the required amount, the pledging Institution
may request approval from an Investment Officerto reduce collateral.Collateral reductions
may be permitted only if the City's records indicate that the total collateral market value
exceeds the required amount.
B. Repurchase Agreements Owned Collateral
Collateral under a repurchase agreement is owned by the City(2256.011). It will be held by
an independent third-party safekeeping institution approved by the City under an executed
Bond Market Master Repurchase Agreement. Securities (collateral) with a market value
totaling 102% of the principal and accrued interest of the repurchase agreement is
Page 7of13
required, and the third-party is responsible for the monitoring and maintaining of collateral
and margins daily.
Authorized collateral for repurchase agreements will include only:
1. Cash;
2. Obligations of the U.S. Government, its agencies and instrumentalities including
mortgage-backed securities and CMO which pass the bank test; or
3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at
least one nationally recognized rating agency.
X. SAFEKEEPING
The City shall maintain safekeeping with its banking institution or other banks for the
safekeeping of City-owned securities (including those owned under a repurchase agreement
or guaranteed investment contract). All collateral must be held in the City's name and must
be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP
basis by the safekeeping institution (2256.005).
Securities shall not be held in any brokerage account. Securities shall not be bought from the
City's depository bank in order to provide perfected DVP.
The safekeeping institution shall be required to issue safekeeping receipts listing each specific
security, rate, description, maturity, Committee on Uniform Security Identification Procedures
(CUSIP) number, and other pertinent information which will be maintained by the Investment
Officers.
XI. INTERNAL CONTROLS
The Investment Officers will maintain controls to regulate the activities of the investment
program in accordance with this Policy.The controls shall be designed to prevent loss of funds
due to fraud, employee error, misrepresentation by third parties, unanticipated market
changes, or imprudent actions. Internal controls deemed most important would include:
competitive bidding, control of collusion, separation of duties, safekeeping, delegation of
authority, and documentation. In conjunction with the annual financial audit, a compliance
audit of management controls on investments and adherence to this Policy shall be performed.
A. Cash Flow Forecasting
Cash flow analysis and forecasting is designed to protect and sustain cash flow
requirements of the City. Executive management of the City will inform the Investment
Officers of anticipated cash flows which will be used for cash flow and investment
purposes.
B. Loss of Rating
The Investment Officers shall monitor the credit rating on all authorized investments in the
Page 8of13
portfolio which require ratings by policy or law. Ratings will be based upon independent
information from a nationally recognized rating agency. An investment that requires a
minimum rating under the Act does not qualify as an authorized investment during the
period the investment does not have the minimum rating. The City shall take all prudent
measures that are consistent with this Policy to liquidate an investment that does not have
the minimum rating. If any security falls below the minimum rating required by Policy or
law, the Investment Officers shall notify the Committee of the loss of rating, conditions
affecting the rating and possible loss of principal with liquidation options available, within
one week after the loss of the required rating (2256.021).
C. Monitoring FDIC Coverage
The Investment Officers shall monitor, on no less than a weekly basis, the status and
ownership of all banks issuing brokered certificates of deposit owned by the City based
upon information from the FDIC. If any bank has been acquired or merged with another
bank in which brokered certificates of deposit are owned by the City, the Investment
Officers shall immediately liquidate any brokered certificate of deposit which places the
City above the FDIC insurance level.
XII. REPORTING
In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall
prepare and submit to the Investment Committee and City Council a written report of
investment transactions for all funds covered by the Act and this Policy for the preceding
reporting period within a reasonable time after the end of the period. The report must:
A. Describe in detail the investment position of the portfolio on the date of the report;
B. Be prepared jointly by all Investment Officers of the City;
C. Be signed by each Investment Officer of the City;
D. Contain a summary statement of each pooled fund group that states the:
1. Beginning market value for the reporting period;
2. Ending market value for the period; and
3. Fully accrued interest for the reporting period;
E. State the book value and market value of each separately invested asset at the end of
the reporting period by the type of asset and fund type invested;
F. State the maturity date of each separately invested asset that has a maturity date;
G. State the account or fund or pooled group fund in City for which each individual
investment was acquired; and
H. State the compliance of the investment portfolio of the City as it relates to:
1. The investment strategy expressed in this Policy; and
2. Relevant provisions of Section 2256.023 of the Act.
The quarterly reports prepared by the Investment Officers shall be formally reviewed at least
annually by an independent auditor, and the result of the review shall be reported to City
Council by that auditor.
Page 9of13
In addition to quarterly reports, the Investment Officers will submit to the Director of Finance
the following reports on a monthly basis:
A. Cash position by bank account;
B. Collateral position; and
C. Investment transaction.
Market prices for market value calculations shall be obtained from nationally recognized
securities databases including those provided by the City's depository bank through its
safekeeping services and Bloomberg Professional Services.
XIII. DEPOSITORIES
The City designates one banking institution for banking services through a competitive process
at least every five years. Written depository agreements shall be executed before funds are
transferred.
XIV. AUDITS AND COMPLIANCE WITH LAWS
Each banking institution agrees to comply with all federal, State, and local laws, rules, and
regulations. The personnel or officers of such institution shall be fully qualified and authorized
under federal, State, and local law to perform the services set out under this Policy. Each
institution shall permit the Investment Officers to audit, examine, and make excerpts or
transcripts from such records of all contracts, invoices, materials, and other data relating to
applicable investments.
XV. INVESTMENT POLICY ADOPTION
The City Council shall review and adopt by resolution its Investment Policy and Investment
Strategies not less than annually, and the approving resolution shall designate any changes
made to the Policy and Strategies.
Page 10 of 13
XVI. INVESTMENT STRATEGIES
The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected
cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio
is to be managed pro-actively considering ongoing market changes but is essentially a buy-and-
hold portfolio. Information on expected expenditures from the executive management of the
City will be incorporated into investment decisions. The overall investment program shall be
designed and managed with a degree of professionalism worthy of public trust. The
investment strategy for funds established after the annual Policy adoption will be managed in
accordance with the terms of this Policy and applicable agreements until a specific strategy is
reviewed and adopted.
A. Pooled Fund Strategy
The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise
revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments.
The City's Pooled Fund may include funds from various Corporations associated with the
City which receive income distributions from their pro-rata share of the full fund group.
The City's Pooled Fund is maintained to meet anticipated daily cash needs for City
operations, capital projects, and debt service payments. The objectives of this fund are to:
1. Ensure safety of principal by investing only in high-credit quality investments for
which a strong secondary market exists which are designed to assure on-going
suitability and marketability of such investments;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Limit market and credit risk through diversification; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy.
The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of
one year (365 days) designed to meet anticipated cash flow needs. The fund shall be
laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and
provide for reasonable extension.
A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for
liquidity and no more than 40% may be invested longer than one year. Changes in City cash
flows may change percentage representations over time. Unless approved by the
Investment Committee, the target percentages specified shall not be exceeded for a
temporary period greater than thirty (30) days without the Investment Officers taking
corrective action.
The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark
designed to mirror the authorized market investments and the City's cash flow
requirements. Because this fund is dictated by cash flow needs, the benchmark becomes
a measure of risk which reflects the primary market rates matched to the WAM. With a
maximum WAM of one year, the risk benchmark is established as the one-year Treasury
Bill for the comparable period. The fund should track the risk benchmark but will naturally
Page 11 of 13
lag as market interest rates, which adjust daily, move.
B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy
This escrow fund was established pursuant to an escrow agreement dated as of August 29,
2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained
with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the
Act and this Policy. The objectives of this fund are to:
1. Ensure safety of principal by investing only in high credit quality investments for
which a strong secondary market exists;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Manage market and credit risk through diversification of investments and the
requirement of AAA ratings; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy and the escrow agreement.
C. Airport Passenger Facility Charges (PFC) Fund Strategy
The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation
Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The
revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public
Agencies, issued by the Federal Aviation Administration.The objectives of this fund are to:
1. Ensure safety of principal by investing only in high credit quality investments for
which a strong secondary market exists;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Manage market and credit risk through diversification of investments and the
requirement of AAA ratings; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy and the escrow agreement.
D. Law Enforcement Seized Assets Fund Strategy
The Law Enforcement Seized Assets Fund is comprised of seized contraband money that,
per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest-
bearing bank account in the jurisdiction of the attorney representing the State until final
judgment is rendered concerning the contraband. The objective of this fund is to ensure
safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing
depository account of banks in Texas. Since the revenue will only be deposited into this
type of investment, there is no liquidity risk, market risk, diversification risk, nor credit risk.
Page 12 of 13
City of Corpus Christi
Investment Policy and
Investment Strategies
Adopted
,;.Sy , ° 2^' �Au¢ust 27. 2024
TABLE OF CONTENTS
I. POLICY STATEMENT............................................................................. 1
11. SCOPE................................................................................................. 1
III. PRUDENCE......................................................................................... 2
IV. OBJECTIVES ....................................................................................... 2
V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3
VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3
VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ..... 4
VIII. AUTHORIZED INVESTMENTS ........................................................... 5
IX. COLLATE RALIZATION ......................................................................... 7
X. SAFEKEEPING...................................................................................... 8
XI. INTERNAL CONTROLS ........................................................................ 8
XII. REPORTING....................................................................................... 9
XIII. DEPOSITORIES ............................................................................... 10
XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10
XV. INVESTMENT POLICY ADOPTION................................................ 1010
XVI. INVESTMENT STRATEGIES ......................................................... 1244
APPENDIX
A. RESOLUTION .................................................................................... 13
i
CITY OF CORPUS CHRISTI
INVESTMENT POLICY AND INVESTMENT STRATEGIES
Adopted dw;y16z'zAzz418, 20-2-3 August 27. 2024
This Investment Policy ("Policy") sets forth the specific policies and guidelines and general
strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve
the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust.
This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas
Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and
strategy and assures compliance with the Act.
I. POLICY STATEMENT
It is the policy of the City that the administration of its funds and the investment of those funds
shall be handled as its highest public trust. Investments shall be made in a manner which will
provide maximum security of principal invested through risk management and diversification
strategies while meeting the cash flow needs of the City and conforming to all federal, State
and local laws, rules and regulations governing the investment of public funds.
The receipt of a reasonable yield is secondary to the requirements for safety and liquidity.
Earnings from investment will be used in a manner that best serves the interests of the City.
II. SCOPE
This Policy governs the investment of all funds of the City as reported in the Annual
Comprehensive Financial Report, except for the following:
A. Employee's Retirement Fund, and
B. Fireman's Retirement System.
With respect to the funds of non-profit corporations that are established by City Council
resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in
the absence of a specific investment policy adopted by the non-profit corporation. In addition
to this Policy, the investment of bond proceeds and other bond funds (including debt and
reserve funds) of the City or of a non-profit corporation established by the City and acting on
behalf of the City in accordance with State law shall be governed and controlled by their
creating ordinance, resolution or trust indenture, including the authorization of eligible
investments, and by the provisions of the Internal Revenue Code of 1986, as amended,
including all regulations and rulings promulgated thereunder applicable to the issuance of tax-
exempt obligations.
All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund
group, referenced in this Policy as the City's Pooled Fund, except the following, which are
managed as separately invested assets:
Page 1 of 13
A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow;
B. Airport Passenger Facility Charges (PFC); and
C. Law Enforcement Seized Assets.
III. PRUDENCE
The standard of care established by law to be used in the investment process shall be the
"prudent person standard" and shall be applied in the context of managing the overall
Portfolio, rather than a consideration as to the prudence of a single investment. The standard
states that:
Investments shall be made with judgment and care, under prevailing circumstances,
that a person of prudence, discretion, and intelligence would exercise in the
management of the persons own affairs, not for speculation, but for investment,
considering the probable safety of capital and the probable income to be derived.
IV. OBJECTIVES
All funds shall be managed and invested with four primary objectives, in order of their priority:
A. Safety
The preservation and safety of principal is the City's foremost objective. Investments shall
be undertaken in a manner that seeks to ensure the preservation of capital in the overall
portfolio. Authorized investments are chosen for their high credit quality and stability.
B. Liquidity
The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the
City meets all reasonably anticipated expenditures. Investment decisions will be based on
anticipated cash flows and only high-credit quality securities will be used for their
marketability.
C. Diversification
The City will diversify its investments by maturity and market sector in an effort to avoid
incurring unreasonable and avoidable market risks.
QD. Yield
The Portfolio shall be designed with the objective of attaining a reasonable market yield
taking into account the investment risk constraints and liquidity needs of the City.
Page 2 of 13
V. LEGAL LIMITATIONS AND AUTHORITIES
Specific investment parameters for the investment of public funds in Texas are found in the
Act. All investments will be made in accordance with the Act, this Policy, and any applicable
financial indentures or trust requirements.
VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY
All participants in the investment process shall seek to act responsibly as custodians of the
public trust.
A. City Council
The City Council has ultimate fiduciary responsibility for all funds. The City Council is
responsible for reviewing and adopting the Policy on no less than an annual basis.The City
Council shall receive and review quarterly investment reports, approved by the Investment
Committee, from the Investment Officers. In addition, the Council is responsible for
designating one or more individuals to serve as Investment Officer(s). In accordance with
the Act, the Council may retain responsibility for reviewing and approving authorized
broker/dealers or designate that responsibility to the Investment Committee.
B. Investment Committee
An Investment Committee shall meet at least quarterly to review and determine
operational strategies and to monitor investment results. Effective February 1, 2025, Tthe
Investment Committee shall consist of the Gity Maig,ge Chief P;ig,ige;,' Q:ffie ,. n;.-,.e-te- -
A#�0R;;RA2 R. (Prr^ee6iFe19 eRt r-r iRaRee"), A5sist;; t-Pir2et9r ef PiRarree, and Pir2et9r of
Management and Budget of the City Manager, Assistant City Manager over Finance,Director
of Management and Budget and two Council Members appointed by the Ma. or one of which
may be the Maw) for a term concurrent with the member's elected term.. The Investment
Committee shall include in its deliberation such topics as: economic outlook,
diversification, maturity structure, risk, and performance of the portfolio.At least annually,
the Investment Committee shall review, revise, and adopt a list of qualified brokers that
are authorized to engage in investment transactions with the City. The Investment
Committee shall be responsible for monitoring, reviewing, and making recommendations
regarding the Policy to the City Council. The Investment Committee will review quarterly
investment reports before submission to the City Council.
C. Investment Officers
Investment Officers are designated by City Council resolution until such designation is
rescinded. The authority to invest City funds and the execution of any documentation
Page 3 of 13
necessary is granted to the Investment Officers consisting of the ,
Director of Finance, Assistant Director of Finance, City Treasurer and Investment Analyst.
The Investment Officers are responsible for the daily operation of the investment program;
shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules,
and regulations; and will provide complete reports to the Investment Committee on a
quarterly basis. The Investment Officers will retain all documentation on investment
transactions.
Each Investment Officer shall attend at least 10 hours of training within 12 months after
taking office or designation as an Investment Officer and eight hours of investment training
in each succeeding two-year fiscal period. Training must be received from an independent
source approved by the City's Investment Committee and must include education in
investment controls, security risks, strategy risks, market risks, diversification of the
investment portfolio and compliance with the Act.
The Investment Officers will avoid any transaction that might impair public confidence in
the City. The Investment Officers may not engage in an investment transaction except as
provided under the terms of this Policy. In order to ensure quality and capability of
investment management, the Investment Officers shall possess sufficient working
knowledge of economics and securities markets, as well as the experience and judgment
necessary to carry out the responsibilities outlined in this Policy.
D. Investment Advisor
The City Council may contract with an investment management firm registered under the
Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State
Securities Board to provide for the investment and management of its public funds or other
funds under its control.A contract made under authority of this subsection may not be for
a term longer than two years. A renewal or extension of the contract must be made by the
City Council by ordinance or resolution.
E. Ethics and Conflicts of Interest
Investment Officers shall comply with the City's Code of Ethics which requires disclosure of
financial interests each year. Investment Officers shall refrain from personal business
activities that could conflict with proper execution of the investment program or which
could impair the ability to make impartial investment decisions. Investment Officers shall
disclose to the City Council any material investment decisions and financial interests in
institutions that conduct investment or banking transactions with the City.
Investment Officers must file a disclosure statement with the Texas Ethics Commission and
City Council if:
1. The Investment Officer has a personal business relationship with a business
organization offering to engage in an investment transaction with the City (as
defined in 2256.005 (i)(1-3)); or
2. The Investment Officer is related within the second degree by affinity or
Page 4of13
consanguinity, as determined under Chapter 573 of the Texas Government Code,
to an individual seeking to transact investment business with the City.
VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS
All investment transactions shall be made through the financial institutions or broker/dealers
approved by the Investment Committee. No investment transactions may be entered into with
a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus
payment (DVP) requirements for trade independence.
The Investment Officers will provide each authorized financial institution and broker/dealer a
copy of this Policy to ensure that they are familiar with the goals and objectives of the City as
required by the Act.
Investments shall only be made with local government investment pools which have provided
the City with a written certification executed by a qualified representative of the pool
acknowledging that the pool has:
A. Received, and thoroughly reviewed the Policy; and
B. Implemented reasonable controls and procedures in an effort to preclude investment
transactions not authorized by the Policy, except to the extent that this authorization is
dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation
of subjective investment standards.
The Investment Officers will request the Investment Committee authorize the deletion of
financial institutions or broker/dealers for:
A. Slow response time;
B. Inability to compete with other authorized firms;
C. Insufficient market information on technical or fundamental expectations based on
economic indicators;
D. Failed transactions or continuing operations difficulties; or
E. Unwillingness to abide by this Policy.
VIII.AUTHORIZED INVESTMENTS
A. Investments
Authorized investments under this Policy shall be limited to the instruments listed below
as further described by the Act. If additional types of securities are approved for investment
of public funds by State statute,they will not be eligible for investment by the City until this
Policy has been amended and the amended version adopted by the City Council. The City
is not required to liquidate investments that were authorized investments at the time of
purchase (2256.017).
1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding
Page 5of13
mortgage backed securities, with a maximum stated maturity of three years
[2256.009(a)(1)].
2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized
depository certificates of deposit of a depository institution that has its main office
or a branch office in Texas with a maximum maturity of two years (2256.010).
3. Fully collateralized direct repurchase agreements with a defined termination date
secured in accordance with this Policy and placed through a primary government
securities dealer, as defined by the Federal Reserve, or a financial institution doing
business in this State. All repurchase agreement transactions shall be governed in
accordance with the Act. The maximum stated maturity shall be one year with the
exception of flex repurchase agreements used for bond proceeds capital projects.
The flex repurchase agreement transaction shall be matched to the expenditure
plan of the bonds (2256.011).
4. AAA, or equivalent, rated local government investment pools defined by the Act
and striving to maintain a $1 net asset value and specifically approved for
participation by a resolution of the City Council (2256.016).
5. AAA-rated, SEC registered no-load money market mutual funds which strive to
maintain a $1 net asset value [2256.014(a)].
6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in
Texas [2256.009(a)(7)].
7. General debt obligations of any U.S. states, agencies, counties, cities, and other
political subdivisions of any state rated no less than A by a nationally recognized
rating agency and with a maximum stated maturity of three years [2256.009(a)(5)].
8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state,
DVP to the City's safekeeping agent, not to exceed two years to maturity. Before
purchase, the Investment Officers must verify the FDIC status of the bank on
www.fdic.gov to assure the bank is FDIC insured [2256.010(b)].
9. Al/P1,or equivalent, rated commercial paper with a maximum maturity of 270 days
subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013).
10. Guaranteed investment contracts with a maximum maturity of two years and
executed in accordance with the Act (2256.015).
11. Securities lending transactions with primary dealers or banks doing business in
Texas in accordance with the Act (2256.0115).
B. Competitive Bidding Requirement
It is the policy of the City to require competitive bidding for all security purchases and sales,
except for:
1. Transactions with money market mutual funds and local government investment
pools;
2. Treasury and agency securities purchased at issue;
3. Automatic overnight "sweep" transactions with the city depository; and
4. Repurchase agreements.
Two or more bids or offers must be solicited for all other transactions involving individual
Page 6of13
securities with the exception of guaranteed investment contracts, which require at least
three bids or offers. In situations where the exact security is not offered by other dealers,
offers on the closest comparable investment may be used to establish a fair market price
for the security. Certificates of deposit may be solicited in any manner permitted by the
Act.
C. DVP Requirement
All transactions, excluding local government investment pool and mutual fund
transactions, shall be conducted on a DVP basis.
IX. COLLATERALIZATION
The City requires that all uninsured collected balances plus accrued interest, if any, in
depository accounts be secured in accordance with the requirements of the Depository
Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code,
Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
A. Time and Demand Deposit Pledged Collateral
Consistent with State law, the City requires all bank time and demand deposits to be
federally insured and collateralized above federal insurance coverage with eligible
securities. Depository collateral is pledged to and not owned by the City.
All collateral shall be held by independent third-party custodian(s) approved by the City
under an executed collateral agreement with the pledging bank. The custodian(s) shall
provide a monthly report of the collateral.The value of pledged securities must be at least
102%of deposits including accrued interest.
Eligible collateral securities shall only include:
1. Obligations of the U.S. Government, its agencies and instrumentalities, including
mortgage backed securities and collateralized mortgage obligations passing the
Federal Reserve bank test,
2. Obligations of states, agencies, counties, cities, and other political subdivisions of
any state rated not less than A by a nationally recognized rating agency, or
3. Irrevocable letters of credit issued to the City by a federal home loan bank.
The City's Investment Officers reserve the right to accept or reject any form of collateral or
enhancement at their sole discretion.
Collate raIization often requires substitution. The substituted collateral's market value will
be calculated and, if its market value is equal to or greater than the required collateral
value, the substitution is allowed. Substitutions should be limited to minimize the City's
transactional recording requirements.
Should the collateral's market value exceed the required amount, the pledging Institution
Page 7of13
may request approval from an Investment Officer to reduce collateral.Collateral reductions
may be permitted only if the City's records indicate that the total collateral market value
exceeds the required amount.
B. Repurchase Agreements Owned Collateral
Collateral under a repurchase agreement is owned by the City(2256.011). It will be held by
an independent third-party safekeeping institution approved by the City under an executed
Bond Market Master Repurchase Agreement. Securities (collateral) with a market value
totaling 102% of the principal and accrued interest of the repurchase agreement is
required, and the third-party is responsible for the monitoring and maintaining of collateral
and margins daily.
Authorized collateral for repurchase agreements will include only:
1. Cash;
2. Obligations of the U.S. Government, its agencies and instrumentalities including
mortgage-backed securities and CMO which pass the bank test; or
3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at
least one nationally recognized rating agency.
X. SAFEKEEPING
The City shall maintain safekeeping with its banking institution or other banks for the
safekeeping of City-owned securities (including those owned under a repurchase agreement
or guaranteed investment contract). All collateral must be held in the City's name and must
be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP
basis by the safekeeping institution (2256.005).
Securities shall not be held in any brokerage account. Securities shall not be bought from the
City's depository bank in order to provide perfected DVP.
The safekeeping institution shall be required to issue safekeeping receipts listing each specific
security, rate, description, maturity, Committee on Uniform Security Identification Procedures
(CUSIP) number, and other pertinent information which will be maintained by the Investment
Officers.
XI. INTERNAL CONTROLS
The Investment Officers will maintain controls to regulate the activities of the investment
program in accordance with this Policy.The controls shall be designed to prevent loss of funds
due to fraud, employee error, misrepresentation by third parties, unanticipated market
changes, or imprudent actions. Internal controls deemed most important would include:
competitive bidding, control of collusion, separation of duties, safekeeping, delegation of
authority, and documentation. In conjunction with the annual financial audit, a compliance
audit of management controls on investments and adherence to this Policy shall be performed.
Page 8of13
A. Cash Flow Forecasting
Cash flow analysis and forecasting is designed to protect and sustain cash flow
requirements of the City. Executive management of the City will inform the Investment
Officers of anticipated cash flows which will be used for cash flow and investment
purposes.
B. Loss of Rating
The Investment Officers shall monitor the credit rating on all authorized investments in the
portfolio which require ratings by policy or law. Ratings will be based upon independent
information from a nationally recognized rating agency. An investment that requires a
minimum rating under the Act does not qualify as an authorized investment during the
period the investment does not have the minimum rating. The City shall take all prudent
measures that are consistent with this Policy to liquidate an investment that does not have
the minimum rating. If any security falls below the minimum rating required by Policy or
law, the Investment Officers shall notify the Committee of the loss of rating, conditions
affecting the rating and possible loss of principal with liquidation options available, within
one week after the loss of the required rating (2256.021).
C. Monitoring FDIC Coverage
The Investment Officers shall monitor, on no less than a weekly basis, the status and
ownership of all banks issuing brokered certificates of deposit owned by the City based
upon information from the FDIC. If any bank has been acquired or merged with another
bank in which brokered certificates of deposit are owned by the City, the Investment
Officers shall immediately liquidate any brokered certificate of deposit which places the
City above the FDIC insurance level.
XII. REPORTING
In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall
prepare and submit to the Investment Committee and City Council a written report of
investment transactions for all funds covered by the Act and this Policy for the preceding
reporting period within a reasonable time after the end of the period. The report must:
A. Describe in detail the investment position of the portfolio on the date of the report;
B. Be prepared jointly by all Investment Officers of the City;
C. Be signed by each Investment Officer of the City;
D. Contain a summary statement of each pooled fund group that states the:
1. Beginning market value for the reporting period;
2. Ending market value for the period; and
3. Fully accrued interest for the reporting period;
E. State the book value and market value of each separately invested asset at the end of
the reporting period by the type of asset and fund type invested;
F. State the maturity date of each separately invested asset that has a maturity date;
Page 9of13
G. State the account or fund or pooled group fund in City for which each individual
investment was acquired; and
H. State the compliance of the investment portfolio of the City as it relates to:
1. The investment strategy expressed in this Policy; and
2. Relevant provisions of Section 2256.023 of the Act.
The quarterly reports prepared by the Investment Officers shall be formally reviewed at least
annually by an independent auditor, and the result of the review shall be reported to City
Council by that auditor.
In addition to quarterly reports, the Investment Officers will submit to the Director of Finance
the following reports on a monthly basis:
A. Cash position by bank account;
B. Collateral position; and
C. Investment transaction.
Market prices for market value calculations shall be obtained from nationally recognized
securities databases including those provided by the City's depository bank through its
safekeeping services and Bloomberg Professional Services.
XIII. DEPOSITORIES
The City designates one banking institution for banking services through a competitive process
at least every five years. Written depository agreements shall be executed before funds are
transferred.
XIV. AUDITS AND COMPLIANCE WITH LAWS
Each banking institution agrees to comply with all federal, State, and local laws, rules, and
regulations. The personnel or officers of such institution shall be fully qualified and authorized
under federal, State, and local law to perform the services set out under this Policy. Each
institution shall permit the Investment Officers to audit, examine, and make excerpts or
transcripts from such records of all contracts, invoices, materials, and other data relating to
applicable investments.
XV. INVESTMENT POLICY ADOPTION
The City Council shall review and adopt by resolution its Investment Policy and Investment
Strategies not less than annually, and the approving resolution shall designate any changes
made to the Policy and Strategies.
Page 10 of 13
Page 11 of 13
XVI. INVESTMENT STRATEGIES
The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected
cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio
is to be managed pro-actively considering ongoing market changes but is essentially a buy-and-
hold portfolio. Information on expected expenditures from the executive management of the
City will be incorporated into investment decisions. The overall investment program shall be
designed and managed with a degree of professionalism worthy of public trust. The
investment strategy for funds established after the annual Policy adoption will be managed in
accordance with the terms of this Policy and applicable agreements until a specific strategy is
reviewed and adopted.
A. Pooled Fund Strategy
The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise
revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments.
The City's Pooled Fund may include funds from various Corporations associated with the
City which receive income distributions from their pro-rata share of the full fund group.
The City's Pooled Fund is maintained to meet anticipated daily cash needs for City
operations, capital projects, and debt service payments. The objectives of this fund are to:
1. Ensure safety of principal by investing only in high-credit quality investments for
which a strong secondary market exists which are designed to assure on-going
suitability and marketability of such investments;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Limit market and credit risk through diversification; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy.
The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of
one year (365 days) designed to meet anticipated cash flow needs. The fund shall be
laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and
provide for reasonable extension.
A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for
liquidity and no more than 40% may be invested longer than one year. Changes in City cash
flows may change percentage representations over time. Unless approved by the
Investment Committee, the target percentages specified shall not be exceeded for a
temporary period greater than thirty (30) days without the Investment Officers taking
corrective action.
The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark
designed to mirror the authorized market investments and the City's cash flow
requirements. Because this fund is dictated by cash flow needs, the benchmark becomes
a measure of risk which reflects the primary market rates matched to the WAM. With a
maximum WAM of one year, the risk benchmark is established as the one-year Treasury
Bill for the comparable period. The fund should track the risk benchmark but will naturally
Page 12 of 13
lag as market interest rates, which adjust daily, move.
B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy
This escrow fund was established pursuant to an escrow agreement dated as of August 29,
2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained
with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the
Act and this Policy. The objectives of this fund are to:
1. Ensure safety of principal by investing only in high credit quality investments for
which a strong secondary market exists;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Manage market and credit risk through diversification of investments and the
requirement of AAA ratings; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy and the escrow agreement.
C. Airport Passenger Facility Charges (PFC) Fund Strategy
The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation
Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The
revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public
Agencies, issued by the Federal Aviation Administration.The objectives of this fund are to:
1. Ensure safety of principal by investing only in high credit quality investments for
which a strong secondary market exists;
2. Ensure that anticipated cash flows are matched with adequate investment liquidity;
3. Manage market and credit risk through diversification of investments and the
requirement of AAA ratings; and
4. Attain a market yield commensurate with the objectives and restrictions set forth
in this Policy and the escrow agreement.
D. Law Enforcement Seized Assets Fund Strategy
The Law Enforcement Seized Assets Fund is comprised of seized contraband money that,
per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest-
bearing bank account in the jurisdiction of the attorney representing the State until final
judgment is rendered concerning the contraband. The objective of this fund is to ensure
safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing
depository account of banks in Texas. Since the revenue will only be deposited into this
type of investment, there is no liquidity risk, market risk, diversification risk, nor credit risk.
Page 13 of 13
se
0
0
U
NCORPO0.1¢ AGENDA MEMORANDUM
1852
Action Item for the City Council Meeting August 27, 2024
DATE: August 27, 2024
TO: Peter Zanoni, City Manager
FROM: Jeff H. Edmonds, P. E., Director of Engineering Services
0effreye(u-)-cctexas.com
(361) 826-3851
Authorizing acceptance of easements and legal responsibility for the Michael J. Ellis (North
Padre Island) Seawall
CAPTION:
Motion authorizing execution of all documents necessary to acquire property interests
necessary for the City to accept legal responsibility, improve and maintain the Michael J. Ellis
Seawall on North Padre Island, which will be dedicated to the City at no cost.
SUMMARY:
The motion authorizes the City Manager or designee to execute all property instruments provided
the property interests are dedicated to the City at no cost and accept legal maintenance
responsibility for the Michael J. Ellis Seawall.
BACKGROUND AND FINDINGS:
A project was approved in the FY 2024 CIP and TIRZ#2 Project Plan to make repairs to the
Michael J. Ellis Seawall with a total budget of $15M. The seawall was originally built in the late
1960's by the Padre Island Investment Corporation (PIIC). Although privately owned and
maintained, public access to the seawall is guaranteed by a past judgement against PIIC and
subsequent legislation. This creates the impression that the seawall is a public amenity that is in
a poor state of repair. The Micheal J. Ellis Seawall and Beach is a popular destination for both
tourists and locals.
The seawall was severely damaged by Hurricane Allen in 1980. Since it was privately owned,
repairs were not eligible for FEMA Public Assistance (PA). The adjoining owners had to assess
themselves to make the needed repairs.
Part of this action would satisfy one of the requirements for FEMA PA eligibility. By passing a
resolution accepting "Legal Responsibility", staff believes that the seawall would become eligible
for FEMA PA grants in the event of damage from a presidentially declared disaster. Additional
steps will also be taken to help avoid some of the delays and confusion that the city experienced
with FEMA funding for the Packery Channel Restoration.
Prior to bringing this action, staff have sought letters of intent to convey the necessary easements
from each of the 15 tracts fronting the seawall. There are 12 separate owners. Letters of intent to
convey easements have been received by 10 of the 12 separate owners. The four condominium
complexes have all submitted letters of intent through the designee for the POA. The letter of
intent language was negotiated between legal staff and attorneys for the property owners. The
main concern of the property owners was ensuring the future seawall construction and use not
diminish or interfere with their use and enjoyment of the seawall and beach.
The four tracts with outstanding Letters of Intent are undeveloped and owned by two institutional
investors, Axys Capital Credit Fund LLC and Padre Island North LLC. Staff have had multiple
conversations with the owners' representatives and neither has expressed an unwillingness to
grant the easements and both are working with their attorneys on the Letter of Intent language.
The action accepting legal responsibility is conditioned on the receipt of easements from all
properties fronting the seawall.
ALTERNATIVES:
Council can choose not to proceed with the project.
FINANCIAL IMPACT:
No financial impact to approving this resolution.
RECOMMENDATION:
Staff recommends approval of motion to acquire easements for the North Padre Island Seawall
Improvements project and acceptance of legal maintenance responsibility for the seawall.
LIST OF SUPPORTING DOCUMENTS:
CIP page
Letter of Intent
Presentation
Capital Improvement Flan 2024 thru 2026
City of Corpus Christi, Texas
Project# 24133
Project Name North Padre Island Seawall Improvements V '
Type Improvement/Additions Department TIRZ#2
Useful Life 25 ears Contact Economic Development Director
Y P
Category Site Improvements Priority Community Investment
Council District 4
Status Active
Description
The North Padre Island Seawall is located on the gulf beach which is frequented by tourists and citizens daily. The structure serves as a barrier
between the beach and the buildings but is also a walkway along the beach area. It is in need of repairs and the area currently lacks amenities
such as benches,lighting,and share structures. This project will assess the needs of the area and then provide funding to fulfill the identifies
needs.
Justification
This project was deemed a priority of TIRZ#2 Board and will provide needed amenities for visitors to North Padre Island.
Expenditures Prior Years 2024 2025 2026 Total
Construction/Rehab 1,000,000 5,506,757 5,506,757 12,013,514
Design 1,500,000 1,500,000
Eng,Admin Reimbursements 275,000 605,743 605,743 1,486,486
Tom 2,775,000 6,112,500 6,112,500 15,000,000
Funding Sources Prior Years 2024 2025 2026 Total
Tax Increment Finance District 2,775,000 6,112,500 6,112,500 15,000,000
Total 2,775,000 6,112,500 6,112,500 15,000,000
Budget Impact/Other 71
An assessment will be done upon completion of project to determine maintenance costs.Increased annual maintenance cost to be budgeted in the
TIRZ#2 operating budget to maintain improvements and amenities.
75
N
7� - CHANNEL
w E NORTH PADRE ISLAND SEAWALL PROJECT
e �
_. 13
� 4 '
ti
i
® GULF OF MEXICO
n
4
3
_ a
15 ❑ PARCELS WITH LETTERS
' ° OF INTENT ACQUIRED
Go�Q u s Ch,�s
i
J y
* 7852
NORTH PADRE ISLAND
MICHAEL J . ELLIS
SEAWALL PROJECT
PRESENTATION TO City Council
08/27/24
Michael J . Ellis
Nf- = Seawall - 1970's
f
•�I�'d fir_^:iy � _
Michael J . Ellis
• •
m7K - _
......... ...... .....
y
1
A�
r 1
NORTH PADRE ISLAND SEAWALL - HISTORY
Aft Aft a • • ; . ;
Padre Island Padre Island - Protective Seawall Court order State of Texas City annexes
Investment Corpus Christi, Covenants & construction halts seawall vs PIIC area of North
Corp (PIIC) Section A Plat Landowners' starts. extension to judgement. Padre Island
announced Recorded. Agreement. north &south. containing
1st hotel on seawall.
Padre Island.
0--o
Assignment 1st Amendment Protective SB 1688 amends 2nd Protective Beach & Seawall
of Trustee to to Protective Covenants Natural Amendment Covenants renamed after
PIPOA. Covenants. amended. Resources Code to Protective amended. Michael J. Ellis
§ 61.017. Covenants
City Includes $15M in FY24 CIP
project to upgrade seawall.
Project 4 24133
Project lame N-orth Padre Island Seawall Improt-emeuts '
Type Improvement Adi itions Department TIRZ#'_
Useful Life 25 years Contact Economic Development Director
Category Site Improvements Prlorits-Community Investment
Council District 4
Status Active
IkSCrlptton
The North Padre Island Seawall is located on the gulf beach which is frequented by tourists and citizens daily. The structure serves as a barrier
benareen the beach and the buildings but is also a walkway along the beach area. It is in need of repairs and the area currently lacks ntnenities
such as benches.lighting.and share structures. This project will assess the needs of the area and then provide funding to f 0fill the identifies
needs
Justification
This project was deemed a priority of TIRZ=2 Board and will provide needed auuenities for visitors to North Padre Island.
Expenditures Prior Years 2014 2025 2026 Total
ConstructionfRehab 1,000,000 5,506,757 5,506,757 12,013,514
Design 1,500,ON 1500,000
Eng,Admin Reimbursements 275.000 605,743 605,743 1,486,486
Total 2,775,000 6.112,500 6,112,500 15,0N,800
Funding Sources Prior Tears 2024 2025 2026 Total
Tax Increment Finance District 2 775 CCO 6,112500 6,112.500 15 Lv00 nC0
Total 2,775,000 6,112,500 6.112,500 15.000,000
Important
Background
• Seawall was privately built on land claimed by the State of TX under
Open Beaches Act.
• The state sued Padre Island Investment Corporation (PIIC) for trespass.
• A judgment was issued in 1974 that granted the public permanent
access to the seawall and beach and granted ownership of some tracts
to the state.
• Hurricane Allen caused significant damage in 1980. Adjoining property
owners created a seawall committee to fund the repairs.
• The City of Corpus Christi annexed the seawall area in 1981.
• 1995 Legislation reiterated permanent public easement and
established that vegetation line would be considered the face of the
seawall in exchange for constructing a public parking lot and roadway
easements for beach access.
• The City helped facilitate the state requirement to provide public
parking.
Current
Seawall Status
• The seawall is privately owned and maintained.
• The seawall is in a poor state of repair.
• Owners cannot restrict access to the public.
• Owners have difficulty insuring the seawall.
• The seawall is not currently eligible for Assistance
under the FEMA Public Assistance Program.
• Catastrophic damage would likely be the
responsibility of the owners.
Proposed
r, Seawall Status
V
;. A $15M project was approved in the FY24 CIP to
improve the seawall.
The City needs the real estate rights to make the
repairs and upgrades.
The City must be legally responsible for
a: c maintenance and repair to be FEMA PA eligible.
City is seeking an easement dedication and not
I fee simple ownership of seawall property.
}� Owners will no longer be at risk for seawall
damage, maintenance, or claims.
North Padre Island
Seawall in 1980
after damage fro, jurricane Allen
FEMA PA Program
• The FEMA PA Program provides Federal grant assistance >4
for the restoration of disaster-damaged public facilities.
• FEMA provides assistance based on authorities and
limitations defined in federal statutes and regulations.
• The four basic components of FEMA PA eligibility are: Public Assistance Program
eligible applicant, eligible facility, eligible work and and Policy Guide
eligible cost. version 4,Effective June 1,2020
(FP MOM-2)
• In order increase the likelihood that future Seawall
disaster repairs would be FEMA PA eligible, the City must OFEMA
legally assume responsibility for its maintenance.
• Also need to avoid the seawall's classification as a "Flood
Control Work" under the USACE definition.
ACTIONS COMPLETED
• City has received expert advise on optimizing the likelihood
of FEMA PA eligibility.
• Property survey and easement exhibits have been prepared.
• City has corresponded with all owners.
• A Town Hall meeting was held April 11, 2024.
• City has formed a steering committee of landowners helping
to facilitate easement acquisition.
• Engineering has selected a design firm and engaged them
on preliminary engineering activities.
• The Gulfstream has signed a letter of intent with conditions
for granting the maintenance easement.
• The Gulfsteam letter is being shared as a template for the
other property owners.
NEXT STEPS
• City will use the Gulfsteam letter of intent to get similar
instruments from the other property owners.
• Council will need to assume "legal responsibility" for the seawall.
This is necessary to help ensure FEMA PA eligibility. Will be
conditioned on easement acquisition.
• City will also seek negative determinations from USACE and
N RCS.
• Detailed design contract award by council.
• Stakeholder meetings will be scheduled to get feedback on the
design.
• Project will be advertised for bid once the bid docs are ready. This
will probably be early to mid 2025.
• Construction will probably take 12-18 months.
(f
REQUIRED LEGAL
ACTIONS
• Deed from PIPOA, Trustee, conveying all of its rights, title
and interest to the seawall to the City.
• Amendment No. 3 to the Protective Covenants and
Landowner's Agreement deleting Article VI Seawall
Maintenance Agreement.
• Easement from each seawall tract owner conveying a
permanent easement and maintenance easement to the
City.
• Council action assuming legal responsibility for the seawall.
QUESTIONS?
Jeff Edmonds, P.E.
City of Corpus Christi
Director of Engineering
361-826-3851 office
i
• CITY OF CORPUS CHRISTI
CITY SECRETARY'S OFFICE AUG 2 0 2024
COUNCIL ACTION REQUEST
I-MYSECRETARrsOFFICE
DATE: August 13, 2024
TO: Rebecca Huerta, City Secretary
FROM: Council Member Mike Pusley,At-Large
Council Member Michael Hunter,At-Large
Council Member Gil Hernandez,Dist. 5
COPIES TO: Mayor& Council
Peter Zanoni, City Manager
Miles Risley, City Attorney
SUBJECT: Resolution to authorize the Capital Improvement Advisory Committee(CIAO)to review
the Trust Fund Policy.
ACTION REQUEST:
Per Council Policy 16.d.,we are requesting that the following item be placed on the next available City
Council agenda for discussion and possible action:
• Resolution authorizing the Capital Improvement Advisory Committee(CIAC)to review solutions
to the viability of extending the Trust Funds for the purpose of future development versus Impact
fees.
y
1
Coun '1 er ike Pus y Council Member Mi hael Hunter
Council Member Gil Hernan