HomeMy WebLinkAboutC2024-231 - 9/3/2024 - Approved INDUSTRIAL DISTRICT AGREEMENT NO.4B
THE STATE OF TEXAS §
COUNTY OF NUECES §
CITY OFCORPUSCHRISTI §
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 theCITY OF CORPUS CH RI STI,TEXAS,a Texas home-rule municipal
corporation of NuecesCounty,Texas,hereinafter called the"CITY," and Magellan Terminals Holdings, L.P.,aDelaware
I i mi ted partnership, Landowner, and I mprovements Owner, hereinafter col I ecti vel y cal I ed the"COMPANY." The CITY
and the COM PA NY are herei nafter someti mes referred to i ndi vi dual I y as a"Party" and col I ecti vel y as the"Parti es."
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 enhancethe economic stability and growth of the CITY and its environs by
attracting the I ocati on of new and the expansion of existing industries therein, and such policy is hereby reaffirmed and
adopted by thi s Ci ty Council as being in the best interest of theCITY and i is ci ti zens; 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 theCITY; and
WHEREAS,under sai d policy and the provisions of Section 42.044,Texas L ocal Government Code,theCITY has enacted
Ordi nance No. 15898,approved November 26, 1980,as amended, incorporated for all purposes, i ndi cati ng its wi I I i ngness
to enter into Industrial District Agreementswith industries located within its ETJ and designating the specified land areas
as Corpus Christi Industrial Development Area No. 1 and Corpus Christi I ndustrial Development Area No. 2; and
WHEREAS, in order to correct certain boundary issues,Ordinance No.029958,as amended, reestabl i shed 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, asamended, established Corpus Christi Industrial District No.4 in NuecesCounty;
and
WHEREAS,Ordinance Nos.031775,031817,and 033161,as amended,established Corpus Christi Industrial District Nos.
5, 6, 7, 8, 9, 10,and 11 i n the Cl TY's ETJ i n San Pam ci o 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,desi res to enter into this Agreement with the COM PA NY; and
WHEREAS, the COMPANY desiresto minimize itstax burden and avoid regulation by theCITY of theCOMPANY'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 Cl TY and the COM PA NY hereby agree as fol I ows:
Artide 1
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Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this Agreement, and
subject to the terms and provi si ons herein,the Land shad I retain its extraterri tori ad 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 shad I 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
wi I I not use or permit the use of the Land and/or I mprovements covered by thi s Agreement for purposes not i ncl uded
withi n the term"i ndustry"."I ndustry" as used herei n shad I mean for the same i ndustri ad uses to which the L and,or si mi I arl y
situated I and withi n the I ndustri ad Di stri cts,i s now devoted by the COM PA NY or other such parti es hol di ng such si mi I arl y
situated I and.H of di ng the L and and I mprovementsfor f uture"i ndustry" use,without usi ng same for non-i ndustry purposes,
does not violate this Section 1.02. If the COM PA NY uses, or permits use of, the Land and/or I mprovements covered by
thi s Agreement for purposes not i ncl uded withi n the term"i ndustry" as defi ned above,then the PI L OT to be pai d by the
COM PA NY under thi s Agreement shal I be i ncreased 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
I mprovements were situated on I and wi thi n the CI TY limits of the CITY.The increase shall I be i mmedi atel y effectivefor
al I payments from the i ncepti on of thi s Agreement,and the COM PA NY shad I transmit to the CI TY withi n 60 days of bei ng
notified by the Cl TY of the determi nation of a non-i ndustry use,subject to the notice and opportunity to cure provided for
i n Secti on 4.04,an amount equal to sai d 100%of ad val orem taxes from the i nception of thi s Agreement,I ess any amounts
previously paid by the COM PA NY to the CITY under this Agreement, pl us penalties and i nterest 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 Conti nue 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 failsto 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 thedefaulting company's land to permit its annexation.
I n the event the CI TY must annex a part of the COM PA NY's property i n order to annex property owned by thi rd parti es,
the CITY will annex the absolute minimum amount of the COM PANY'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 shad) not be unreasonably withheld. The COMPANY and such annexed Land shall have no right to any CITY
servi ces as a result of such annexation; nor shad I the CI TY extend, by ordinance, any rules,or regul ations 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 COM PA NY's busi ness thereon. Such annexed parti on of Land shed I remai n a part of thi s Agreement and
shal I not be subject to Cl TY taxes, but such annexed L and and any I mprovements thereon shal I Conti nue to be i ncl uded
within the in lieu of tax payment. I n the event that the need for an annexation corridor no longer exists, including but not
I i mited to the default ng company enteri ng i nto an I ndustri ad Di stri ct Agreement, havi ng otherwi se met its obl i gati ons to
the CITY,the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the
COM PANY's L and,or withi n 60 days,take the steps necessary to compl ete deannexati on proceedi ngs requi red to remove
from the ci ty I i mi is any unnecessary annexati on corri dor. I f notwi thstandi ng the foregoi ng provi si ons of thi s Secti on 1.03,
any of such annexed portion of Land or any I mprovements or other property located thereon is subject to any CITY taxes
with respect to any Cal endarYear during the Term of this Agreement,the CITY shall (i)excdudesuch 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(i i)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 CI TY under this Agreement or as a rebate paid to the COMPANY),within 60 days fol I owi ng the CITY's
receipt of proof of payment of such CITY taxes,the porti on of such CITY taxes that i s i n excess of the PI LOT that woul d
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and any
I mprovements and other property located thereon had such annexed portion of Land not been annexed.
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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 Cl TY may provi de fi re protection servi ces to the COM PANY at the opti on 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 COM PANY agree that during the Term
hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not require
compliancewith its rulesor 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 noway divide
the Land or additionsthereto 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 COM PANY's busi ness,except as to those regulations relating to the del ivery
of utility services and industrial waste disposal through CITY-owned faciIities. The COMPANY shall ensure that all of
the COM PA NY's connecti ons wi th the Cl TY water system contai n backfI ow preventi on devi ces and/or ai r gaps consi stent
with the technical criteria referenced in Section 55-96 of the City Code as said section exists on the si gnature date of this
Agreement and state law,including any peri od i c certi f i cati ons required by the aforementi oned provisionsof the City Code
and state I aw. Notwithstandi ng,upon COM PA NY'S request citi ng thi s section and obl igati on,the CI TY's di rector 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 pre enter (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 unlesstheCITY determinesthat 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 thefollowi ng meanings:
A. Affiliates. As used herein shall mean: (1) all companieswith 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 ascontemplated by
Section 1239(c)of the Internal Revenue Code of 1986,as amended.
B. CAD. Theappraisad district(either the Nueces County Appraisal District[NCAD] ortheSan PatricioCounty
A pprai sal District[SPCA D])responsi bl efor apprai sing the portion of the L and and the Improvements located
wi thi n the boundari es of such apprai sal district.
C. Calendar Year.A peri od of ti me begi nni ng January 1 and end ng December 31 i n 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 CI TY's existing ETJ includes the unincorporated area that is contiguous to the corporate
boundari es of the CI TY and that i s I ocated within five mi I es of those boundaries.
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F. Improvements.As defined in Section 1.04(3)of the Texas Tax Code,and shad I also include power generation
facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures, or
equi pment erected on or affi xed to the I and, regardl ess of the I and ownershi p, and pi pel i nes on, under, or
across the land which are owned by COMPANY. Improvements include Existing Improvements and New
I mprovements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721, 031775,
031797,031817,033161,or future ordi nance of the Cl TY, are i ncorporated herei n 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 COM PANY and located within the I ndustrial Districts.
L and, i n the context of thi s Agreement i ncl udes al I I and of the COM PA NY I ocated i n the I ndustri al Di stri cts,
whether or not it i s i n i ncl uded i n Exhibit A.
J. M arket Val ue.As determi ned and def i ned by the appl i cabl e CAD.
K. New I mprovement. I mprovements 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 I mprovement has been affixed to the Land or Placed
i n Use, it wi I I be consi dered an Exi sti ng I mprovement
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Raced in Use. Improvements that are completed and placed in use and are not I i sted by the applicable CAD
as Construction Work in Progress(CWI P).
N. Prior Industrial District Agreement.The Industrial District Agreement by and between the CITY and the
COMPANY that expired December 31,2024.
Artide 2
Section 2.01 Term.The term of this Agreement(Term)shall be 15 years from January 1, 2025 to December 31,2039,
unl ess earl i er termi nated as herei n provi ded.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039,the COM PA NY shal I
enter into a new I ndustrial 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
executeand submit a voluntary Petition for Annexation prior to July 1, 2039 shall entitlethe City to(1)filethe Petition
for Annexation and Agreement for Provision of Municipal Services attached to this agreement and/or (2) otherwise
annex the L and into the terri tori ail I i mi is of the CI TY. I n the event of annexation due to f al I ure to enter i nto a new Industrial
District Agreement in 2039,thetermsof thisAgreement other than restrictionson annexation,that can be legally applied
after annexation will Conti nue to apply until December 31, 2039.
Article 3
Section 3.01 Payment in lieu of Ad Valorem Taxes(PI LOT). 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 Val ueof the Land which would otherwise be payableto CITY
by COMPANY if the Land were situated within the CITY limits.
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B. Existing Improvements.An amount in Iieu 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 CI TY by the COM PA NY if said Existing Improvements were situated on land within
the CI TY limits. For purposes of this calculation,the Exi sti ng I mprovements wi I I not include the pol I uti on control
improvements that havequalified for exemption from taxation pursuant to Texas Property Tax Code 11.31.
C. New Improvements. For thefirst four Calendar Years after a New Improvement is affixed to the land and Placed
in Use,the COM PANY shall pay 0% PILOT for said New Improvement.
D. With respect to any new land acquired by the COMPANY located within an Industrial District,thenew land shall
be i ncl uded i n the COM PA NY'S land known as the L and,and shall be consi dered in calculating the i n I i eu of tax
payment on the Land as of January 1 of the first year following the date which the new land is acquired by the
COMPANY.Within 90 daysafter theacquisition 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 newl y acquired land and any Improvements thereon and promptly after the CI TY's receipt of such
revised Exhibit A,the CITY and the COM PANY 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 i s made subj ect to the terms and provi si ons 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 COM PA NY shall report such purchase to the CI TY and the CI TY shall
determine whether an Industrial District Agreement i s desi red 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 appl i cabl e CA D,whichever is later,the COMPANY shall provi de to the CI TY an
itemized Scheduleof Value by sworn affidavit,on theform attached hereto as Exhibit B,listing all CAD,Geographic ID
numbers and the M arket V al ues rd aced thereto, and showi ng al I L and and I mprovements owned or control I ed by the
COMPANY including and identifying the property to be valued as part of this Agreement (the"Scheduld') 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 Schedul a shal I al so I i st the year any I mprovements were R aced i n U se. The COM PA NY
has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to the
appl i cabl e CA D and,i n the event of appeal,the A pprai sal Review Board.Fail ure to provide the Schedul e to the CI TY shall
constitute breach of this Agreement.
Section 3.03 Determination of Value.Subject to the provisions of Section 3.04,in determining the COM PA NY'S annual
in I i eu of tax payment required under this Agreement,the calculation shall be made uti I i zi ng the Market V al ue 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 provisionsof the Texas Property Tax Code.The COMPANY shall timely provide information and reportsrequired
under this Agreement and under Texas law, rules and regulations to the applicable CAD or its designee, so that the
appraisal process can be comp)eted in accordance wi th 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 l ocated within the CI TY.The COM PANY shall notify the CI TY 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 agreesto pay to the CITY an initial estimated PILOT, on or beforethe Due Date
in Section 3.07 below, based on the amount bi I I ed by the CITY.
Alternate Estirated PILOT., If the COMPANY files a lawsuit or lawsuits over the val ue 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 1st of the
tax year subject to the lawsuit,the COMPANY she]I provide written noti ce to the CITY identifying each CAD Geographic
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I D number subject to the I awsuit and the COM PA NY's estimate of value and I egal basis for each val ue Thi s written notice
shall I be accompanied by the COM PA NY's cal cul ati on of:
(1) the total,cumulative PILOT for the tax year subject to the I awsuit,based on the Market V al ues determi ned by
the CAD (CAD-determined Market Valuesfor 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 I awsuit),and
(3) thetotal,cumulative PILOT paid by COMPANY to CITY for theyear immediately prior tothetax year subject
to the lawsuit.
If the total cumulative CA D-determined Market Values for the tax year subject to the I awsuit are more than 20%greater
than the total, cumulative CA D-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 COM PANY-determi ned market val ues 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 Iawsuit(s).
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappeal abl e j udgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then wi thi n 30 days thereafter, if the PI L OT due the CI TY i s estabd i shed to be an amount more than the PI L OT or A l ternate
Estimated PILOT paid by the COMPANY,then COMPANY shall make to the CITY any additional PILOT due based on
the f i nal determi nati on. I f, as a resul t of f i nod unappeall abl e j udgment of a court of competent j uri sdi cti on, or as the resol t
of other f i nal settl ement of the controversy,the PI L OT due to the CI TY i s establ i shed to be an amount I ess 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 shadI be returned to COMPANY within 60 days after COMPANY provides noticeand a copy
of said final determination. The parties may mutually agree to alternative methods of reimbursement, such as a credit to
the i n I i eu of tax payments due the next year.A ny non-CA D rel ated bi I I i ng di sputes shad I be resol ved by the CI TY wi thi n
90 days from the date notice of the dispute is received by the CI TY.
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 payabl e to the CITY by the COM PA NY for such yea-if said
I mprovements ware si tuated on land within the CITY limits(Calculation: Market V al ue of I mprovements x 15%x CITY
tax rate=Fire Protection Fee)will be paid annually; provided,however,that the COM PANY shall not be obl i gated 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 COM PA NY i s a member i n good standi ng of the Ref nery Termi nail Fi re Company, or its
successor, or (i i) the COMPANY satisfies the requirements set forth in Section 775.032(a)(1), (2), and (3) of the Texas
Health and Safety Code and cet-tifiesto the CITY in writing such compliance.
Section 3.06 Calculation d Amount Due.The Cl TY shad I mad l an i nvoi ce to the COM PA NY,whi ch sets forth the amount
of payment i n I i eu of tax owed to the Cl TY cal cud aced i n accordance wi th thi s Agreement.Such i nvoi ce shad I be postmarked
at I east 30 days pri or to the D ue Date def i ned i n Secti on 3.07 bel ow, and shad I be mad I ed to the address shown i n Secti on
10.03 of this Agreement. The calculation shall be made with reference to the exemption for pollution control property in
Secti on 11.31,Texas Property Tax Code,and A rti cl e V 111,Secti on 1-1,Texas Consti tuti on, as same presentl y exi st or may
be hereafter amended,usi ng the M arket V al ue of pol I uti on control equi pment certi f i ed by the CA D. I n addi ti on,al I 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 duri ng the Term hereof(the"Due Date'),ad I PI L OTs provi ded for hereunder and i nvoi ced by the Cl TY i n 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 1st), 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 PI LOTs hereunder,shall be subject
to al I provi si ons of I aw red ati ng to determi nati on of M arket Val ue and taxati on, i ncl udi ng, but not I i mi ted to, I aws rel ati ng
to rendition, assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be
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considered delinquent. Delinquent amounts shall be immediately subject to interest at 12% per annum, compounded
monthly and the COM PA NY shall reimburse the CITY for its costs of col I ecti ons, 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 f i l i ng fee, and provide a f i I e•stamped copy to the COM PA NY.
COMPANY shall remit payment for such filing fee withi n 30 days after being invoiced for the cost of such fi I i ng.
Article4
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 failsto 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 COM PA NY'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 al I damages; or(2)continue this Agreement for its Term and col I ect the payments required hereunder.
Afailureto perform pursuant to thisAgreement will not be considered"material" if such failureto perform does not affect
reporting,payment,annexation,or enforceability of any provision of thisAgreement. Nonetheless,aCOMPANY violation
or failure to perform thisAgreement, 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 i n accordance wi th 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
Cl TY shal I be entitl ed to and have a contractual I ien on the Land and I mprovements whi ch may be fored osed i n the event
of such uncured def aul t(1)j udi ci al I y or(2)extra-j udi ci al I y i n the same manner as a deed of trust under the Texas Property
Code, and for that purpose may appoi nt 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 referenceto any annexation provided for herein),the COMPANY shall providewritten 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 thisAgreement 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 astheCITY specifically performs itsobligations hereunder, under injunctiveorder or otherwise,the
COMPANY shall Conti nue to make the annual payments required by thisAgreement.
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 thisAgreement,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 beafforded 60 dayswithin which to curethealleged 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 enforceabi I ity of
any legal remedies provided in this document and its attachment. Failure of the COMPANY to comply with the Plan of
Curewill beconsidered an additional default of thisAgreement.
Section 4.05 Cumulative Remedies The remedies provided herein arecumulative, none is in lieu of any other, and any
one or more or combination of the same is avai I abl e. Each party, in addition to remedies expressly provided herein is
entitled to any and all other remedies avai I abl a 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
LAI-egal\SHARED\Industrial District Agreements\IDAs2024\ToReviev\Completed4BMageftnTamirdsHok3ngs,L.P.Staidard Form IDAapproved09-032024.docx 7
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 isdeemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the fai l ure
on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may have,will not
be considered awaiver on the part of the COMPANY; provided that if the COMPANY within 4 yearsfrom 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 notwithstanding 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 I imitation in not meant to I i mi t the Cl TY'S
rights under this Agreement to collect from the COMPANY any unpaid PILOT, late penalties and interest associated
therewith,and any costs of col I ecti on including but not I i mi ted to reasonable attorney fees.
Artide 5
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as availabdefrom 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 provi de to CITY a I i sti ng of Geographic ID numbers as avai I abl e
from the applicable CAD or its successor.
Artide 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
shoul d attempt to i ncl ude wi thi n i is I i mi is the L and or property,the CI TY shal I seek a temporary and permanent i nj uncti on
against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other legal action
necessary or advi sabl a under the ci rcumstances.The cost of the I egal acti on shad I be borne equal I y by the Parti es; provi ded,
however,the fees of any speci aI I egal counsel shad I be pai d by the Marty retai ni ng same.
Section 6.02 Termi nation.I f the Cl TY and the COM PA NY are unsuccessful i n obtai ni ng a temporary i nj uncti on enj of ni ng
the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the option of (1)
termi nati ng thi s Agreement, effective as of the date of the annexati on or i ncorporati on i nto the Cl TY,or(2)Conti nui ng to
make the PI L OTs requi red hereunder.Thi s opti on shal I be exerci sed withi n 30 days after the appl i cati on 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 i ncorporati on is attempted, prorated to
the date the temporary i nj uncti on or rel i of i s deni ed, i n a separate i nterest-beari ng escrow account whi ch shal I be hel d by
Cl TY subj ect to the f of I owi ng:
A. If final judgment(after all appellate rev iew, if any, has been exhausted) is entered denying a permanent injunction
and/or upholding the annexati on or incorporation,or afinal settlement or other final disposition of the controversy
allows or uphol ds the annexati on or incorporation,then all of such payments and accrued interest thereon shall be
refunded to the COM PA NY; or
B. I f f i nod j udgment(after al I appel I ate revi ew, if any, has been exhausted) i s entered granti ng a permanent i nj uncti on
and/or i nval i dati ng the annexati on or i ncorporati on,or a f i nal settl ement or other f i nal di sposi ti on of the controversy
allows or upholds the annexation or incorporation,then all of such payments and accrued interest thereon shall be
retail ned for use by the Cl TY.
Artide 7
L:\Legal\SHARED\IrKI iaiDistdctAgreements\IDAs2024\To RevIeN\CompIe1ed4B Magel Ian Terminals Hold ngs,L.P.Standard Form IDA aWoved09-03-2024.docx 8
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 gi ve noti ce 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
wi I I be responsi bl e f or payment hereunder,the COMPANY shad I within 90 days give noti ce to the CITY of said lease,and
this Agreement shall continue in effect as toad I 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 paymentsfor PILOT are up-to-date and said agreement providesfor execution
of documents required by the CI TY to ensure the continued enforceabi I ity of all obl i gati ons of this Agreement in a form
satisfactory to the CITY, acting reasonably. If the COMPANY assigns its payment responsibility to a lessee and
COM PA NY's I essee fai I s to make any required payments after assuming such responsi bi I ity,the COM PA NY 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 Petition for Annexation and Agreement for Provision of Munidpal Services; in substantially the
same form as the one attached as Exhibit C,signed by the buyer before the CITY will consent to the assi gnment.
Section 7.03 Covenant Runningwith the Land.THISAGREEM ENT 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 ASTHE ORIGINAL SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.011 nurement.This Agreement shal I i nure to the benefit of and be binding upon the CITY and the COM PA NY,
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 forcewhether the COM PANY 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 Aff i I i ates of COMPANY who desi re to have the benefits of this agreement execute such
documents as required by the CITY to ensure the enforceabi I ity of all provisions of this agreement, including, but not
I mited to,for all owners of the Land,the attached Petition for Annexation and Agreement for Provision of M unidpal
Services Failure of any owner of the Land to execute this agreement and attached Petition for Annexation and
Agreement for Provision of Municipal Servioeswill constitute default.
Artide 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including, but not I i mi ted 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 normal I y kept in its usual course of business.
Section 9.02 Water Procurement. The COMPANY acknowledges that the CITY provides a regional water system that
i s criti cal to the wel l-being and economic growth of the enti re area and that it is important for each customer to continue
to use the system as its pri nci pal source of water.The COM PA NY agrees to provide six months wri tten notice of any intent
01-egal\SHARED\IndustrialDistrict Agreements\IDAs2024\ToReviev\Completed46Ma3dlanTerminalsHolding%L.P.Standard Form IDA approved 09-032024.docx 9
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 avail abi I i ty of any specified amount or quantity of water, subject to any obligations
that that might apply to the CITY pursuant to state law.
Artide 10
Section 10.01 Severability. In the Event any word,phrase,clause,sentence, paragraph,section,arti cl e 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 i I I egal,invalid or unconstitutional for any reason,then the application, i I I egal i ty, 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 separabl efrom the remainder of this Agreement and the val i dity of the remaining parts
of thisAgreement 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 thi s Agreement are i ncorporated herein
and shall be consi dered 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 fai r meaning and shall not be stri ctl y construed for or against any party.
Section 10.03 Notioes Any noti ce to the COM PA NY or the CI TY 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.4B". Each Party must notify the other Party of any change of address
i n writing.
TotheCITY: City of Corpus Christi-City Manager
1201 Leopard
P.O.Box 9277
Corpus Chri sti,Texas 78469.9277
Phone:361-826-3220
With copiesto City of CorpusChristi Director of Finance
P.O.Box 9277
Corpus Chri sti,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: Magellan Terminals Holdings,L.P. (Owner of the Land and Improvements)
100 W 5Th Street M D 10,
Tulsa,OK 74103
Phone: 918-935-2346
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordancewith 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.
LALegal\SHAREDUr>dustrialDistrict AgreanentsllDAs20241ToReviev\ComplHed48MagellaiTaminals Hold ngs.L.P.Staidad Form IDA approved 09-03.2024.docx 10
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 A ut hor 1 ty; Construction.By acceptance of thi s A greement and/or benef i ts conf erred hereunder,each party
represents and warrants to the other that its undersi gned agents have compl ete and unrestri cted authority to enter i nto thi s
Agreement and to obl i gate and bi nd such party to al I of the terms,covenants and condi ti ons contai ned herei n.The headi ngs
contained in this Agreement are for reference purposes only, are not to be considered apart hereof,and shad I not affect i n
anyway the meaning or interpretation of this Agreement. Unless the context otherwise requires: (i)the word"including"
shall mean"including, but not I i mi ted to," (i i)words used in the singular shall also denote the plural, and words used in
the plural shall also denote the singular, and (i i i) 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
specifi ed.
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 afailure, avoluntary Petition for Annexation and Agreement for Provision of Municipal
Servicesexecuted by al I owners of the Landis attached hereto as Exhibit C and maybe accepted by the CITY for purposes
of annexing the Land in the event that COMPANY fai Is 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 i s approved by the Texas Legislature that will, in the
sole but reasonableand 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 ad I
owners of the Land are i ncl uded i n any annexati on(s). I n the event of annexation pursuant to a bi I I approved by the Texas
L egi sl ature,then the annexation wi I I be subject to the City's agreement to execute a 380 Agreement with COM PANY and
its relevant Affi I i ates for the remai nder of the term of this Agreement, i n the form attached as Exhibit E. I n the event of
such legisl ation,the Parti eswi I I consi der alternative legal arrangements that would preservethe Parties rightsand authority
that would not requirefulI annexation.
The precedi ngparagraph appl i es to any of the COM PA NY's successors,assi gns,or Aff i I i ates provi ded for i n Secti on 8.01,
regardless of ownership or other interest in Land subject to this Agreement, including the provisions related to the 380
Agreement.
I f the L and i s annexed,thi s Agreement wi I I termi nate automati cal I y upon payment of the f i nod PI L OT payment due under
thi s Agreement.Annexation does not absolve the COM PANY of the requi rement to pay any PI LOT that accrued prior to
the date of annexati on under thi s Agreement,and the Cl TY may pursue al I remedi es i n I aw and equity to col I ect such past
due PI LOT payments. Nonetheless, no PI LOT will be due for any year for which the COMPANY is subject to taxation
due to annexation.
Thi s Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government Code§
212.172. The Parties agree that the folIowing 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 CHAFTER43ORWITHOUT THE REQUEST OF THE OWNERS UNDERSECTION 43.0116
OF THE TEXAS LOCAL GOVERNMENT CODE.THIS AGREEMENT OFFERS COM PANY PROTECTION FROM
ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FORTHAT IMMUNITY,THE COMPANY REQUESTS
ANNEXATION THROUGH PETITION IFCOMPANY FAILS TO COM PLY WITH THE REQUI REMENTS OF THIS
AGREEMENT.IN THE EVENT THAT COMPANY TRI GGERSANNEXATI ON UNDER THIS SECTION 10.07,THE
CITY WILL ACCEPT THE ANNEXATION PETITION AND PRESENT AN ANNEXATION ORDINANCE TO CITY
L\Legal\SHARED\IndustridDistdct Agreements\IDAs2024\ToReeiav\Completed46MagellwTerminaisHoldings,L.P.St2ndadFormIDAapproved09-032024.docx 11
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 PAYMENTSAND REFUNDSOR PURSUING REMEDIES UNDERARTICLE 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 i n the I aw regarding annexation shall affect the enforceabi I ity of this Agreement or the CI TY's ability
to annex the L and covered herei n pursuant to the terms of thi s 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 contai ns in lieu of tax payment terms and provisions morefavorable
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 i ncl ude any touri st-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 CI TY's district ETJ,as part of the CI TY'S economic development program.
Exhibits
Exhibit A Geographic I D's& CAD Type& Legal Descriptions of Land subject to thisAgreement
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
LALegal\SHARED\IndustrialDistrict Agreements\IDAs2024\ToRevieMCompleted4BMagelIan Terminals Holdings,L.P.Standad Form IDAapproved09-03-2024.docx 12
t--
EXECUTED this V - day of t)F'C�c-.-,.-, 2024.
CITY OF CORPUS CH RISTI ATTEST:
r
Assistant City Manager City retary
LEGAL FORM APPROVED (� [ �(
I AUTHORIZED
Assistant City Aqtorney for City Attorney BY COUNCIL
I`-R/66
CITY OF CORPUS CH RISTI ACKNOWLEDGM ENT SECRETARY
THE STATE OF TEXAS§
COUNTY OFNUECES §
This instrument was acknowl edged before me on 2024, by
,+ oan y pipe\bey+-,Assistant City Manager of the City of Corpus Chri sti,a Texas home-rul e muni ci pal
corporation, on behalf of said corporation.
EeNo�tarylD#1128028579
RTHA VAZQUEZ
seal( ) ommission Expires
arch 16, 2026
LAND & IMPROVEMENTSOWNER ATTEST:
Ma:
5-A�IS,�J,oldings, L.P. I %�E
5, ll�,L�- � -t—=
Y•
Name: e / � Name: /V(v>4't`
Title: a� Title �a awa G> -
�FG A�
LAND & IMPROVMIA<
NERACKNOWLEDGMENT
THE STATE OFrna §
COUNTY OF §
T is i nstrum t was acknowl edged or me on Z� day of �� 2024, by
J(Lul MON asthe V or of Magellan Terminals Holdings, L.P., a Delaware Limited
Partnership on behalf of said I i mi ted partnership. X�%J%1 i i 1 i i"/1 i1/,,
Gi e under m h n seal of offi e this Za day of 02At6-te A.D., 2024 �:�Q X--OTARy.
(mil) 'N #20004602 N
Notary Public s EXP.04129128:=Q=
puBu�G
QF'OK
L1Leg2ASHAREDUclustrial District Agreeerds\I DAs2024\To Revievv\Completed 413 Magellan Terminals Holdings,L.P.Standard Form IDA approved 09-03-2024.dooc 13
Exhibit A
NueoesCAD Geographic ID's& CAD Type& Legal Descriptionsof Land subject tothisAgreement
Depictions of Land subject to this Agreement
CITY OF CORPUS CHRISTI
INDUSTRIAL DISTRICT
Company Name Magellan Terminal Holdings,L.P. Contract Number 4B
Contact Name: Bryan Mat As of 1111 2025
Telephone: 918-935-2345
Address: 100 W 5th Street MD 10
Address: Tulsa,OK 74103-4298
NCAD Real Property information
Nueces County Appraisal District desarbing the volume and page
Property lD Geographic lD####•####•#### TYPE Zoning Property US' Legal Description number,tlm code number,or county
or Ik•XX#k##k•#k## cterk file number in the Deed Records
of Nu-es County.Texas
536175 9313-OOOD-0841 Land Webb TR 109.841 ACS OUT ALL PARCELS C,D.8 TR 6,AND PART TRS 5,13 PARCEL B Document 2DI5039149
539700 IM-0001742-0630 Personal Property Pipeline Segment
539701 IM-000174240640 Personal Property Pipeline Segment
539702 IM-0001742-0650 Personal Property Pip tineSegment
545223 IM-0001742-0675 Personal Property Pipeline Segment
545224 IM-M1742-0680 Personal Fhoperty Pipeline Segment
545225 IM4)00174240685 Personal Property Pipeline5egment
Land
i
c ::NA(.tl'J.Y IIY\UNAl1:C:U\..
Property Informatlon
S I'v el AZ:
-�•� _r I aY.r a I
I Nr-yt'ea+�mlCnls-i:+
i YM.o:Tarct:F
L:\LegahSHARED\I ndustri d Di stri ct Agreements\I DAs2024\To Reiiav\Completed 48 M agdl an Termi nal s Hd di ngs,L.P.Standard Form l DA approved 09-03-2024.docx 14
Exhibit B Form of Sworn Schedule of Valuesfor Industrial District Agreement No.4B
Asof 1/1/2.02►f
Due 8/31/ iQ 2I-/
COMPANY NAME: MR-1c; P�2 N910(1M55
Contact Name:
Tel ephone:
Address:
GeOWaphic Description Earliest Date that CAD Marks D Did CA 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
aff i xed to the Laid pursuant to Texas by value taxation pursuant to
if Property is an Property Code COMPANY Texas Property
Improvement 11.31? Code11.31
t! - Webb ;r P l53 A10 A)'o 11 ►53 Sa iq
o`aY l /09•g to c
oil Zvl,✓ 'l 6 0 O
DbyD 1 6 019 Nn 114173 O
SD ?-0 N 0 l 11103 0
bG7 2ta 225 2,l� No ?.6 23 O
AV c o
M Ob Zo "1 3 R D /U O iHN p
Total UA7 219
a dul y authori zed off ci al of the above COM PANY, do swear-that the i nformati on
provided is accurate and within my knowledge.
Si gnature Date
Name& Titleof Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
L:\Legal\SHAREDUndustria DiSnct Agreements\IDAs2024\To Reviav\Completed48 Magellan Terminds Holdings,L.P.Sta,dad Form IDA approved09-032024.docx 15
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Chri sti,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
i ncl ude as part of the City of Corpus Christi,Texas,the territory described in Exhi bit A of the I ndustri al District Agreement
to whi ch this document i s attached, and the document description herein i s consi dered 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 ti mber I and 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:
Magellan Terming) of ings, L.P. " SG
gy. off, p �'—Name: C o C l Name F✓l 9Title: 'fix Title 14 -,Oct
LANDOWNERACKNOWL DGMENT
THE STATE OF 0 . §
COUNTY OF 70,S0, §
This instruMXO(-�
acknowledge before me on day of I' � 2024, by
,as the C of Magellan Terminals Holdings, L.P., aDelaware Limited
Partnershi p on behalf of sai d I i mited partnershi p.
G v n under My
an seal of offic this�day ofo�[U'�X.� A.D.,2024
w (seal) I
otary �
Public .� A
\ � SAR �
4602 'N
Q; �2000
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LAI-egal\SHARED\Industrial District A9reanerdsMDAs2024\To RevieN\Completed48 Magill an Terminals Holdings,L.P.St"ad Form IDA approved09-03-2024.docx 16
Exhibit C
Agreement for Provision of M unicipal Services
ThisAgreement for Provision of M uniapal 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"r), and Magellan Terminal
Holdings, L.P. ("Landowner").
WHEREAS,the Landowner has requested that theCity consider annexation of theterritory described in Exhibit
A of the Industrial District Agreement to which this document is attached situated in Nueces County, Texas, which is
herei nafter descri bed as the"L and";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local Government
Code§43,0672 requi res a written agreement for the provi si on of servi ces i n the area fi rst be entered i nto between the City
and Landowner of the Subject Property prior to annexation;
W H EREAS,the City Counci I of the City of Corpus Chri sti,Texas,fi nds and determi nes that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation area
than were i n exi stence i n the annexati on area at the ti me i mmedi ately precedi ng the annexati on 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 i nfrastructure mai ntenance avai I abl e i n other parts of the muni ci pal ity with topography, I and use,
and population density similar to those reasonably contemplated or projected in the area; and
• ad I statutory requi rements for annexati on have been sati sf i ed and the Cl TY i s authori zed by Texas L ocall
Government Code Chapter 43 to annex the L and i nto the Cl TY.
NOW,T H E REFORE,i n cons!derati on of the mutual covenants contai ned herei n,the Cl TY and the L andowner(s)
agree as fol I ows
Section 1. Recitals The Parties hereto acknowledge and agree that the foregoi ng recitals are hereby found to be true and
correct and are hereby adopted by the Parties and made a part hereof for al I purposes.
Section 2.Servioesto be Provided.The folIowing service list represents the provision of services agreed to between the
I andowner of the Property and the Ci ty establ i shi ng a program under whi ch the Ci ty wi I I provi demunicipad 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 Chri sti Pol i ce Department wi I I provi de pol i ce protecti on at the same I evel
of service now being provided to other areas of the City of Corpus Christi, Texas, with si mi I ar
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 Chri sti,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 I evel of service now being provided to other areas of the City of Corpus Christi, Texas, with si mi I ar
topography, land use, and population density.
• 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 si mi I ar topography, land use, and
population density.
L\Legel\SHARED\Irx&istriaiDistrictAgreenents\IDAs2024\ToRevisv\Completed4BMagdlan Terminals Holdings,L.P.Standad Form IDA approved 09.032024.doac 17
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of
Another Water or Wastewater Utility:Water and wasteNaterservicewi I I continuetobeprovided 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 Ci ty 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 CI TY at the ti me of the proposed annexation shall Conti nue to
be maintained by the CITY. Water or wastewater facilitiesthat may bethe property of another municipality or
otherentity shall not bemaintained bytheCity of CorpusChristi unlessthefacilitiesarededicated to and accepted
by the Ci ty of Corpus Chri sti.The current water I i ne mai ns at their existing I ocati ons shal I be avai I abl e f or point
of use extension based upon the current City's standard water extension policies now existing or as may be
amended. On-si to sewage faci I i ti es wi I I be al I owed conti ngent upon the property owner meeti ng al I ci ty,
county, state and federal requirements.
• Operation and M ai ntenance of Roads and Streets, 1ndudingStreet Lighting: Except as varied pursuant to
the Standard 1 ndustrial District Annexation 380 Agreement(if appl i cabl e)attached to the Industrial
Di stri ct Agreement to whi ch thi s document i s attached, The City wi I I mad ntai n publ i c streets, i ncl udi ng road
and street I ighti ng,withi n the annexed area at the same level of service now bei ng 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 al I eyways that may be positi oned i n a ri ght-of-way,roadway,or uti I ity company easement shal I
be mai ntai ned by the appl i cabl e uti I i ty company servi ci ng the City of Corpus Chri stir Texas, pursuant to the rul es,
regul ati ons,and fees of the uti I ity.
• Operation and Maintenance of Parks, Playgrounds and Swimming Pods Currently, there are no public
recreati onal faci I i ti es i n the annexati on area, i ncl udi ng parks, pl aygrounds, or swi mmi ng pool s.
• Operation and M aintenance of any other Publidy-Owned Facility,Building,or Service: Currently,no other
publ i cly owned faci l iti es,bui l di ngs,or servi ces are i dentifi ed i n the annexati on area. I f the City acqui res any such
facilities, buildings, or services within the annexation area, an appropriate City department will provide
mai ntenance 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)i s not appl i cabl a as al I 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 servicesto each area of the City, including the annexed areas, if different characteristics of topography, land
use,and population density are considered asufficient basis for providing different le✓elsof service.
Section 5.Term.Theterm of this Service Agreement is 10 yearsfrom the datethe 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 isfor any reason found to be unenforceable, to the
extent the unenf orceabi I i ty 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 unenforceable provision had
never been a part of the Agreement.Whenever the context requi res,the si ngul ar wi I I i ncl ude the pi ural and neuter i ncl ude
the mascul i ne or feminine gender,and vice versa.
LALegal\SHARED\IndustrialDistrict Agreanents\IDAs2024\ToReviev\Completed48MagellaiTerminalsHoldings,L.P.StandardFormIDAaWoved09-03-2024.docx 18
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas. This
Service Agreement shal I be construed under and in accordance with the I aws 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 heron.
EXECUTED,thisthe day of 2024.
CITY OF CORPUSCHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGM ENT
THE STATE OF TEXAS§
COUNTY OF NUECES §
This instrument was acknowledged before me on 2024, by
Assistant City M anager of the City of Corpus Christi,a Texas home-rule munici pal corporation,
on behalf of said corporation.
(sea])
Notary Publ i c
LANDOWNER ATTEST:
Magellan Terminals of i s, L.P. ANB y: , s'� l Cl-
Name: 5colf Me, v` Name: r q p-, aTitle: Vf '�K�►. r Title ,
LANDOWNER ACFIQW EDGM ENT
THE STATE OF YY1(. §
COUNTY OF § nQ
T is instru ent was acknowledged or me on !i 1 day of �jr�- 2024, by
as the Gl C of MagelIanTermingsHoldings, L.P., a Del aware Limited
Partnershi p on behalf of said I i mited partnershi p.
Gi n under d seal of office this da of A.D., 2024 °���`` �' Hq�1���''%
Y Y
Notary Public (mil) 20004602
_ # N
z EXP. 04129128::
Lkegd\SHARED\IndustdalDistrictAgreeneils\IDAs2024\ToRevierv\Com0eted4BMagdIxTemindsHoldings,L.P.Standad Form IDAaWoved09-032024.docx 19
Exhibit D
Form of Property Supplement to I ndustrial District Agreement Na 4B
This Supplement to I ndustrial District Agreement No.4B(this"Supplement")between CITY OF CORPUS CHRISTI,
TEXAS,a Texas home-rule municipal corporation of Nueces County,Texas,herei nafter cal led the"CITY," and Magellan
Terminals Holdings, L.P.,a Delaware Limited Partnership,Landowner and Improvements Owner, 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 COM PANY below, but this Supplement shal I 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 madeto I ndustrial District Agreement Na 4B(the same, as heretofore amended and as
heretofore supplemented, is herei n cal led the"I ndustrial District Agreement") entered into on 2024, by
and between the COM PA NY 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 COM PANY has
provided the CITY with a revised Exhibit A-Geographic I D's& CAD Type& Legal Descriptionsof Land subject to
this Agreement to the Industrial District Agreement that includes a complete I i sti ng by CAD Geographic ID number-of
such acquired land and any I mprovements thereon.
WH EREAS,i n furtherance thereof,and as provi ded for i n the I ndustri al Di stri ct Agreement,the Cl TY and the COM PA NY
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.4B and all of its exhibits effective as of the Supplement Effective Date. Each party hereto represents and
warrants to the other that its undersi gned agents have complete and unrestricted authority to enter into this Supplement and
all of the exhi bits to the Industrial District Agreement and to obl i gate and bind such party to all of the terms, covenants
and conditi ons contai ned i n al I of those documents.
ENTERED into this day of 20
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
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LANDOWNER ATTEST:
Magellan Terminals Holdings, L.P.
By:
Name: Name:
Title: Title:
LANDOWNER ACKNOW LEDGM ENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024, by
as the of Magellan Terminals Holdings, L.P., aDelaware Limited
Partnership on behalf of said corporation.
Given under my hand and seal of office this day of A.D.,2024
(seal)
Notary Public
I M PROVEM ENTS OWNER ATTEST:
Magellan Terminals Holdings, L.P.
By:
Name: Name:
Title: Title:
I M PROVEM ENTS OWNER ACKNOW LEDGM ENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024, by
,as the of Magellan Terminals Holdings, L.P., a Delaware Limited
Partnership on behad f of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
LALegal\SHAREDVndustdal Distdct AgreementsMDAs20241To RwieN\Completed46 Magellan Terminals Hddings,L.P.Stadad Form IDA apprwed00-032024.docx 21
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 CHRIST[, TEXAS, a Texas home-rule municipal
corporation of NuecesCounty,Texas, hereinafter called the"CITY," and Magellan Terminals Holdings,L.P.,a Delaware
Limited Partnership, Landownerand Improvements Owner, hereinafter collectively calledthe"COMPANY." pursuantto
Chapter 380 of the Texas Local Government Code.
W H EREAS, the COM PA NY or an Affi I i ate thereof desi res to vol untari I y be annexed i nto the Cl TY
I i mi is of Corpus Chri sti and agreed to thi s vol untary annexati on as a conditi on of entry i nto an i ndustri al di stri ct
agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article 111, 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 promoti ng 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 Chri sti and, as such, meets the requirements under Chapter 380 and the CI TY's
establ i shed economic development program, and, f urther, i s i n the best i nterests of the CI TY 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 jobsand the production of new
j obs, and the attraction of new busi nesses; and as descri bed i n thi s Agreement; and
WHEREAS, consistent with Article I 11, Section 52-a of the Texas Constitution, Chapter 380 and other law,
CI TY and the COM PA NY as contempl ated i n thi s Agreement agree to work together to cause the publ i c purposes
of developing and diversifying the economy of the state, reducing unemployment or underemployment in the
state, and devel opi ng or expandi ng transportation or commerce i n the state; and
W H EREAS, to ensure that the benefi is the CI TY provi des under thi s Agreement are utiI ized i n a manner
consistent with Article 111, Section 52-a of the Texas Constitution, Chapter 380 and other law, the COM PANY has
agreed to comply with certain cond i ti ons f or receiving those benefits, and
WHEREAS, the CITY and the COMPANY desireto enter into this Agreement for their mutual benefit;
NOW,THEREFORE,for and in consideration of the foregoing recitalsand of the mutual promises,obligations,covenants
and benefits herei n contai ned, Cl TY and the COM PA NY contract and agree as fol I ows:
Artide 1.General Terms
Section 1.01 Definitions. Thefollowing terms have thefollowing meanings:
a. Aff i I i ates. As used herd n shal I mean: (1) al I compani es wi th respect to whi ch the COM PA NY di rectl y or
i ndi rectl y, through one or more i ntermedi ari es at the ti me i n questi on, owns or has the power to exerd se
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
Secti on 1239(c)of the I nternal Revenue Code of 1986,as amended.
b. Appeal Rebate Date. N i nety days after the termi nati on of the COM PA NY's ri ghts to appeal the val ue of an
appeal ed CA D Geographi c I D A a I awsui t, protest, appeal or other I egal proceedi ng and the COM PA NY's
notification thereof to the CITY.
L1Legal\SHARED\IndustridDistrict Agreaments\IDAs2024\To RevIeN\CompIeted4B Magellan Terminals Holdings,L.P.Standard Form IDA aMoveJ09-03-2024.docx 22
c. Business Personal Property.Taxable tangible personal property, including inventories, located on the Land.
d. CAD.The county appraisal district(either the Nueces County A pprai sal District[NCA D] or the San Patri ci o
County A pprai sal District [SPCA D]) responsible for appraising the Land and Improvements located within
the boundari es of such apprai sal di stri ct.
e. Cal endar Year. A peri od of ti me begi nni ng January 1 and endi ng December 31 i n a numbered year.
f. Exi sting Improvements. Improvements other than New Improvements.
g. I mprovements.As defi ned i n Secti on 1.04(3)of the Texas Tax Code,and shal I al so i ncl ude power generati on
faci I iti es, petroleum and/or chemical refining, processing, extraction or storage faci I iti es, 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 i ncl ude Existing Improvements and New
I mprovements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the I ndustria] District Agreement to which this document is attached.
i. Market Value.Asdetermined and defined by the appl i cabl e CA D.
j. New I mprovement. I mprovements which have been affixed to the Land and Placed in Use for four or fewer
Calendar Yeas.On the fifth calendar year after the New I mprovement has been affixed to the Land or Placed
i n Use, it wi I I be consi dered an Ex sti ng I mprovement.
k. Non-Appeal Rebate Date.April 1 following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxesfor an unappealed CAD Geographic ID,whichever is later
1. R aced i n U se. I mprovements that are compl eted and pl aced i n use and are not I i sted by the appl i cabl e CA D
as Constructi on Work in Progress(CWI P).
Section 1.02 Continuation of Land Use Under Sec.43.002 Local Govt Code; Industrial Use of Land may continue;
Exclusionsfrom City Code Regulatory and Permit Requirements that may limit I ndustrial Use.
a. CITY and COMPANY agreethat Sec.43.002,Tex. Loc. Govt. Code("Sec. 43.002) providesthat CITY may not
prohibit COMPANY from continuing to use I and in the manner in which the I and 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 ti me of annexation for uses that fal I
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 I H(or such other zoning district that permits COM PA NY's
industrial activities),without the need for any additional CITY permits.
b. CITY and COMPANY sti pul ate that,as a matter of law,Sec.43.002 guarantees to COM PA NY the right to use the
Land for Heavy Industrial Uses and other uses that might be authorized within the I zonewithout 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 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"I H" (Heavy Industrial) or equivalent zoning district for purposes of Corpus Christi City
Code Secti on 14-231,including that Section's exemption of I H-zoned Land from the requi rements of the necessity
L:\Legal\SHARED\Industrial District Agreements\IDAs2024\ToReviev\Completed46 Magellan Terminals Holrbrg�L.P.Staridad Form IDAapproved09-03-2024.docx 23
of obtaining bui I ding permits and compliance with the Technical Construction Codes of the CITY.
d. Corpus Christi City Code Section 14-231 currently provides asf ol lows,which termsthe Parties agree and sti pul ate
shall be appl i cabl a 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:
&ate 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 materi al s and other processed materi al s i nto f i ni shed or i ntermedi ate products and to store
equi pment or materi al s used by that i ndustri al f aci I ity.
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 Faci I i ty 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 thetechnical construction code permit exemption if:
1.the faci l i ty or industrial processing unit is i naccessi bl e to the general public;
2.the f aci l i ty or unit is zoned 1 H or occupies a si to of 20 or more conti guous acres;
3.thefacility or structure is not within 150 feet from the 1-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a I i censed professional engineer's observation and
direct supervision. The I i censed 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 outl i ned i n Chapter 14 of the Corpus Chri sti Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
i nstal I ati ons connected to the city water system to the point of the val ves or safety devices to ensure the
connection to a backf low 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 back-flow prevention devices or air gaps
at al I connecti ons to the ci ty water system authori zes the City to refuse to connect or the Ci ty to di sconnect
the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Faci I i ty that fails to test or ti mel y
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,thefollowing 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 notificationsto CITY or permitsto 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.
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(2) Any ordinances, rules, policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of thefollowing codesadopted by theStateof 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 distancefrom the 1-37 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 beapplicableto construction, assembly,disassembly, reassembly, modification, alteration,
or improvement of thefacility 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 providesthesameor greater level of reliability,effectiveness,and easeof 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
al I ow the use of said proposed alternative backflow prevention method unless the CI TY 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 1 i censed professional engineer with expertise in industrial and muni ci pal 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 Duri ng the term hereof, pursuant to this Agreement,the CITY shal I 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 isvalid,and the COMPANY has no right to chalIengethe 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,unlessterminated as herein provided or extended for additional period or periods of time upon mutual consent of the
COM PA NY 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.
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 COM PA NY to the CITY that are attri butabl a to the I mprovements to the Land and the COM PA NY'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:
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a. The"Rei mbursabl e Tax Amount" i s the ad val orem taxes pai d by the COM PA NY to the account of the CI TY
in the f of I owing amounts:
(1) 25.5% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes finally
received from COMPANY on Existing I mprovementsowned 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 pl ace the rei mbursabl a taxes i n a separate account for potenti al rei mbursement to COM PA NY,
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 COM PANY's certification of such no-appeal status for each
CAD Geographic ID.
I n the event of an appeal, the Cl TY wi I I rebate the rei mbursabl a taxes to the COM PA NY 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 Rei mbursement 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 COM PANY's rights to receive funds from the Reimbursement Account will not be
assignable. Attempted assignment, bankruptcy, or insolvency of COMPANY shall terminate the
COM PANY's rights, if any, to the funds i n 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 sol e source of payments by the CITY pursuant to this agreement i s the taxes pai d by the COM PA NY that
are rebatable pursuant hereto.
d. Subject to the different mechanism and ti mi ngs, it i s 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 Rebated' illustrates the
Parties intentions as to how payments and rebates wi I I 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 COM PA NY shall provi de to the CI TY an
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itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B to the Industrial District
Agreement to which this document i s attached, listing all CAD Geographic ID numbers and the val ues related thereto,and
showing all Land, Improvements,and Business Personal Property, owned or controlled by the COM PANY including and
identifying the property to be val ued as part of this Agreement(the"Schedule').COMPANY must i ncl ude i n its Schedul e
of Value the Geographic ID numbers for all Business Personal Property accounts on the Land, whether owned by
COM PA NY or an Aff i I i ate.The Schedul a shal I al so I i st the year any I mprovements were PI aced i n U se. The COM PA NY
has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to the
applicableCAD and,in theevent of appeal,theAppraisal Review Board.Fallureto providetheScheduleto the CITY shall
constitute a wai ver of the ri ght 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 desi gnee,so that the apprai sal process
can be completed i n accordance with al I appl i cable state I aws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of its
properti es by the appl i cabl e CA D for any year or years duri ng the term hereof, i t i s agreed that nothi ng i n thi s Agreement
shad I precl ude the protest, and the COM PA NY steal I have the ri ght to take al I I egal steps des!red to reduce the same. A
reduction of the taxable value will reduce the reimbursable amounts pursuant this agreement. The COMPANY must
cooperate with the Cl TY i n determi ni ng what taxes and accounts are subj ect to protests to ensure the Cl TY i s accuratel y
mai ntai ni ng and di sbursi ng funds i n the Rei mbursement Account.
Section 3.05 Fire Protection.The Cl TY wi I I reduce Cl TY rei mbursement to the COM PA NY i n an amount equal to 15%
of the ad valorem taxes paid to the CITY for the Land; provided, however, that the COM PA NY shad I 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 COM PA NY or i is Aff i I i ate that owns the L and i s a member i n good standi ng of the Ref i nery
Terminal Fire Company, or its successor, or (ii) the COMPANY or its Affiliate that owns the Land satisfies the
requirements set forth in Section 775.032(a)(1),(2),and(3)of theTexas Health and Safety Code and certifiesto the CITY
in wri ti ng such compl i ance.
Section 3.06 Calculation of Amount Due. Within 30 days after request by the COMPANY, following COMPANY's
submi ssi on of taxes pai d and I i sts of accounts determi ned rei mbursabl e by thi s agreement,the Cl TY shad I provi de 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 COM PA NY further agrees to provi de an accurate report of al I amounts paid for ad valorem taxes
on the Land, Existing Improvements thereon, New Improvements thereon, and Business Personal Property thereon and
properl y pay Cl TY ad val orem taxes to on or bef ore January 31 st of each year. Penal ti es and/or i nterest that are pai d by
the COM PANY will not besubject to rebate to the COM PANY.
Artide4. 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
noticethereof 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 CI TY's obligation to pay funds to COMPANY under this Agreement will terminate.
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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 maybe satisfactorily cured.
Thereafter,theallegedly defaulting party will beafforded 60 dayswithin which to curethealleged 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 avai I abl e. Each party, in addition to remedies expressly provided herein is
entitled to any and all other remedies 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 profi is or business interruptions damages.
Article 5. Description of Applicable Property
Section 5.01 Description of Property.The COMPANY agreesto providetheCITY with an updated listing of Geographic
ID numbers,as avai l abl e f rom the appl i cabl e CA D,for property located on the L and,to be attached hereto and incorporated
into the description of the Land on Exhibit A of the Industrial District Agreement to which thisdocument is attached and
supplements thereto,to the extent such Land has been annexed into the territori al I i mits of the City.The COM PA NY must
i ncl ude al I accounts contai ni ng property for whi ch COMPANY proposed to receive rebates of ad val orem taxes pai d 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 COM PANY sel I s or leases al I or a portion of the Land or I mprovements to any entity,
the COM PANY 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 COM PANY to a new owner of Land only with the
prior,written approval of the CITY.TheCITY may chooseto permit assignment and/or requi rethe COM PANY to execute
a ne:w 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 NoThird-Party Beneficiaries,Setoff.Except as specifical ly assigned with permission of theCITY,no entity
other than CITY or COM PANY shall have any right in this agreement or funds due pursuant to this Agreement. Further,
the purpose of this agreement is to i ncentivi ze the Conti nued operation and expansion of COM PANY. If the COM PANY
fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement Account may be
transferred to the Cl TY i n sati sfacti on of any debts to the Cl TY. I n the event that COM PA NY ceases to do busi ness on the
L and,becomes i nsolvent or otherwi se ceases to pay creditors as its debts becomes due,then amounts i n the Re i mbursement
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 COM PANY.
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 Affi I i ates 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.
Artide 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including, but not I i mi ted 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 avai I abl e wi thi n said area. COMPANY shall not be required to maintain records regarding
this requirement other than those normal I y kept in its usual course of business.
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Article 8. M iscellaneous 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 i I l egal, invalid or unconstitutional for any reason, then the application, invalidity or
unconstitutionality of theword, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall
be deemed to be independent of and separabl efrom the remainder of this Agreement and the val i dity of the remai ni ng parts
of this Agreement shad 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 al I of the parties hereto.
Section 8.03 Notices,Any noti ce to the COM PA NY or the CI TY 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 COM PANY must notify the CITY of any change of address in writing. Notices
by a party to the other party hereto,shal I be mad I ed or del i vered as fol I ows:
If to CITY: City Manager,City of Corpus Christi
1201 Leopard
P.O.Box 9277
Corpus Chri sti,Texas 78469 9277
Phone:361-826-3220
Fax:361-826-3845
With copdesto: City of Corpus Christi-City Attorney
1201 Leopard
P.O. Box 9277
Corpus Christi,Texas78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
If to COMPANY: Magellan Terminals Holdings, L.P.
100 W 5Th Street M D 10,
Tulsa,OK 74103-4298
Phone: 918-935-2345
Fax:
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 venuefor 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 i nto this Agreement and
to obl i gate and bi nd such party to al I of the terms,covenants and conditi ons contact ned herei n.The CI TY waives i mmunity
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.
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Article9.Chapter 380 Rebates of City SaleslUse Taxes Paid by Company
Section 9.01 Rebate of City SaleslUse Taxes Each year during the term hereof,the CITY shall rebate a portion of city
sal es/use taxes paid by COM PA NY to the State that are attri butabl a 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 f of I ows, but may be reduced as provided in this agreement, including Section 9.04.
a. The"ReimbursableSales/Use Tax Amount" consistsof 98% of the CITY sales/usetaxespaid by the COMPANY
to the account of the State duri ng a calendar year for the City of Corpus Chri sti City Operations al I ocati on pursuant
to Texas Tax Code 321.101 for any lawful purpose,whi ch is remitted to the CI TY.There wi I I be no reimbursement
to COMPANY from the sales tax al I ocated (now or in the f uture) to a Type A or Type B corporation, a crime
control district,amunicipal development district, amunicipal development corporation, adistrict forfirecontrol,
preventi on or emergency medi cal servi ces or to any other di stri ct, corporati on or enti ty. There wi I I ad so be no
reimbursement to COMPANY from a sales tax for property tax relief,for a sports or community venue project,
for a metropol itan or rapid transit authority,for street mad ntenance,or for any other use that is I i mited by state I aw.
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 pai d to vendors and provi de documentati on, upon Cl TY's request, confi rmi ng 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 Sal es/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.
e. The CI TY'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 COM PA NY'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 f ul I y described in Section 9.02, below, the COMPANY shall provide evidence, satisfactory to the
CITY, of payment of sal es/use taxes on taxable transactions on the Land.
h. The sol e source of payments by the CI TY to COMPANY pursuant to thi s Agreement shall be sales/use taxes pad d
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 thisAgreement,the
COMPANY shall providetotheCITY aSworn Schedule of Sales/UseTax Paid by COMPANY fortheprecedingcalendar
year, utilizing theform attached as Form of Sworn Schedule of SaleslUse Tax Paid by Company. This Schedule shall
document the sal es/use tax pad d by COM PA NY on ad I taxabl a transacti ons on the L and duri ng the precedi ng cal endar year.
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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.
Fai I ure on the part of COMPANY to provide the Schedule to the CITY shad I 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(UseAccount in accordance with this Agreement.
Section 9.04Audits Sales/usetax isaudited periodically by the Comptroller.Theaudit period isoften multiple years and
may result,when fined, in additional sal es/use tax liability or in a refund of previously paid sal es/use tax
a. If COMPANY incurs additional salestuse 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 sal effuse tax payment. Cl TY wi I I not be respond bl e for rei mbursi ng any penal ti es and/or
interest paid by the COM PANY.
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 sal es/use tax refund,the COM PANY must provide to CITY aschedule
si mi I ar to the sal es/use tax refund request detai I i ng the refund transacti ons and amount COM PA NY owes to
the CITY and, upon confirmation of that amount by CITY,shall promptly repay it to CITY.
Secti on 9.05 C ompl lance with Texas T ax Code.The COM PA NY agrees to pay sal es/use taxes due to the State so as not
to be del i nquent under the Texas Tax Code.A ny Penal ti es and/or i nterest pall d by the COM PA NY to the State wi th respect
to city sal es/use Tax will not be subject to rebate to the COMPANY.
N WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed asof the day
Of 20
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 §
Thi s i nstrument was acknowledged before me on 2024, by
,Assistant City Manager of the City of Corpus Christi,a Texas home-rule muni ci pal
corporation,on behalf of said corporation.
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(seal)
Notary Publ i c
LANDOWNER ATTEST:
Magellan Terminals Holdings, L.P.
By:
Name: Name
Title: Title
LANDOWNER ACKNOW LEDGM ENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024, by
,as the of M agel I an Termi nal s Hol di ngs, L.P.,a Del aware Limited
Partnership on behalf of said corporation.
Given under my hand and seal of office this day of A.D., 2024
(seal)
Notary Public
IM PROVEM ENTS OWNER ATTEST:
Magellan Term i nal s H ol di ngs, L.P.
By:
Name: Name:
Title: Title
I PROVEM ENTS OWNER ACKNOW LEDGM ENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of 2024, by
,as the of M agel I an Termi nal s H ol di ngs, L.P.,a Del aware Limited
Partnership on behalf of said corporation.
Given under my hand and seal of office this day of A.D.,2024
(seal)
Notary Public
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Exhibit to 380 Agreement
Worked Examples of Article Payments and Rebates
Assumption: CAD certified taxabl e val ue of singleCAD Geographic ID timesClTY tax rate is$100
Case Case assumptions Paymentsf 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 paysand • $115tax payment • $25.50 into RA,then rebated by
incurs$15 penalty/i nterest Non-Appeal Rebate Date
• Rebate 25.5%
Appeal Filled
D. • COMPANY timely paysfull bill e $100 initial tax payment e 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 remai ni ng$50 rel eased to Cl TY
E • COMPANY timely paysfull bill • $100 initial tax payment • Initial $25.50 into RA
• Appeal cuts value by 50% • Post Appeal: $50 refund e 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 paysfull 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 paysfull 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 paysfull 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 paysfull 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
0
50/o • Post A ppeal: no • Post A ppeal: $50 rebated from
• Appeal cuts value by 50% payment/refund RA by Appeal Rebate Date
• Rebate 100%
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K * COMPANY timely fair pays bill at • $50 initial tax payment • Initial $12.75 into RA
50% . Post Appeal: $50 e 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 e Initial $12.75 into RA
50% e 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/i nterest
• 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 A pp ppeal: $6.375 rebated by
• A ppeal cuts value by 75% issued by A/C and funded Appeal Rebate Data, remaining
• Rebate 25.5% by CITY $6.375 released to CITY
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Exhibit to 380 Agreement
Form of Sworn Schedule of SaleslUse 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 fi I i ng sal es/use tax.
For sales tax paid directly to vendors, a copy of the vendor i nvoi ce detai ling 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 sell es/usetax filing.Additional detail by vendor will be provided if requested by City as necessary
or appropriate f or City to verify payments and/or rei mbursabi I ity.
I, a duly authorized official of the above COMPANY,do swear that the information provided
i s accurate and withi n my know)edge.
Signature Date
Name& Title of Authorized Official
Sworn to and subscribed before me by on thi s day of
(seal)
Notary Publ i c
LALegal\SHARED\IndustrialDistrict Agreements\IDAs2024\TORevIeW\Completed4BMagellarTerminalsHoldings,L.P.StandardFormIDAapproved09-03-2024.dooc 35
Nueces County
Kara Sands
Nueces County Clerk
*VG-50-2024-2024042711*
Instrument Number: 2024042711
Official Public Records
AGREEMENT
Recorded On: December 13, 2024 02:14 PM Number of Pages: 36
" Examined and Charged as Follows: "
Total Recording: $156.00
STATE OF TEXAS
��VNtY COU'pT Nueces County
I hereby certify that this Instrument was filed in the File Number sequence on the date/time
ti printed hereon,and was duly recorded in the Official Records of Nueces County,Texas
o e 2a a
2� S Co Kara Sands
of NUE�� Nueces County Clerk
Nueces County, TX
***********THIS PAGE IS PART OF THE INSTRUMENT
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 2024042711 LEGAL DEPT CORPUS CHRISTI
Receipt Number: 20241213000114 P O BOX 9277
Recorded Date/Time: December 13, 2024 02:14 PM
User: Margarita S CORPUS CHRISTI TX 78469
Station: CLERK03