HomeMy WebLinkAboutC2024-238 - 9/3/2024 - ApprovedDocusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
INDUSTRIAL DISTRICT AGREEMENT NO. 9A
THE STATE OF TEXAS
COUNTY OF NUECES
CITY OF CORPUS CHRISTI
This Industrial District Agreement ("Agreement") is made and entered into under the authority of Section 42.044 of
the Texas Local Government Code, by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources Corpus
Christi, LLC, a Delaware Limited Liability Company, Landowner and Improvements Owner, hereinafter collectively
called the "COMPANY." The CITY and the COMPANY are hereinafter sometimes referred to individually as a
"Party" and collectively as the "Parties."
WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas, to adopt reasonable
measures permitted by law that will tend to enhance the economic stability and growth of the CITY and its environs
by attracting the location of new and the expansion of existing industries therein, and such policy is hereby reaffirmed
and adopted by this City Council as being in the best interest of the CITY and its citizens; and
WHEREAS, the COMPANY is the owner and/or lessee of Land and/or owner of Improvements on land within the
Extraterritorial Jurisdiction (ETJ) of the CITY; and
WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has
enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating
its willingness to enter into Industrial District Agreements with industries located within its ETJ and designating the
specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development
Area No. 2; and
WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958, as amended, reestablished Corpus
Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such
areas "Industrial District No. 1 and Industrial District No. 2" and Ordinance Nos. 030994 and 031145 expanded
Industrial District No. 1, and Ordinance Nos. 031797 and 032720 expanded Industrial District No. 2; and
WHEREAS, Ordinance No. 031721, as amended, established Corpus Christi Industrial District No. 4 in Nueces
County; and
WHEREAS, Ordinance Nos. 031775, 031817, and 033161, as amended, established Corpus Christi Industrial District
Nos. 5, 6, 7, 8, 9, 10, and 11 in the CITY's ETJ in San Patricio County; and
WHEREAS, Industrial District Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, and 11 are collectively referred to as the "Industrial
Districts"; and
WHEREAS, the CITY desires to encourage the updating, expansion and growth of industries within said Industrial
Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and
WHEREAS, the COMPANY desires to minimize its tax burden and avoid regulation by the CITY of the
COMPANY's structures and properties within such Industrial Districts.
NOW, THEREFORE, in consideration of the premises, the mutual agreements of the Parties herein contained and
under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the CITY
referred to above, the CITY and the COMPANY hereby agree as follows:
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Article 1
Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this Agreement,
and subject to the terms and provisions herein, the Land shall retain its extraterritorial status as an Industrial District,
except as otherwise provided in this Agreement. Except as provided otherwise in this Agreement, the CITY further
covenants and agrees that the Land shall be immune from annexation during the Term of this Agreement.
Section 1.02 Limited to Industrial Use. The COMPANY covenants and agrees that during the Term, the
COMPANY will not use or permit the use of the Land and/or Improvements covered by this Agreement for purposes
not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which
the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such
parties holding such similarly situated land. Holding the Land and Improvements for future "industry" use, without
using same for non -industry purposes, does not violate this Section 1.02. If the COMPANY uses, or permits use of,
the Land and/or Improvements covered by this Agreement for purposes not included within the term "industry" as
defined above, then the PILOT to be paid by the COMPANY under this Agreement shall be increased to an amount
equal to 100% of the amount of ad valorem taxes on Land and Improvements, sited on the Land, that would otherwise
be payable to the CITY by the COMPANY if said Improvements were situated on land within the CITY limits of the
CITY. The increase shall be immediately effective for all payments from the inception of this Agreement, and the
COMPANY shall transmit to the CITY within 60 days of being notified by the CITY of the determination of a non -
industry use, subject to the notice and opportunity to cure provided for in Section 4.04, an amount equal to said 100%
of ad valorem taxes from the inception of this Agreement, less any amounts previously paid by the COMPANY to
the CITY under this Agreement, plus penalties and interest as if the amounts were delinquent taxes. The CITY shall
be entitled to its reasonable attorneys' fees and other costs in collecting any of these amounts. In addition, the CITY
shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent
jurisdiction, upon the court's determination that the use is not an "industry" use, requiring that the use be permanently
discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY
shall continue to make payments equal to said 100% of ad valorem taxes on Land and Improvements.
Section 1.03 Annexation Corridor. If any other company within the Extraterritorial Jurisdiction of the CITY fails
to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said
defaulting company is not contiguous with the CITY's boundary, the COMPANY shall, after the CITY provides the
COMPANY with 60 days prior written notice of intent to initiate annexation proceeding, permit the CITY to annex a
suitable strip of land out of the COMPANY' s Land from the CITY' S boundary to the defaulting company's land to
permit its annexation. In the event the CITY must annex a part of the COMPANY's property in order to annex
property owned by third parties, the CITY will annex the absolute minimum amount of the COMPANY's Land legally
necessary to annex such property owned by third parties. The location of such annexed Land shall be subject to the
approval of the COMPANY which approval shall not be unreasonably withheld. The COMPANY and such annexed
Land shall have no right to any CITY services as a result of such annexation; nor shall the CITY extend, by ordinance,
any rules, or regulations to such annexed Land, including, but not limited to, those (a) governing plats and subdivisions
of land, (b) prescribing any building, electrical, plumbing or inspection code or codes, or (c) attempting to exercise in
any manner whatsoever control over the conduct of the COMPANY's business thereon. Such annexed portion of
Land shall remain a part of this Agreement and shall not be subject to CITY taxes, but such annexed Land and any
Improvements thereon shall continue to be included within the in lieu of tax payment. In the event that the need for
an annexation corridor no longer exists, including but not limited to the defaulting company entering into an Industrial
District Agreement, having otherwise met its obligations to the CITY, the CITY agrees to immediately cease any
annexation proceedings related to the annexation corridor over the COMPANY's Land, or within 60 days, take the
steps necessary to complete deannexation proceedings required to remove from the city limits any unnecessary
annexation corridor. If notwithstanding the foregoing provisions of this Section 1.03, any of such annexed portion of
Land or any Improvements or other property located thereon is subject to any CITY taxes with respect to any Calendar
Year during the Term of this Agreement, the CITY shall (i) exclude such annexed portion of Land and any
Improvements and other property located thereon from the calculation of the PILOT due from the COMPANY under
Article 3 for such year, and (ii) as an economic development incentive grant under a program authorized by Chapter
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380 of the Texas Local Government Code, remit (either as an offset against the amount of payment in lieu of tax owed
to the CITY under this Agreement or as a rebate paid to the COMPANY), within 60 days following the CITY's receipt
of proof of payment of such CITY taxes, the portion of such CITY taxes that is in excess of the PILOT that would
have been required to be paid to the CITY under this Agreement with respect to such annexed portion of Land and
any Improvements and other property located thereon had such annexed portion of Land not been annexed.
Section 1.04 City Services. During the Term hereof, pursuant to this Agreement, the CITY shall have no obligation
to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for
by the COMPANY on the date hereof, or as otherwise stated herein.
Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the
option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof.
Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the
Term hereof, with respect to the Land and Improvements and other property located thereon, the CITY shall not
require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions
thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it
will in no way divide the Land or additions thereto without complying with applicable State law and CITY ordinances
governing subdivision of land; (2) excluded from Industry compliance obligations pursuant to Section 1.02 of Exhibit
E; or (3) prescribing any rules governing the method of operation of COMPANY's business, except as to those
regulations relating to the delivery of utility services and industrial waste disposal through CITY -owned facilities.
The COMPANY shall ensure that all of the COMPANY's connections with the CITY water system contain backflow
prevention devices and/or air gaps consistent with the technical criteria referenced in Section 55-96 of the City Code
as said section exists on the signature date of this Agreement and state law, including any periodic certifications
required by the aforementioned provisions of the City Code and state law. Notwithstanding, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will review the
COMPANY's proposed use of an alternative backflow prevention method and determine whether that proposed
method provides the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's
water -connection location as a reduced pressure backflow preventer (assembly). After such review and determination,
CITY and COMPANY will jointly approach the Texas Commission on Environmental Quality (TCEQ) to request
TCEQ review of the proposed alternative backflow prevention method. If TCEQ approves a jointly -proposed
alternative backflow prevention method, then the CITY will allow the use of said proposed alternative backflow
prevention method unless the CITY determines that said proposed alternative backflow prevention method will not
provide the same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water -
connection location as a reduced pressure backflow preventer (assembly). After a written request by COMPANY,
CITY shall provide such determination in writing by a licensed professional engineer with expertise in industrial and
municipal systems that utilize backflow prevention technologies. If the CITY does not respond within 60 days of such
written COMPANY request, then the request for use of said jointly -proposed, TCEQ-approved alternative backflow
prevention method will be deemed approved.
Section 1.07 Definitions. The following terms have the following meanings:
A. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c) of the Internal Revenue Code of 1986, as amended.
B. CAD. The appraisal district (either the Nueces County Appraisal District [NCAD] or the San Patricio
County Appraisal District [SPCAD]) responsible for appraising the portion of the Land and the
Improvements located within the boundaries of such appraisal district.
C. Calendar Year. A period of time beginning January 1 and ending December 31 in a numbered year.
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D. Existing Improvements. Improvements other than New Improvements.
E. Extraterritorial Jurisdiction (ETJ). As defined by Chapter 42 of the Texas Local Government Code, as
amended. The CITY' s existing ETJ includes the unincorporated area that is contiguous to the corporate
boundaries of the CITY and that is located within five miles of those boundaries.
F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
G. Industrial District. The industrial districts designated pursuant to Ordinance Nos. 029958, 031721,
031775, 031797, 031817, 033161, or future ordinance of the CITY, are incorporated herein by reference.
H. Industrial District Agreement. An agreement made and entered into under the authority of Section
42.044 of the Texas Local Government Code.
I. Land. All of the land owned, leased or possessed by COMPANY and located within the Industrial
Districts. Land, in the context of this Agreement includes all land of the COMPANY located in the
Industrial Districts, whether or not it is in included in Exhibit A.
J. Market Value. As determined and defined by the applicable CAD.
K. New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use, it will be considered an Existing Improvement
L. PILOT. Payment in Lieu of Ad Valorem Taxes.
M. Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress (CWIP).
N. Prior Industrial District Agreement. The Industrial District Agreement by and between the CITY and
the COMPANY that expired December 31, 2024.
Article 2
Section 2.01 Term. The term of this Agreement (Term) shall be 15 years from January 1, 2025 to December 31,
2039, unless earlier terminated as herein provided.
Section 2.02 New Agreement or Annexation before Expiration of Term. Prior to July 1, 2039, the COMPANY
shall enter into a new Industrial District Agreement with the CITY or file a voluntary Petition for Annexation of the
Land into the territorial limits of the CITY. The Petition for Annexation pursuant to this section will be in the form
attached as Exhibit C. The annexation may become effective at any time after September 1, 2039. Failure of the
COMPANY to execute and submit a voluntary Petition for Annexation prior to July 1, 2039 shall entitle the City to
(1) file the Petition for Annexation and Agreement for Provision of Municipal Services attached to this agreement
and/or (2) otherwise annex the Land into the territorial limits of the CITY. In the event of annexation due to failure
to enter into a new Industrial District Agreement in 2039, the terms of this Agreement other than restrictions on
annexation, that can be legally applied after annexation will continue to apply until December 31, 2039.
Article 3
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Section 3.01 Payment in lieu of Ad Valorem Taxes (PILOT). Each year during the Term hereof, the COMPANY
shall pay to the CITY:
A. Land. An amount in lieu of tax on the Land (excluding Improvements located thereon) equal to 100% of the
amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to
CITY by COMPANY if the Land were situated within the CITY limits.
B. Existing Improvements. An amount in lieu of tax on Existing Improvements located on the Land equal to
74.5% of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements, which
would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on
land within the CITY limits. For purposes of this calculation, the Existing Improvements will not include the
pollution control improvements that have qualified for exemption from taxation pursuant to Texas Property
Tax Code 11.31.
C. New Improvements. For the first four Calendar Years after a New Improvement is affixed to the land and
Placed in Use, the COMPANY shall pay 0% PILOT for said New Improvement.
D. With respect to any new land acquired by the COMPANY located within an Industrial District, the new land
shall be included in the COMPANY' S land known as the Land, and shall be considered in calculating the in
lieu of tax payment on the Land as of January 1 of the first year following the date which the new land is
acquired by the COMPANY. Within 90 days after the acquisition of new land by the COMPANY, the
COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by the
applicable CAD of the Geographic ID number of the newly acquired land and any Improvements thereon and
promptly after the CITY's receipt of such revised Exhibit A, the CITY and the COMPANY shall each
execute, acknowledge, and deliver to one another a written agreement with respect to such acquired land
substantially in the form of Exhibit D attached hereto to evidence that such land is made subject to the terms
and provisions of this Agreement.
E. With respect to any new land acquired by the COMPANY after January 1, 2025, located within the ETJ of
the CITY, but not in an Industrial District, the COMPANY shall report such purchase to the CITY and the
CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land.
Section 3.02 Company Schedule of Value. On or before August 31st of each year of this Agreement, or upon final
determination of Market Values by the applicable CAD, whichever is later, the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all CAD,
Geographic ID numbers and the Market Values related thereto, and showing all Land and Improvements owned or
controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the
"Schedule") and each exemption applicable to the calculation of taxation on each item of property (specifying
exemptions pursuant to Texas Property Tax Code 11.31). The Schedule shall also list the year any Improvements
were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents
provided by the COMPANY to the applicable CAD and, in the event of appeal, the Appraisal Review Board. Failure
to provide the Schedule to the CITY shall constitute a breach of this Agreement.
Section 3.03 Determination of Value. Subject to the provisions of Section 3.04, in determining the COMPANY'S
annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Market Value
of all Land and Improvements, but not including the Land and/or Improvements that qualify for the exemption for
pollution control property as provided in Texas Property Tax Code Section 11.31 as determined by the applicable
CAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide
information and reports required under this Agreement and under Texas law, rules and regulations to the applicable
CAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws.
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Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the CAD for any year or years during the Term hereof, it is agreed that nothing in this Agreement
shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same
as if the property were located within the CITY. The COMPANY shall notify the CITY of its appeal within 30 days
after its protest of the valuation is submitted to the CAD. Notwithstanding any protest of valuation by the COMPANY
or any non -CAD related billing dispute, the COMPANY agrees to pay to the CITY an initial estimated PILOT, on or
before the Due Date in Section 3.07 below, based on the amount billed by the CITY.
Alternate Estimated PILOT: If the COMPANY files a lawsuit or lawsuits over the value of any of any of its properties
on which the PILOT is calculated and chooses to pay an Alternate Estimated PILOT, then on or before November
1St of the tax year subject to the lawsuit, the COMPANY shall provide written notice to the CITY identifying each
CAD Geographic ID number subject to the lawsuit and the COMPANY's estimate of value and legal basis for each
value. This written notice shall be accompanied by the COMPANY's calculation of:
(1) the total, cumulative PILOT for the tax year subject to the lawsuit, based on the Market Values determined
by the CAD (CAD -determined Market Values for the tax year subject to the lawsuit), and
(2) the total, cumulative PILOT for the tax year subject to the lawsuit, based on the market values estimated
by the COMPANY (COMPANY -determined market values for the tax year subject to the lawsuit), and
(3) the total, cumulative PILOT paid by COMPANY to CITY for the year immediately prior to the tax year
subject to the lawsuit.
If the total cumulative CAD -determined Market Values for the tax year subject to the lawsuit are more than 20%
greater than the total, cumulative CAD -determined Market Values for the immediately prior tax year, then the
COMPANY may pay an Alternate Estimated PILOT, based on the greater of:
(1) the COMPANY -determined market values for the tax year subject to the lawsuit, or
(2) 120% of the total, cumulative PILOT paid by COMPANY to CITY for the tax year immediately prior to
the tax year subject to the lawsuit(s).
When the valuation on said property or any billing dispute has been finally determined, either as the result of final
unappealable judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy,
then within 30 days thereafter, if the PILOT due the CITY is established to be an amount more than the PILOT or
Alternate Estimated PILOT paid by the COMPANY, then COMPANY shall make to the CITY any additional PILOT
due based on the final determination. If, as a result of final unappealable judgment of a court of competent jurisdiction,
or as the result of other final settlement of the controversy, the PILOT due to the CITY is established to be an amount
less than the amount of the PILOT or Alternate Estimated PILOT for that year paid by the COMPANY, the excess in
lieu of tax payment, if any, collected by the CITY shall be returned to COMPANY within 60 days after COMPANY
provides notice and a copy of said final determination. The parties may mutually agree to alternative methods of
reimbursement, such as a credit to the in lieu of tax payments due the next year. Any non -CAD related billing disputes
shall be resolved by the CITY within 90 days from the date notice of the dispute is received by the CITY.
Section 3.05 Fire Protection. With respect to each year during the Term of this Agreement, an additional amount
for CITY fire protection equal to 15% of the amount of ad valorem taxes based upon 100% of the Market Value of
the Improvements located on the Land which would otherwise be payable to the CITY by the COMPANY for such
year if said Improvements were situated on land within the CITY limits (Calculation: Market Value of Improvements
x 15% x CITY tax rate = Fire Protection Fee) will be paid annually; provided, however, that the COMPANY shall
not be obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this
Agreement if either (i) as of January 1 of such year, the COMPANY is a member in good standing of the Refinery
Terminal Fire Company, or its successor, or (ii) the COMPANY satisfies the requirements set forth in Section
775.032(a)(1), (2), and (3) of the Texas Health and Safety Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which sets forth the
amount of payment in lieu of tax owed to the CITY calculated in accordance with this Agreement. Such invoice shall
be postmarked at least 30 days prior to the Due Date defined in Section 3.07 below, and shall be mailed to the address
shown in Section 10.03 of this Agreement. The calculation shall be made with reference to the exemption for pollution
control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as
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same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified
by the CAD. In addition, all amounts other than the 11.31 amount referenced above shall be calculated without
reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995.
Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following
each year during the Term hereof (the "Due Date"), all PILOTs provided for hereunder and invoiced by the CITY in
accordance with Section 3.06 above, without discount for early payment, but subject to Section 3.04. Notwithstanding,
if the CITY sends a late invoice (after January ls`), then the COMPANY will pay the CITY within 30 days after
receipt of the late invoice. This Agreement, and the method of determining and fixing the amount of the PILOTs
hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation, including,
but not limited to, laws relating to rendition, assessment, equalization and appeal. Any invoiced amounts that are not
paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at
12% per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections,
including reasonable attorneys' fees.
Section 3.08 Filing of Industrial District Agreement. After execution, the CITY will file this Agreement with the
applicable County Clerk, invoice the COMPANY for the filing fee, and provide a file -stamped copy to the
COMPANY. COMPANY shall remit payment for such filing fee within 30 days after being invoiced for the cost of
such filing.
Article 4
Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a report or payment due
to the CITY hereunder or a payment due by January 31, 2025 under the Prior Industrial District Agreement,or if the
COMPANY fails to perform any other material obligation incumbent upon the COMPANY to be performed
hereunder or revokes any provision of this Agreement or attachment hereto, and if such default is not fully corrected
within 60 days (or such longer period to the extent required by Section 4.04) after the CITY gives written notice of
said default to the COMPANY, the City shall have the option to either (1) accept the COMPANY's Petition for
Annexation and Agreement for Provision of Municipal Services and commence annexation proceedings, in
accordance with Section 10.07 below, and sue to recover all damages; or (2) continue this Agreement for its Term
and collect the payments required hereunder. A failure to perform pursuant to this Agreement will not be considered
"material" if such failure to perform does not affect reporting, payment, annexation, or enforceability of any provision
of this Agreement. Nonetheless, a COMPANY violation or failure to perform this Agreement, regardless of
materiality shall entitle the City to declare this Agreement in default and commence ordinary annexation proceedings.
Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land and Improvements which may, in
the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below, be
enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes.
Additionally, the CITY shall be entitled to and have a contractual lien on the Land and Improvements which may be
foreclosed in the event of such uncured default (1) judicially or (2) extra judicially in the same manner as a deed of
trust under the Texas Property Code, and for that purpose may appoint a trustee or trustees.
Section 4.03 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance
annexing any of the Land (except with reference to any annexation provided for herein), the COMPANY shall provide
written Notice of Default (clearly labeled as such) to the CITY and COMPANY shall be entitled to enjoin the CITY
from the date of its breach for the balance of the Term of this Agreement from enforcing any annexation ordinance
adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the
COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder,
under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this
Agreement.
Section 4.04 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach
by the COMPANY of any of the terms or conditions of this Agreement, the CITY shall give the COMPANY written
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Notice of Default (clearly labeled as such) specifying the nature of the alleged default, and manner in which the
alleged default may be satisfactorily cured. Thereafter, the COMPANY will be afforded 60 days within which to cure
the alleged default. A default not related to payment that cannot be remedied within 60 days may be subject to a
Plan of Cure that will be considered by the CITY if said Plan is requested in writing to the CITY within 30 days after
CITY sends the Notice of Default. The City will approve a Plan of Cure that cannot be remedied within 60 days
not related to payment if such plan of cure reasonably cures the default in the most expeditious manner possible and
does not harm the enforceability of any legal remedies provided in this document and its attachment. Failure of the
COMPANY to comply with the Plan of Cure will be considered an additional default of this Agreement.
Section 4.05 Cumulative Remedies. The remedies provided herein are cumulative, none is in lieu of any other, and
any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is
in default in any provision of this Agreement, the failure on the part of the CITY to promptly avail itself of the rights
and remedies that the CITY may have, will not be considered a waiver on the part of the CITY; provided that if the
CITY within 4 years from the date of any default by the COMPANY, does not avail itself of the rights or remedies
or elect to terminate this Agreement on account of such default, then such default is deemed waived.
Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the
failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may
have, will not be considered a waiver on the part of the COMPANY; provided that if the COMPANY within 4 years
from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this
Agreement on account of such default, then such default is deemed waived.
Section 4.07 Limitation of Liability. To the fullest extent permitted by law, and not withstanding any other provision
of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or
indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to
limit the CITY' S rights under this Agreement to collect from the COMPANY any unpaid PILOT, late penalties and
interest associated therewith, and any costs of collection including but not limited to reasonable attorney fees.
Article 5
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with a listing of Geographic ID
numbers, as available from the applicable CAD or its successor, to be attached hereto and incorporated herein as
Exhibit A. With respect to COMPANY'S acquisition of new land in the Industrial District, as described in Section
3.01 which becomes included in the Land, COMPANY agrees to provide to CITY a listing of Geographic ID numbers
as available from the applicable CAD or its successor.
Article 6
Section 6.01 Annexation By Another Entity. If any attempt to annex any of the Land owned, used, occupied, leased,
rented or possessed by COMPANY, is made by another municipality, or if the incorporation of any new municipality
should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent
injunction against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other
legal action necessary or advisable under the circumstances. The cost of the legal action shall be borne equally by the
Parties; provided, however, the fees of any special legal counsel shall be paid by the Party retaining same.
Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction
enjoining the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the
option of (1) terminating this Agreement, effective as of the date of the annexation or incorporation into the CITY, or
(2) continuing to make the PILOTs required hereunder. This option shall be exercised within 30 days after the
application for the temporary injunction is denied. If the COMPANY elects to continue the PILOT, the CITY shall
8
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED128666EFD
place future payments hereunder together with part of the payment for the Calendar Year in which the annexation or
incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest -
bearing escrow account which shall be held by CITY subject to the following:
A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent
injunction and/or upholding the annexation or incorporation, or a final settlement or other final disposition of
the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be refunded to the COMPANY; or
B. If final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent
injunction and/or invalidating the annexation or incorporation, or a final settlement or other final disposition
of the controversy allows or upholds the annexation or incorporation, then all of such payments and accrued
interest thereon shall be retained for use by the CITY.
Article 7
Section 7.01 Sale or Lease. If the COMPANY sells all or a portion of the Land or Improvements to any entity, then
the COMPANY shall within 90 days give notice to the CITY of said sale, and this Agreement shall continue in effect
as to all Land and/or Improvements sold. If the COMPANY leases all or a portion of the Land or Improvements to an
entity that will be responsible for payment hereunder, the COMPANY shall within 90 days give notice to the CITY
of said lease, and this Agreement shall continue in effect as to all Land and/or Improvements leased.
Section 7.02 Company's Responsibility for Payment; Assignment. The COMPANY as seller or lessor in a
transaction pursuant to Section 7.01 above, shall remain responsible for any PILOT attributable to the Land or
Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with
the buyer or lessee of such Land or Improvements that the CITY has consented to, in which the buyer or lessee
assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or
Improvements. The CITY will consent to an assignment and assumption agreement if all payments for PILOT are up-
to-date and said agreement provides for execution of documents required by the CITY to ensure the continued
enforceability of all obligations of this Agreement in a form satisfactory to the CITY, acting reasonably. If the
COMPANY assigns its payment responsibility to a lessee and COMPANY's lessee fails to make any required
payments after assuming such responsibility, the COMPANY may, after notice in accordance with Section 4.04, either
make the required payments itself or agree to annexation by petition in accordance with Section 10.07 below.
Effective the date of transfer of the Land to a new owner, the new owner of the Land will execute a Petition for
Annexation and Agreement for Provision of Municipal Services, in substantially the same form as the one attached
as Exhibit C, signed by the buyer before the CITY will consent to the assignment.
Section 7.03 Covenant Running with the Land. THIS AGREEMENT SHALL BE DEEMED COVENANTS
RUNNING WITH THE LAND, AND A MEMORANDUM OF AGREEMENT SHALL BE RECORDED IN THE
REAL PROPERTY RECORDS 'OF NUECES COUNTY, TEXAS AND/OR SAN PATRICIO COUNTY, TEXAS,
AS APPLICABLE. THE COMPANY AND THE CITY ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS BINDING UPON THE CITY AND THE COMPANY AND THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, HEIRS, AND ASSIGNS, AS APPLICABLE, FOR THE TERM OF THIS
AGREEMENT AND CONSTITUTES A COVENANT RUNNING WITH THE LAND. ALL SUCCESSIVE
FUTURE OWNERS OF THE LAND WILL BE TO THE SAME EXTENT BOUND BY AND WILL HAVE THE
SAME RIGHT TO INVOKE AND ENFORCE, THE PROVISIONS OF THIS AGREEMENT AS THE ORIGINAL
SIGNERS OF THIS AGREEMENT.
Article 8
Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the
COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors, assigns, Affiliates
and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns, or in any
9
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
other manner disposes of, either voluntarily or by operation of law, all or any part of the Land, and the agreements
herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension
thereof remains in force. The COMPANY agrees to require any Affiliates of COMPANY who desire to have the
benefits of this agreement execute such documents as required by the CITY to ensure the enforceability of all
provisions of this agreement, including, but not limited to, for all owners of the Land, the attached Petition for
Annexation and Agreement for Provision of Municipal Services. Failure of any owner of the Land to execute this
agreement and attached Petition for Annexation and Agreement for Provision of Municipal Services will
constitute a default.
Article 9
Section 9.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. The COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Section 9.02 Water Procurement. The COMPANY acknowledges that the CITY provides a regional water system
that is critical to the well-being and economic growth of the entire area and that it is important for each customer to
continue to use the system as its principal source of water. The COMPANY agrees to provide six months written
notice of any intent or action to obtain more than ten 10% of its total water needs from any source other than the
CITY. This Agreement does not guarantee to the COMPANY the availability of any specified amount or quantity of
water, subject to any obligations that that might apply to the CITY pursuant to state law.
Article 10
Section 10.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section, article or other part
of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by
any court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application,
illegality, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other
part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and
the validity of the remaining parts of this Agreement shall not be affected thereby.
Section 10.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except
as otherwise provided in the instruments referenced herein. The exhibits attached to this Agreement are incorporated
herein and shall be considered a part of this Agreement for the purposes stated herein. This Agreement may be
amended only by written instrument signed by all of the parties hereto. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.
Section 10.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates shall be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below, with a prominent identification of the title of this Agreement to
which it refers, "INDUSTRIAL DISTRICT AGREEMENT NO. 9A". Each Party must notify the other Party of
any change of address in writing.
To the CITY: City of Corpus Christi -City Manager
1201 Leopard
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: 361-826-3220
With copies to City of Corpus Christi Director of Finance
10
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: 361-826-3105
City of Corpus Christi -City Attorney
1201 Leopard
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: 361-826-3360
If to COMPANY: Flint Hills Resources Corpus Christi, LLC (Owner of the Land & Improvements)
Attn: Tax Manager
P.O. Box 2900
Wichita, KS 67201-2900
Phone: 316-828-3303
With copy to:
Flint Hills Resources Corpus Christi, LLC
Attn: Manufacturing Manager
P.O. Box 2608
Corpus Christi, TX 78409
Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, without regard to any of its conflicts of law principles. This Agreement is to be performed in
Nueces County, Texas, and/or San Patricio County, Texas.
Section 10.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original, and all of which taken together, shall constitute but one and the same instrument, which may be sufficiently
evidenced by one counterpart.
Section 10.06 Authority; Construction. By acceptance of this Agreement and/or benefits conferred hereunder, each
party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter
into this Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein.
The headings contained in this Agreement are for reference purposes only, are not to be considered a part hereof, and
shall not affect in any way the meaning or interpretation of this Agreement. Unless the context otherwise requires: (i)
the word "including" shall mean "including, but not limited to," (ii) words used in the singular shall also denote the
plural, and words used in the plural shall also denote the singular, and (iii) references to the terms "Article," "Section,"
"clause," "Exhibit" and "Schedule" are references to the Articles, Sections, clauses, Exhibits and Schedules of this
Agreement unless otherwise specified.
Section 10.07 Petition for Annexation. Subject to the provisions of Article 4, COMPANY agrees that failure to
timely cure any default in accordance with this Agreement constitutes a petition for annexation of the Land and in
furtherance thereof in the event of such a failure, a voluntary Petition for Annexation and Agreement for Provision
of Municipal Services executed by all owners of the Land is attached hereto as Exhibit C and may be accepted by
the CITY for purposes of annexing the Land in the event that COMPANY fails to timely cure any default in
accordance with this Agreement.
Further, COMPANY agrees that the annexation petition may be accepted by the CITY for purposes of annexing the
Property in the event that, during the Term of this Agreement, a bill is approved by the Texas Legislature that will, in
the sole but reasonable and continuing opinion of the CITY, result in a prohibition of annexation of all or part of the
Land. In addition to the filing of a voluntary Petition for Annexation and Agreement for Provision of Municipal
Services pursuant to this section, the City may pursue such other annexation actions related to the Land as appropriate
11
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
to ensure all owners of the Land are included in any annexation(s). In the event of annexation pursuant to a bill
approved by the Texas Legislature, then the annexation will be subject to the City's agreement to execute a 380
Agreement with COMPANY and its relevant Affiliates for the remainder of the term of this Agreement, in the form
attached as Exhibit E. In the event of such legislation, the Parties will consider alternative legal arrangements that
would preserve the Parties' rights and authority that would not require full annexation.
The preceding paragraph applies to any of the COMPANY's successors, assigns, or Affiliates provided for in Section
8.01, regardless of ownership or other interest in Land subject to this Agreement, including the provisions related to
the 380 Agreement.
If the Land is annexed, this Agreement will terminate automatically upon payment of the final PILOT payment due
under this Agreement. Annexation does not absolve the COMPANY of the requirement to pay any PILOT that
accrued prior to the date of annexation under this Agreement, and the CITY may pursue all remedies in law and equity
to collect such past due PILOT payments. Nonetheless, no PILOT will be due for any year for which the COMPANY
is subject to taxation due to annexation.
This Agreement and the attached documents are authorized and enforceable pursuant to Texas Local Government
Code § 212.172. The Parties agree that the following disclosure is sufficient for purposes of Section 212.172 (b-1) of
the Texas Local Government Code:
THE COMPANY IS NOT REQUIRED TO ENTER INTO THIS AGREEMENT AND HAS CHOSEN TO DO SO
OF ITS OWN FREE WILL. AT THE TIME OF THIS AGREEMENT, THE CITY HAS THE AUTHORITY TO
ANNEX THIS PROPERTY EITHER BY REQUEST OF THE OWNER UNDER SUBCHAPTER C-3 OF TEXAS
LOCAL GOVERNMENT CODE CHAPTER 43 OR WITHOUT THE REQUEST OF THE OWNERS UNDER
SECTION 43.0116 OF THE TEXAS LOCAL GOVERNMENT CODE. THIS AGREEMENT OFFERS COMPANY
PROTECTION FROM ANNEXATION UNDER SECTION 43.0116. IN EXCHANGE FOR THAT IMMUNITY,
THE COMPANY REQUESTS ANNEXATION THROUGH PETITION IF COMPANY FAILS TO COMPLY
WITH THE REQUIREMENTS OF THIS AGREEMENT. IN THE EVENT THAT COMPANY TRIGGERS
ANNEXATION UNDER THIS SECTION 10.07, THE CITY WILL ACCEPT THE ANNEXATION PETITION
AND PRESENT AN ANNEXATION ORDINANCE TO CITY COUNCIL FOR APPROVAL FOLLOWING A
PUBLIC HEARING. NO FURTHER CONSENT OF THE LANDOWNER IS REQUIRED FOR ANNEXATION
BY PETITION.
THE CITY WAIVES IMMUNITY FROM SUIT ONLY FOR PURPOSES OF CHALLENGING AN
ANNEXATION, ADMINISTERING PILOT PAYMENTS AND REFUNDS OR PURSUING REMEDIES UNDER
ARTICLE 4.
Section 10.08 Effect of Future Laws. To the extent allowed by the Constitution and laws of the State of Texas, no
subsequent change in the law regarding annexation shall affect the enforceability of this Agreement or the CITY's
ability to annex the Land covered herein pursuant to the terms of this Agreement.
Section 10.09 Most Favored Nations. If CITY enters into a new Industrial District Agreement, or a renewal of any
Industrial District Agreement, with a landowner which contains in lieu of tax payment terms and provisions more
favorable to the landowner than those in this Agreement, COMPANY and its successors and assigns shall have the
right to either terminate this Agreement or amend this Agreement to contain the more favorable in lieu of tax payment
terms and provisions. For purposes of the immediately preceding sentence, "landowner" shall not include any tourist -
related business or facilities under Section 42.044, Texas Local Government Code.
The foregoing provisions of this Section 10.09 do not preclude the CITY from entering into a onetime, economic
development agreement with any new major employer within the CITY's ETJ, or with any company proposing a
major new investment within the CITY' s district ETJ, as part of the CITY' S economic development program.
Exhibits:
12
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit A Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Exhibit B Form of Sworn Schedule of Values
Exhibit C Petition for Annexation & Agreement for Provision of Municipal Services — to be executed at
time of signatures to Agreement by all Land owners
Exhibit D Form of Property Supplement
Exhibit E Standard Industrial District Annexation 380 Agreement
13
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
EXECUTED this i .2— day of O c c t , 2024.
CITY OF CORPUS CHRISTI
ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant CityAttorney for City Attorney
' 7 l AUTHORIZED
BY COUNCIL
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
9-\156
ECRETARY
This instrument was acknowledged before me on ( p riNhe , 2024, by
Heather Hurlbert, Assistant City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on
behalf of said entity.
(seal)
DS
F46
LAND & IMPROVEMENTS OWNER ATTEST:
Flint Hills Re es Co hristi, LLC
By: N/A
Name: Name: N/A
Title: 5 vntPAr C Title: N/A
LAND & IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF Kansas
COUNTY OF Sedgwick §
St
Tinstrument was acknowledged beforeme on s— day of
Je*
—
MARTHA VAZQUEZ
NotaryID #128028579
My Commission Expires
March 16, 2026
October , 2024, by
, Qj—,as the 5'Ck-s
b ofFlint Hills Resources Corpus
Christi, LLC, a Delaware L[ited Liability Company, on behalf of said entity.
Given under my hand and seal of office this'Is day of October , A.D., 2024
Notai f' ubl iicc �A
(seal)
NOTARY PUBLIC - State of Kansas
AYERIANNE HIBLER
My Appt, Expires April 4, 2026
14
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit A
Nueces CAD Geographic ID's & CAD Type & Legal Descriptions of Land subject to this Agreement
Depictions of Land subject to this Agreement
Company Name: Flint HIE, Resources Corpus Christi. ILO
Contact Name: Tim Shaw
Telephone: 316-828.3303
Address:
Address:
P.0.80[2900
Wichita. KS 67201.2900
CITY OF CORPUS CHRISTI
INDUSTRIAL DISTRICT
Prior Contract Number
oA
Asa -UV 2025
Property ID
Nueces0ounty.
Appraisal District
Geographic ID
tttt-tttt-tttt or
10-ttttttt-tttt
TYPE
Zoning
Property Use
MAD Real Property
Information describing the
volume and page number.
Legal Description Iron:Me In to rip atlon as stated cnl)ue c e s Coomy Appraisal District (NCAD)o-ebsisev.ith land iepicticn s below tan: cede number. or
county clerk file number in
the Deed Records at
Nueces County, Texas
185998
0255-0040.0055
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ASSE SSORS 14AP 136 36.5205 A0S OUT OF 1134 Document 2010040428
185999
02660040.0100
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ASE SSORS 14AP 136. 368.7115 AC50UT OF TR 4. Document 2010040428
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ASSESSORS I -AP 1362.17 AC OUT TR. S. Document 2010040428
186002
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ASSESSORS MAP 136.94 ACOUT OF TR: 5 Document 2010040428
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ASSESSORS MAP 137 1.965 ACS OUT OF TR 11. Document 2010040428
1E6008
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PARKING PARKING LOT
ASSESSORS F1AP 137 BLK 137 10E11 13.334. Document 2022050533
1E6007
0266-0000.0115
Real
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ASSESSORS MAP 13728.2 ACS OUT OF TR 11. Document 2010040428
186033
0266-0002.0100
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ASSESSOR 5 MAP 137.2.73 ACS OUT OF TR B 1FOP14ERLY0267.2-100). Document 2010040428
18€009
0266-0010.0300
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ASSESSORS MAP 13723.4.07 ACS OUT OF TR A OUT OF 85&F A-5725UR Document 2010040428
166010
0266-0010-0305
Real
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ASSESSORS MAP 1373.1 AC8 OUT OF TR A OUT OF BS&F A.572 SUR. Document 2010040426
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186017
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ASSESSORS MAP 137 1.093 AC50 UT OF TR C. Document 2002001198
186020
026652006400
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ASSESSORS MAP 13781.5 ACS OUT OF TR T. Document 2010040428
165024
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200075357
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ASSESSORSI.1AP 135 18.442 AC 5 OUT OF TP A. Document 2010040428
200076436
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ASSESSOR S MAP 13511.749AC5 OUT TR A(AKALEASE TP53 a 4). Document 2014040428
200078441
0267.0001-0220
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ASSESSORS 11AP 13511.08e ACS OUT TRAIAKA LEASE TR51521. Docunxent 2010040428
200078446
0267-0001-0225
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ASSESSORS MAP 135 120.517 AC S OUT TR A. Document 2010040428
26007E451
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Real
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ASSESSORS MAP 135 96234 ACS OUT TR A. Document 2010/140428
1E6028
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ASSESSORS MAP 135 12.97 AC50UT OF IRA. Document 2010040428
186035
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ASSESSORSh1AP 1359.04 A•25 OUT OF TR 5182. Document 2010040428
186038
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ASSESSORS MAP 1388LK, 138 L0T 319.022. Document 2010040428
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ASSESSORS /1AP13E65.3292 ACS OUT OF TR 6&1/PIER7. Document 2010040428
186051
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186052
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186058
0268-0090-0501
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1e8109
186161
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0271-0040.0200
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187159
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AW&ERMAN GARDEN LOTS LT 6. Document 2010040428
187160
0326-0000-0070
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AWKERMAN GARDEN LOTS LT 7. Document 2010440428
220660
1953-0001-0010
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CO`INGTON INDUSTRIAL TRACTS LT T BM 1. Document 2010040428
536500
2440-0001-0010
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FLINT HILLS TRACTPTBLK 1 LOT(SEE 2460-1-15 FOR ICI PORTION).
253054
4095.0000-0010
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2000192(19
7946-0000.3920
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PARKING PARKING LOT
SHEPR5RD H 6 FARM LOTS 1.9884 ACS OUT 7AC TR ITS 39.40. Document 2010040428
200019215
200021226
7946-0000-4010
8057-0000-0010
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SHEPPARD H B FARM LOTS.605 AC OUT OF LT40. Document 2010040428
SIZEMORE INDUSTRIAL 3.707 ACS OUT OF N POR LT1. Document 2010040428
200021229
8057-0000-0011
Real
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LIB LIGHT INDUSTRIAL BLDG
SIZEMORE INDUSTRIAL 2.329ACS OUT OF S PO LT 1. Document 2010040428
200021232
8057.0000-0100
Real
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SIZEMORE INDUSTRIAL 1.589 ACS OUT OF S POR LT 1. Document 2010040428
200021337
8067-0000-0020
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SLA2IK MARY KIRKHHAI.I JR TR LT 2. Document 2010040428
200031FA3
8319.0000-0010
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SOUTHWESTERN OIL REF TR& THE OF PONTIAC TR 78.391ACS. Document 2010040428
200032490
8354-0001-0000
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SPURLOCK 8LK A 15.083 ACS. Document 2010040425
266033350
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200101730
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200078367
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Personal
TCEQ EXEMPT (1994-2022).
20203443
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TANKAGE (CO & CC LSD)
20203449
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20404899
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20203457
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20203459
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15
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
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16
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
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17
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED1213666EFD
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18
Docusign Envelope ID: 00A87F1B-71113-4688-ADE3A-7ED12B666EFD
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19
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
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20
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED126666EFD
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21
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit B Form of Sworn Schedule of Values for Industrial District Agreement No. 9A
As of 1/1/
Due 8/31/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Geographic
MN
Description
Earliest Date that
Property was first
placed in use or
affixed to the Land
if Property is an
Improvement
CAD Market
Value
Did CAD declare
property exempt
from taxation
pursuant to Texas
Property Code
11.31?
COMPANY
valuation in
Lawsuit filed
by
COMPANY
Prior year
CAD
Market
value
Did CAD declare
prior year property
exempt from
taxation pursuant to
Texas Property
Code 11.31
Total
I, , a duly authorized official of the above COMPANY, do swear that the
information provided is accurate and within my knowledge.
Signature
Name & Title of Authorized Official
Sworn to and subscribed before me by
Notary Public
Date
(seal)
on this day of
22
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
Exhibit C
Petition for Annexation
To: The City Council of The City of Corpus Christi, Texas:
The undersigned Landowner(s) of the hereinafter described tract of Land, which is without residents, request the City
Council of the City of Corpus Christi, Texas, to extend the present city limits of the City of Corpus Christi, Texas, to
include as part of the City of Corpus Christi, Texas, the territory described in Exhibit A of the Industrial District
Agreement to which this document is attached, and the document description herein is considered incorporated herein.
We certify that this Land is not appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Texas Tax Code, Chapter 23, Subchapters C or D, as they may be amended or as timber land under
Subchapter E of that chapter as it may be amended.
Attached hereto is the Agreement for Provision of Municipal Services, fully executed by all of the undersigned
Landowner(s). This Petition for Annexation of the above -described tract of land is intended to be signed and duly
acknowledged by each and every owner of said Land.
DS
LANDOWNER [Tt5
Flint Hills Res Coopu h isti, LLC
By:
ATTEST:
Name: \e ' CVtSCC � Name:
Title:
Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF Kansas
COUNTY OF Sedgwick
N/A
N/A
N/A
is instrumer was acknowledged before me on 2�StdaX o
, as the VrTS:A
Corpus Christi, LLC, Limited Liability Company,
ven under my hand and seal of office this L.1 day of
(seal)
Notublic
October , 2024, by
(Eh of Flint Hills Resources
on behalf of said entity.
October , A.D., 2024
NOTARY PUBLIC - State of Kansas
AYERIANNE HIBLER
My Appt, Expires April 4, 2026
23
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit C
Agreement for Provision of Municipal Services
This Agreement for Provision of Municipal Services ("Service Agreement") pursuant to Texas Local Government
Code §43.0672, as amended is entered into by and between the City of Corpus Christi ("CITY"), and Flint Hills
Resources Corpus Christi, L.L.0 ("Landowner").
WHEREAS, the Landowner has requested that the City consider annexation of the territory described in
Exhibit A of the Industrial District Agreement to which this document is attached situated in Nueces County, Texas,
which is hereinafter described as the "Land";
WHEREAS, the CITY intends to institute annexation proceedings for the Land, and Texas Local
Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into
between the City and Landowner of the Subject Property prior to annexation;
WHEREAS, the City Council of the City of Corpus Christi, Texas, finds and determines that:
• this Agreement will not provide any fewer services or a lower level of services in the annexation
area than were in existence in the annexation area at the time immediately preceding the
annexation process, and
• this Agreement for Provision of Municipal Services will provide the Land with a level of service,
infrastructure, and infrastructure maintenance that is comparable to the level of service,
infrastructure, and infrastructure maintenance available in other parts of the municipality with
topography, land use, and population density similar to those reasonably contemplated or
projected in the area; and
• all statutory requirements for annexation have been satisfied and the CITY is authorized by Texas
Local Government Code Chapter 43 to annex the Land into the CITY.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the CITY and the
Landowner(s) agree as follows:
Section 1. Recitals. The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true
and correct and are hereby adopted by the Parties and made a part hereof for all purposes.
Section 2. Services to be Provided. The following service list represents the provision of services agreed to between
the landowner of the Property and the City establishing a program under which the City will provide municipal
services to the Subject Property as required by Texas Local Government Code §43.0672, which will be provided at
a level consistent with services levels provided to other similarly situated areas within the City.
• Police Protection: The Corpus Christi Police Department will provide police protection at the same
level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar
topography, land use, and population density.
• Fire Protection: Except as varied pursuant to the Standard Industrial District Annexation 380
Agreement (if applicable) attached to the Industrial District Agreement to which this document is
attached, the Corpus Christi Fire Department will provide fire protection and suppression at the same level
of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography,
land use, and population density.
• Emergency Medical Service: The Corpus Christi Fire Department will provide emergency medical
services at the same level of service now being provided to other areas of the City of Corpus Christi, Texas,
with similar topography, land use, and population density.
24
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
• Solid Waste Collection: Solid waste collection and services will be provided at the same level of service
now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use,
and population density.
• Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area
of Another Water or Wastewater Utility: Water and wastewater service will continue to be provided in
accordance with the Corpus Christi Code of Ordinances, Corpus Christi Unified Development Code, Utility
Department Policies, and engineering standards at the same level of service now being provided to other
areas of the City of Corpus Christi, Texas, with similar topography, land use, and population density,
provided the service is not currently served by another utility through existing facilities located within or
adjacent to the area. Water or wastewater facilities owned or maintained by the CITY at the time of the
proposed annexation shall continue to be maintained by the CITY. Water or wastewater facilities that may
be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi
unless the facilities are dedicated to and accepted by the City of Corpus Christi. The current water line mains
at their existing locations shall be available for point of use extension based upon the current City's standard
water extension policies now existing or as may be amended. On -site sewage facilities will be allowed
contingent upon the property owner meeting all city, county, state and federal requirements.
• Operation and Maintenance of Roads and Streets, including Street Lighting: Except as varied
pursuant to the Standard Industrial District Annexation 380 Agreement(if applicable)attached
to the Industrial District Agreement to which this document is attached, The City will maintain public
streets, including road and street lighting, within the annexed area at the same level of service now being
provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use, and
population density. Any and all lighting of roads, streets, and alleyways that may be positioned in a right-
of-way, roadway, or utility company easement shall be maintained by the applicable utility company
servicing the City of Corpus Christi, Texas, pursuant to the rules, regulations, and fees of the utility.
• Operation and Maintenance of Parks, Playgrounds and Swimming Pools: Currently, there are no public
recreational facilities in the annexation area, including parks, playgrounds, or swimming pools.
• Operation and Maintenance of any other Publicly -Owned Facility, Building, or Service: Currently, no
other publicly owned facilities, buildings, or services are identified in the annexation area. If the City
acquires any such facilities, buildings, or services within the annexation area, an appropriate City department
will provide maintenance services.
Section 3. Schedule of Services. In accordance with Texas Local Government Code § 43.0672(c), no other services
are contemplated by this Service Agreement and a schedule for future services as contemplated by Texas Local
Government Code § 43.0672(b) is not applicable as all services identified herein will be provided upon the effective
date of annexation.
Section 4. Level of Service. Nothing in this Service Agreement shall require the City to provide a uniform level of
full municipal services to each area of the City, including the annexed areas, if different characteristics of topography,
land use, and population density are considered a sufficient basis for providing different levels of service.
Section 5. Term. The term of this Service Agreement is 10 years from the date the annexation is effective.
Section 6. Vested Rights Claims. This Service Agreement is not a permit for the purposes of Texas Local
Government Code Chapter 245.
Section 7. Legal Construction. No subsequent change in the law regarding annexation shall affect the enforceability
of this Service Agreement. If any provision in this Service Agreement is for any reason found to be unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable
25
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
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 requires, the singular will
include the plural and neuter include the masculine or feminine gender, and vice versa.
Section 8. Venue and Applicable Law. Sole venue for this Service Agreement shall be in Nueces County, Texas.
This Service Agreement shall be construed under and in accordance with the laws of the State of Texas.
Section 9. Authority. This Service Agreement binds and inures to the benefit of the CITY, LANDOWNER, and their
successors and assigns. Each party further warrants that each signatory to this Service Agreement is legally authorized
to bind the respective individual or entity for the purpose established herein.
EXECUTED, this the day of , 2024.
CITY OF CORPUS CHRISTI ATTEST:
Assistant City Manager City Secretary
LEGAL FORM APPROVED
Assistant City Attorney for City Attorney
CITY OF CORPUS CHRISTI ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on , 2024, by
, Assistant City Manager of the City of Corpus Christi, a Texas home -rule municipal
corporation, on behalf of said entity.
(seal)
Notary Public
DS
LANDOWNER L.-6 ATTEST:
Flint Hills Re . o' es C s hristi, LLC
By: /�
Name:Z,r �� t Name: N/A
Title: Title: N/A
N/A
LANDOWNER ACKNOWLEDGMENT
THE STATE OF Kansas
COUNTY OF Sedgwick This instrume was acknowledged before e on 1 S+day of October , 2024, by
Jr�t 1(�S , ast the X r % CiFD of Flint Hills Resources Corpus
Christi, LLC, a Delaware Ld Liability Company, on behalf of said entity.
Given under my hand and seal of office this GS day of
(seal)
otary 't ' blic
October , A.D., 2024
NOTARY PUBLIC - State of Kansas
AYERIANNE HIBLER
My Appt. Expires April 4, 2026
26
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
Exhibit D
Form of Property Supplement to Industrial District Agreement No. 9A
This Supplement to Industrial District Agreement No. 9A (this "Supplement") between CITY OF CORPUS
CHRISTI, TEXAS, a Texas home -rule municipal corporation of Nueces County, Texas, hereinafter called the
"CITY," and Flint Hills Resources Corpus Christi, LLC, a Delaware Limited Liability Company, Landowner, Flint
Hills Resources Corpus Christi, LLC, a Delaware Limited Liability Company, 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 COMPANY below, but this Supplement shall be
effective on the date on which the land described in the attached Description of Additional Land attached hereto
was acquired by the COMPANY (the Supplement Effective Date").
WHEREAS, reference is hereby made to Industrial District Agreement No. 9A (the same, as heretofore amended
and as heretofore supplemented, is herein called the "Industrial District Agreement") entered into on
2024, by and between the COMPANY and the CITY; and
WHEREAS, the COMPANY has acquired the land described by the applicable CAD Geographic ID number in the
Description of Additional Land attached hereto which is located within an Industrial District, and, the COMPANY
has provided the CITY with a revised Exhibit A - Geographic ID's & CAD Type & Legal Descriptions of Land
subject to this Agreement to the Industrial District Agreement that includes a complete listing by CAD Geographic
ID number of such acquired land and any Improvements thereon.
WHEREAS, in furtherance thereof, and as provided for in the Industrial District Agreement, the CITY and the
COMPANY desire to execute and deliver this Supplement to evidence that such acquired land is made subject to the
terms and provisions of the Industrial District Agreement.
NOW, THEREFORE, for and in consideration of the covenants and agreements contained herein and in the Industrial
District Agreement, the CITY and the COMPANY hereby agree that the land described on the attached Description
of Additional Land is hereby designated to be and constitutes additional Land for purposes of the Industrial District
Agreement No. 9A and all of its exhibits effective as of the Supplement Effective Date. Each party hereto represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Supplement and all of the exhibits to the Industrial District Agreement and to obligate and bind such party to all of
the terms, covenants and conditions contained in all of those documents.
ENTERED into this day of
, 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 entity.
(seal)
27
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
Notary Public
LANDOWNER ATTEST:
Flint Hills Resources Corpus Christi, LLC
By: By:
Name: Name:
Title: Title:
LANDOWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 20_, by
, as the of Flint Hills Resources
Corpus Christi, LLC, a Delaware Limited Liability Company, on behalf of said entity.
Given under my hand and seal of office this day of _ _, A.D., 20i
Notary Public
(seal)
IMPROVEMENTS OWNER ATTEST
Flint Hills Resources Corpus Christi, LLC
By:
Name: Name:
Title: Title:
IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 20_, by
as the of Flint Hills Resources Corpus
Christi, LLC , a Delaware Limited Liability Company, on behalf of said entity.
Given under my hand and seal of office this day of , A.D., 20_.
(seal)
Notary Public
28
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit E
Standard Industrial District Annexation 380 Agreement
This Agreement ("Agreement") is made and entered into as of
(the "Effective Date"), by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule
municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Flint Hills Resources Corpus
Christi, LLC, a Delaware Limited Liability Company, Landowner, a Delaware Limited Liability Company and
Improvements Owner, hereinafter collectively called the "COMPANY." pursuant to Chapter 380 of the Texas Local
Government Code.
WHEREAS, the COMPANY or an Affiliate thereof desires to voluntarily be annexed into the CITY
limits of Corpus Christi and agreed to this voluntary annexation as a condition of entry into an industrial
district agreement with CITY; and
WHEREAS, the CITY has established a program in accordance with Article III, Section 52-
a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ("Chapter 380") under
which the CITY has the authority to make loans or grants of public funds for the purposes of promoting
local economic development and stimulating business and commercial activity within the CITY; and
WHEREAS, the CITY has concluded and hereby finds that this Agreement promotes economic
development in the CITY of Corpus Christi and, as such, meets the requirements under Chapter 380 and the
CITY's established economic development program, and, further, is in the best interests of the CITY and
COMPANY; and
WHEREAS, the CITY recognizes the positive economic impact that the COMPANY's investment
in COMPANY's industrial facility will bring to the CITY through development and diversification of the economy,
reduction of unemployment and underemployment through the retention of existing jobs and the production of
new jobs, and the attraction of new businesses; and as described in this Agreement; and
WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other
law, CITY and the COMPANY as contemplated in this Agreement agree to work together to cause the
public purposes of developing and diversifying the economy of the state, reducing unemployment or
underemployment in the state, and developing or expanding transportation or commerce in the state; and
WHEREAS, to ensure that the benefits the CITY provides under this Agreement are utilized in a
manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the
COMPANY has agreed to comply with certain conditions for receiving those benefits, and
WHEREAS, the CITY and the COMPANY desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained, CITY and the COMPANY contract and agree as follows:
Article 1. General Terms
Section 1.01 Definitions. The following terms have the following meanings:
a. Affiliates. As used herein shall mean: (1) all companies with respect to which the COMPANY directly
or indirectly, through one or more intermediaries at the time in question, owns or has the power to
exercise control over 50% or more of the stock having the right to vote for the election of directors; or
(2) all corporations (or other entities) controlled by or under common control with the Company as
contemplated by Section 1239(c) of the Internal Revenue Code of 1986, as amended.
29
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
b. Appeal Rebate Date. Ninety days after the termination of the COMPANY's rights to appeal the value
of an appealed CAD Geographic ID via lawsuit, protest, appeal or other legal proceeding and the
COMPANY' s notification thereof to the CITY.
c. Business Personal Property. Taxable tangible personal property, including inventories, located on the
Land.
d. CAD. The county appraisal district (either the Nueces County Appraisal District [NCAD] or the San
Patricio County Appraisal District [SPCAD]) responsible for appraising the Land and Improvements
located within the boundaries of such appraisal district..
e. Calendar Year. A period of time beginning January 1 and ending December 31 in a numbered year.
f. Existing Improvements. Improvements other than New Improvements.
g•
Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power
generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities,
structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines
on, under, or across the land which are owned by COMPANY. Improvements include Existing
Improvements and New Improvements.
h. Land. "Land" shall mean the land owned by the COMPANY or its Affiliate described in Exhibit A
attached to the Industrial District Agreement to which this document is attached.
i. Market Value. As determined and defined by the applicable CAD.
j•
k.
1.
New Improvement. Improvements which have been affixed to the Land and Placed in Use for four or
fewer Calendar Years. On the fifth calendar year after the New Improvement has been affixed to the
Land or Placed in Use, it will be considered an Existing Improvement.
Non -Appeal Rebate Date. April 1 following the relevant tax year or 60 days following the COMPANY's
payment of ad valorem taxes for an unappealed CAD Geographic ID, whichever is later
Placed in Use. Improvements that are completed and placed in use and are not listed by the applicable
CAD as Construction Work in Progress (CWIP).
Section 1.02 Continuation of Land Use Under Sec. 43.002 Local Govt Code; Industrial Use of Land may
continue; Exclusions from City Code Regulatory and Permit Requirements that may limit Industrial Use:
a. CITY and COMPANY agree that Sec. 43.002, Tex. Loc. Govt. Code ("Sec. 43.002) provides that CITY may
not prohibit COMPANY from continuing to use land in the manner in which the land was being used on the
date the annexation proceedings were instituted. Subject to rights existing under Sec. 43.002, COMPANY
and CITY mutually stipulate that the Land annexed into the City was being used at the time of annexation
for uses that fall within the Heavy Industrial (IH) zoning district under the Corpus Christi City Code. CITY
will, after a COMPANY request that cites this provision, promptly initiate and pursue a zoning case for the
Land, without zoning fees being assessed to COMPANY, to be zoned IH (or such other zoning district that
permits COMPANY's industrial activities), without the need for any additional CITY permits.
b. CITY and COMPANY stipulate that, as a matter of law, Sec.43.002 guarantees to COMPANY the right to
use the Land for Heavy Industrial Uses and other uses that might be authorized within the IH zone without
the necessity for additional licenses, certificates, permits, approvals, or other forms of authorization, including
but not limited to Conditional Use Permits or Special Use Permits To the extent that any court, board,
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commission, or other entity proposes or requests any permits or other authorizations be required as a result
of annexation into the City limits, the CITY agrees to support, and if requested, request the issuance of such
permits or other authorizations.
c. CITY stipulates that, during the term of this Agreement and as a provision of this Agreement, the entirety of
the Land will be treated as "IH" (Heavy Industrial) or equivalent zoning district for purposes of Corpus Christi
City Code Section 14-231, including that Section's exemption of IH-zoned Land from the requirements of
the necessity of obtaining building permits and compliance with the Technical Construction Codes of the
CITY.
d. Corpus Christi City Code Section 14-231 currently provides as follows, which terms the Parties agree and
stipulate shall be applicable to new construction on the Land except as otherwise provided in this Section
1.02:
Section 105.1.4 Building Permit Exemptions:
(a) Definitions. For the purposes of this section:
State or Federal Facility means a facility owned or managed by the State of Texas or the federal
government.
Industrial Facility means a facility used to manufacture, compound, package, process, refine, sort,
test, and treat raw materials and other processed materials into finished or intermediate products and
to store equipment or materials used by that industrial facility.
Agricultural Facility means any structure on a tract of land larger than 10 acres used exclusively in
connection with ranching or agricultural use, excluding structures used for residential, commercial,
or industrial purposes.
(b) Exemption. A State or Federal Facility, Industrial Facility, or Agricultural Facility may claim an
exemption from the City's requirement for technical construction code permits if all connections
between the aforesaid facility and the city water system are equipped with a backflow prevention
device or air gap.
(c) An Industrial Facility can only claim the technical construction code permit exemption if:
1.the facility or industrial processing unit is inaccessible to the general public;
2.the facility or unit is zoned IH or occupies a site of 20 or more contiguous acres;
3.the facility or structure is not within 150 feet from the I-37 right-of-way; and
4.the construction, assembly, disassembly, reassembly, modification, alteration, or
improvement of the facility or unit is under a licensed professional engineer's observation
and direct supervision. The licensed professional engineer will certify that all
improvements meet the intent or spirit of the City's technical construction codes and life
safety criteria for the occupancy as outlined in Chapter 14 of the Corpus Christi Code.
(d) The building official and/or Corpus Christi Water representative has the right to inspect any
installations connected to the city water system to the point of the valves or safety devices to ensure
the connection to a backflow prevention device or air gap.
(e) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that does not have the
required technical construction code permits and does not install backflow prevention devices or air
gaps at all connections to the city water system authorizes the City to refuse to connect or the City
to disconnect the connection from the city water supply system.
(f) Any State or Federal Facility, Industrial Facility, or Agricultural Facility that fails to test or
timely provide test results or maintain the required backflow prevention device in good operating
condition authorizes the City to refuse to connect or the City to disconnect the connection from the
city water supply system.
e. Prior to annexation, none of the Land was subject to CITY ordinances; therefore, it is the intent of the Parties
that no part of the Corpus Christi Code of Ordinances shall have the effect of disrupting the industrial
operations of COMPANY. Accordingly, the following provisions of the Corpus Christi City Code and other
rules and policies of CITY will not apply to the Land:
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(1) Any provision of Chapter 13 or 14 of the City Code requiring notifications to CITY or permits to be
issued by CITY, other than:
(a) Section 105.1.4 of Section 14-231 of the City Code, except as modified in this section, and
(b) Article V (Flood Hazard Prevention Code) of Chapter 14 of the City Code, as amended and/or
renumbered.
(2) Any ordinances, rules, policies, or other regulatory provisions of CITY addressing a field or area of
regulation occupied by a provision of the following codes adopted by the State of Texas: Agricultural
Code, Finance Code, Insurance Code, Labor Code, Natural Resources Code, and Occupations Code.
(3) The provision of Section 105.1.4(c)(3), set out above, regarding a minimum distance from the I-37
right-of-way may be modified administratively for good cause upon application to the CITY Director of
Development Services (or the successor to that position.)
(4) The provision of Section 105.1.4(c)(4), set out above, regarding certification by a licensed
professional engineer shall not be applicable to construction, assembly, disassembly, reassembly,
modification, alteration, or improvement of the facility or unit provided that COMPANY represents in
writing to the CITY Director of Development Services (or the successor to that position) that COMPANY
conducts its operations in accordance with currently applicable industry standards and codes. This
provision does not require COMPANY to make any written representation to CITY about its maintenance
and operations (such as assembly, disassembly, modification, or alteration) that would not otherwise fall
within CITY technical construction codes.
(5) The provisions of Sec. 105.1.4 (d), (e) and (f) are modified to provide that, upon COMPANY'S
request citing this section and obligation, the CITY's director of water or authorized equivalent will
review the COMPANY's proposed use of an alternative backflow prevention method and determine
whether that proposed method provides the same or greater level of reliability, effectiveness, and ease of
verifiability at or near the City's water -connection location as a reduced pressure backflow preventer
(assembly). After such review and determination, CITY and COMPANY will jointly approach the Texas
Commission on Environmental Quality (TCEQ) to request TCEQ review of the proposed alternative
backflow prevention method. If TCEQ approves a jointly -proposed alternative backflow prevention
method, then the CITY will allow the use of said proposed alternative backflow prevention method unless
the CITY determines that said proposed alternative backflow prevention method will not provide the
same or greater level of reliability, effectiveness, and ease of verifiability at or near the City's water -
connection location as a reduced pressure backflow preventer (assembly). After a written request by
COMPANY, CITY shall provide such determination in writing by a licensed professional engineer with
expertise in industrial and municipal systems that utilize backflow prevention technologies. If the CITY
does not respond within 60 days of such written COMPANY request, then the request for use of said
jointly -proposed, TCEQ-approved alternative backflow prevention method will be deemed approved.
Section 1.03 Annexation and City Services. During the term hereof, pursuant to this Agreement, the CITY shall
have no obligation to extend to the Land any utilities or other CITY services, except for services that are being
provided to and paid for by the COMPANY on the Effective Date, or as otherwise stated herein. The COMPANY
agrees and stipulates that the annexation is valid, and the COMPANY has no right to challenge the annexation of the
Land by the CITY.
2. Term
Section 2.01 Term. This Agreement shall be effective upon annexation of the Land and continue until December 31,
2039, unless terminated as herein provided or extended for additional period or periods of time upon mutual consent
of the COMPANY and the CITY as provided by the Local Government Code. If this agreement becomes effective
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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 COMPANY to the CITY that are attributable to the Improvements to the Land and the
COMPANY'S Business Personal Property on the LAND. The payment obligation is more specifically described as
follows, but may be reduced as provided in this agreement, notably Sections 3.04 and 3.05:
a. The "Reimbursable Tax Amount" is the ad valorem taxes paid by the COMPANY to the account of the
CITY in the following amounts:
(1) 25.5% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on Existing Improvements owned by COMPANY on the
Land.
(2) 100% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on New Improvements owned by COMPANY on the Land.
(3) 100% of the Reimbursable Tax Amount paid by COMPANY for the CITY ad valorem taxes
finally received from COMPANY on Business Personal Property owned by COMPANY on
the Land.
b. The CITY hereby agrees to create a "Reimbursement Account" to be segregated from general CITY
funds and held for the benefit of the COMPANY and CITY for the purpose of paying the CITY
rebate of ad valorem taxes to the COMPANY. After the COMPANY notifies the CITY of the
amount of reimbursable CITY ad valorem taxes it has paid, the City will verify the amount received
by the CITY and place the reimbursable taxes in a separate account for potential reimbursement to
COMPANY, hereinafter known as the "Reimbursement Account".
With respect to each COMPANY CAD Geographic ID subject to rebate, such rebate shall be paid
by the Non Appeal Rebate Date following COMPANY's certification of such no -appeal status for
each CAD Geographic ID.
In the event of an appeal, the CITY will rebate the reimbursable taxes to the COMPANY by the
Appeal Rebate Date.
If the COMPANY appeals the value of a CAD Geographic ID, then the reimbursable taxes for such
CAD Geographic ID will be held in the aforementioned Reimbursement Account until the final
determination concerning the amount of ad valorem taxes that should be properly assessed to the
Existing Improvements, New Improvements, and Business Personal Property on the Land. The
CITY's Director of Financial Services shall maintain the Reimbursement Account and may
disburse payments pursuant to this agreement without further authorization of City Council. Funds
in the Reimbursement Account may be used to pay any debts of COMPANY owed to CITY as a
result of default of any obligations owed by COMPANY to CITY, and setoff is authorized for that
purpose. Interest on said account will be retained by the CITY.
The CITY will be the owner of the Reimbursement Account and interest paid on the
Reimbursement Account, and the COMPANY' s rights to receive funds from the Reimbursement
Account will not be assignable. Attempted assignment, bankruptcy, or insolvency of COMPANY
shall terminate the COMPANY's rights, if any, to the funds in the Reimbursement Account.
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c. The COMPANY shall provide evidence, satisfactory to the CITY, of payment of the ad valorem
taxes on Existing Improvements, New Improvements, and Business Personal Property located on
the Land. The sole source of payments by the CITY pursuant to this agreement is the taxes paid by the
COMPANY that are rebatable pursuant hereto.
d. Subject to the different mechanism and timings, it is the express intention of the Parties that the payments
and rebates of ad valorem taxes provided in this Agreement replicate the ultimate incidence of PILOT
provided for in the Industrial District Agreement to which this document is attached as applicable to the
COMPANY and its Affiliates. The attached "Worked Examples of Article 3 Payments and Rebates"
illustrates the Parties intentions as to how payments and rebates will function under this Article 3.
Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or upon final
determination of Market Values by the applicable CAD, whichever is later, the COMPANY shall provide to the CITY
an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B to the Industrial District
Agreement to which this document is attached, listing all CAD Geographic ID numbers and the values related thereto,
and showing all Land, Improvements, and Business Personal Property, owned or controlled by the COMPANY
including and identifying the property to be valued as part of this Agreement (the "Schedule"). COMPANY must
include in its Schedule of Value the Geographic ID numbers for all Business Personal Property accounts on the Land,
whether owned by COMPANY or an Affiliate. The Schedule shall also list the year any Improvements were Placed
in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided
by the COMPANY to the applicable CAD and, in the event of appeal, the Appraisal Review Board. Failure to provide
the Schedule to the CITY shall constitute a waiver of the right to receive reimbursement pursuant to this agreement.
Section 3.03 Determination of Value. The COMPANY shall timely provide information and reports required under
this Agreement and under Texas law, rules and regulations to the applicable CAD or its designee, so that the appraisal
process can be completed in accordance with all applicable state laws.
Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of
its properties by the applicable CAD for any year or years during the term hereof, it is agreed that nothing in this
Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce
the same. A reduction of the taxable value will reduce the reimbursable amounts pursuant this agreement. The
COMPANY must cooperate with the CITY in determining what taxes and accounts are subject to protests to ensure
the CITY is accurately maintaining and disbursing funds in the Reimbursement Account.
Section 3.05 Fire Protection. The CITY will reduce CITY reimbursement to the COMPANY in an amount equal to
15% of the ad valorem taxes paid to the CITY for the Land; provided, however, that the COMPANY shall not be
obligated to pay the additional amount provided by this Section 3.05 for any year during the Term of this Agreement
if either (i) as of January 1 of such year, the COMPANY or its Affiliate that owns the Land is a member in good
standing of the Refinery Terminal Fire Company, or its successor, or (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 the Texas Health and Safety
Code and certifies to the CITY in writing such compliance.
Section 3.06 Calculation of Amount Due. Within 30 days after request by the COMPANY, following COMPANY's
submission of taxes paid and lists of accounts determined reimbursable by this agreement, the CITY shall provide a
report to the COMPANY specifying the accounts and amounts subject which sets forth the amount of the
Reimbursable Tax Amount and amount held in the Reimbursement Account in accordance with this Agreement.
Section 3.07 Payment. The COMPANY agrees to pay its ad valorem taxes so as not to be delinquent under the Texas
Property Tax Code. The COMPANY further agrees to provide an accurate report of all amounts paid for ad valorem
taxes on the Land, Existing Improvements thereon, New Improvements thereon, and Business Personal Property
thereon and properly pay CITY ad valorem taxes to on or before January 31 st of each year. Penalties and/or interest
that are paid by the COMPANY will not be subject to rebate to the COMPANY.
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Article 4. Default and Cessation of Operations
Section 4.01 Default by CITY. If the CITY does not perform its obligations hereunder in substantial
compliance with this Agreement and, if such default remains uncured for a period of 60 days after notice
thereof shall have been given, in addition to the other rights under the law or given the COMPANY under this
Agreement, the COMPANY may enforce specific performance of this Agreement and seek an injunction or writ
of mandamus to perform obligations under this Agreement.
Section 4.02 Default by COMPANY. If the COMPANY does not perform its obligations hereunder in
substantial compliance with this Agreement, and, if such default remains uncured for a period of 60 days
after notice thereof shall have been given or such longer period as is reasonably necessary to cure default if such
default cannot be cured within 60 days not withstanding COMPANY'S reasonable efforts to effectuate a cure,
the CITY may terminate this Agreement and CITY's obligation to pay funds to COMPANY under this
Agreement will terminate.
Section 4.03 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach
by either party of any of the terms or conditions of this Agreement, the non -defaulting party shall give the other party
written notice specifying the nature of the alleged default, and manner in which the alleged default may be
satisfactorily cured. Thereafter, the allegedly defaulting party will be afforded 60 days within which to cure the alleged
default.
Section 4.04 Cumulative Remedies. The remedies provided herein are cumulative, none is in lieu of any other, and
any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein
is entitled to any and all other remedies available at law or in equity.
Section 4.05 Limitation of Liability. In no event will either party be liable to the other party hereunder for punitive,
exemplary, or indirect damages, lost profits or business interruptions damages.
Article 5. Description of Applicable Property
Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with an updated listing of
Geographic ID numbers, as available from the applicable CAD, for property located on the Land, to be attached hereto
and incorporated into the description of the Land on Exhibit A of the Industrial District Agreement to which this
document is attached and supplements thereto, to the extent such Land has been annexed into the territorial limits of
the City. The COMPANY must include all accounts containing property for which COMPANY proposed to receive
rebates of ad valorem taxes paid to the CITY.
Article 6. Transfer of Land or Property to another Entity, Adding or Removing Affiliates, and Remitting Taxes
Section 6.01 Sale or Lease. If the COMPANY sells or leases all or a portion of the Land or Improvements to any
entity, the COMPANY shall within 90 days give notice to the CITY of said sale or lease.
Section 6.02 Assignment. This Agreement may be assigned by the COMPANY to a new owner of Land only with
the prior, written approval of the CITY. The CITY may choose to permit assignment and/or require the COMPANY
to execute a new 380 agreement with the CITY. If the COMPANY and proposed Assignee are in compliance with all
obligations to the CITY, then the CITY will not unreasonably withhold permission for assignment or execution of a
new 380 agreement. The mere right to payment pursuant to this agreement may not be assigned.
Section 6.03 No Third -Party Beneficiaries, Setoff. Except as specifically assigned with permission of the CITY, no
entity other than CITY or COMPANY shall have any right in this agreement or funds due pursuant to this Agreement.
Further, the purpose of this agreement is to incentivize the continued operation and expansion of COMPANY. If the
COMPANY fails to make payments of taxes or other amounts to the City, then amounts in the Reimbursement
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Account may be transferred to the CITY in satisfaction of any debts to the CITY. In the event that COMPANY ceases
to do business on the Land, becomes insolvent or otherwise ceases to pay creditors as its debts becomes due, then
amounts in the Reimbursement Account will inure to the CITY. Amounts in the Reimbursement Account will not be
assignable, and creditors of COMPANY shall have no claim to any amounts in the Reimbursement Account or
amounts otherwise owed or payable by CITY to COMPANY.
Section 6.04 Adding Affiliates to Agreement. Affiliates who own property in the area of the Land may be added or
removed for purposes of qualifying for tax rebates. Any Affiliates added will need to agree to be governed by the
terms of this agreement. The parties to this Agreement intend to prepare standardized forms to enable Affiliates to be
added or removed efficiently.
Article 7. Procurement
Section 7.01 Buy Local. COMPANY shall use commercially reasonable efforts to acquire all of its procurements,
including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional
services contracts from businesses located within Nueces and San Patricio Counties, unless such procurements are
not reasonably and competitively available within said area. COMPANY shall not be required to maintain records
regarding this requirement other than those normally kept in its usual course of business.
Article 8. Miscellaneous Provisions
Section 8.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section, article or other part of
this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by any
court of competent jurisdiction to be illegal, invalid or unconstitutional for any reason, then the application, invalidity
or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement
shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the
remaining parts of this Agreement shall not be affected thereby.
Section 8.02 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any
and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except
as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written
instrument signed by all of the parties hereto.
Section 8.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement
relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the
appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address in
writing. Notices by a party to the other party hereto, shall be mailed or delivered as follows:
If to CITY:
City Manager, City of Corpus Christi
1201 Leopard
P.O. Box 9277
Corpus Christi, Texas 78469- 9277
Phone: 361-826-3220
Fax: 361-826-3845
With copies to: City of Corpus Christi -City Attorney
1201 Leopard
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: 361-826-3360
Fax: 361-826-3239
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If to COMPANY: Flint Hills Resources Corpus Christi, LLC
Attn: Tax Manager
P.O. Box 2900
Wichita, KS 67201-2900
Phone: 316-828-3303
With copies to: Flint Hills Resources Corpus Christi, LLC - Legal
P.O. Box 2900
Wichita, KS 67201-2900
Phone: 316-828-3303
Flint Hills Resources Corpus Christi, LLC-Manufacturing Manager
P . O. Box 2608
Corpus Christi, TX 78409
Section 8.04 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, and the sole legal venue for construction of this agreement will be in a court in Nueces
County, Texas.
Section 8.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an
original, and all of which taken together, shall constitute but one and the same instrument, which may be sufficiently
evidenced by one counterpart.
Section 8.06 Authority. By acceptance of this Agreement and/or benefits conferred hereunder, each party represents
and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this
Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. The
CITY waives immunity from suit pursuant to this Agreement only for the purpose of administering payments due to
COMPANY pursuant to Articles 3 or 4 of this Agreement.
Article 9. Chapter 380 Rebates of City Sales/Use Taxes Paid by Company
Section 9.01 Rebate of City Sales/Use Taxes. Each year during the term hereof, the CITY shall rebate a portion of
city sales/use taxes paid by COMPANY to the State that are attributable to taxable transactions on the LAND and
remitted to the CITY pursuant to Texas Tax Code 321.101 for any lawful purpose. The payment obligation is more
specifically described as follows, but may be reduced as provided in this agreement, including Section 9.04.
a. The "Reimbursable Sales/Use Tax Amount" consists of 98% of the CITY sales/use taxes paid by the
COMPANY to the account of the State during a calendar year for the City of Corpus Christi City Operations
allocation pursuant to Texas Tax Code 321.101 for any lawful purpose, which is remitted to the CITY. There
will be no reimbursement to COMPANY from the sales tax allocated (now or in the future) to a Type A or
Type B corporation, a crime control district, a municipal development district, a municipal development
corporation, a district for fire control, prevention or emergency medical services or to any other district,
corporation or entity. There will also be no reimbursement to COMPANY from a sales tax for property tax
relief, for a sports or community venue project, for a metropolitan or rapid transit authority, for street
maintenance, or for any other use that is limited by state law.
b. For each calendar year subject to this Section 9.01, the CITY will create a "Reimbursement Sales/Use
Tax Account" to be segregated from other CITY funds and held for the benefit of the COMPANY and
CITY for the purpose of paying the rebate of the Reimbursable Sales/Use Tax Amount to the
COMPANY.
c. Each month the COMPANY will notify the CITY of the amount of Reimbursable Sales/Use Tax it has
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paid to the State or paid to vendors and provide documentation, upon CITY's request, confirming the
amount and the payment. Upon receipt of that month's sales and use tax distribution from the
Comptroller, CITY will place the Reimbursable Sales/Use Tax Amount due COMPANY in a separate
account, hereinafter known as the "Reimbursement Sales/Use Account."
d. Funds in the Reimbursement Sales/Use Account shall be paid by the CITY to the COMPANY on or
before May 1 of each calendar year following each taxable year under this Agreement, provided the
COMPANY has complied with its obligations under Sections 9.01- 9.05.
e. The CITY's Director of Financial Services shall maintain and oversee the Reimbursement Sales/Use
Tax Account, and may disburse payments to the COMPANY due under this Agreement without further
authorization of City Council. Funds in the Reimbursement Sales/Use Tax Account may be used to
offset any debts of COMPANY owed to CITY as a result of default of any obligations owed by
COMPANY to CITY under this Agreement. Any interest accruing on the Reimbursement Sales/Use
Tax Account may be retained by the CITY.
f. The CITY will be the owner of the Reimbursement Sales/Use Tax Account and interest paid on the
Reimbursement Account, and the COMPANY's rights to receive funds from the Reimbursement
Sales/Use Account will not be assignable. Attempted assignment, bankruptcy, or insolvency of
COMPANY shall terminate the COMPANY' s rights, if any, to the funds in the Reimbursement
Account for that calendar year.
As more fully described in Section 9.02, below, the COMPANY shall provide evidence, satisfactory
to the CITY, of payment of sales/use taxes on taxable transactions on the Land.
h. The sole source of payments by the CITY to COMPANY pursuant to this Agreement shall be sales/use taxes
paid by the COMPANY remitted to the CITY pursuant to Texas Tax Code 321.101 that are rebatable under
this Agreement.
Section 9.02 Company Schedule of Value. On or before February 28 following each calendar year of this
Agreement, the COMPANY shall provide to the CITY a Sworn Schedule of Sales/Use Tax Paid by COMPANY for
the preceding calendar year, utilizing the form attached as Form of Sworn Schedule of Sales/Use Tax Paid by
Company. This Schedule shall document the sales/use tax paid by COMPANY on all taxable transactions on the
Land during the preceding calendar year. COMPANY must include in its schedule the sales/use tax accounts for all
accounts subject to this Agreement, whether paid by COMPANY or an Affiliate. The COMPANY here consents to
the CITY' S review of the pertinent sales/use tax forms, information, and documents provided by the COMPANY to
the Comptroller.
g•
Failure on the part of COMPANY to provide the Schedule to the CITY shall constitute a waiver of COMPANY'S
right to receive reimbursement pursuant to this Agreement for the calendar year.
Section 9.03 Calculation of Amount Due. Within 30 days after request by the COMPANY, following COMPANY's
submission of its Sworn Schedule of Sales/Use Tax Paid by Company for the preceding calendar year, the CITY shall
provide a report to the COMPANY identifying the relevant account and specifying the amount then held in the
Reimbursement Sales/Use Account in accordance with this Agreement.
Section 9.04 Audits. Sales/use tax is audited periodically by the Comptroller. The audit period is often multiple years
and may result, when final, in additional sales/use tax liability or in a refund of previously paid sales/use tax
a. If COMPANY incurs additional sales/use liability as a result of an audit, upon the final determination of
liability the reimbursement from CITY to COMPANY under this Agreement will be handled in the same
manner as a normal sale/use tax payment. CITY will not be responsible for reimbursing any penalties
and/or interest paid by the COMPANY.
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b. If COMPANY receives a refund from the State as a result of an audit, the COMPANY will reimburse the
CITY for any portion of refunded city sales/use tax that had been previously rebated to COMPANY from
CITY. Within 90 days of receipt of a sales/use tax refund, the COMPANY must provide to CITY a
schedule similar to the sales/use tax refund request detailing the refund transactions and amount
COMPANY owes to the CITY and, upon confirmation of that amount by CITY, shall promptly repay it
to CITY.
Section 9.05 Compliance with Texas Tax Code. The COMPANY agrees to pay sales/use taxes due to the State so
as not to be delinquent under the Texas Tax Code. Any Penalties and/or interest paid by the COMPANY to the State
with respect to city sales/use Tax will not be subject to rebate to the COMPANY.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed as of the
day of , 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 company.
(seal)
Notary Public
LAND & IMPROVEMENTS OWNER ATTEST:
Flint Hills Resources Corpus Christi, LLC
By:
Name: Name:
Title: Title:
LAND & IMPROVEMENTS OWNER ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on day of , 2024, by
, as the of Flint Hills Resources
Corpus Christi, LLC, a Delaware Limited Liability Company, on behalf of said entity.
Given under my hand and seal of office this day of , A.D., 2024
39
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
(seal)
Notary Public
40
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
Exhibit to 380 Agreement
Worked Examples of Article 3 Payments and Rebates
Assumption: CAD certified taxable value of single CAD Geographic ID times CITY tax rate is $100
Case
Case assumptions
Payments/Refunds
Assessor/Collector
("A/C„)
Deposits/Rebates
CITY Reimbursement Account
("RA»)
No Appeal
A.
• COMPANY timely pays
• Rebate 100%
• $100 tax payment
• $100 into RA, then rebated by
Non -Appeal Rebate Date
B.
• COMPANY timely pays
• Rebate 25.5%
• $100 tax payment
• $25.50 into RA, then rebated by
Non -Appeal Rebate Date
C.
• COMPANY untimely pays and
incurs $15 penalty/interest
• Rebate 25.5%
• $115 tax payment
• $25.50 into RA, then rebated by
Non -Appeal Rebate Date
Appeal Filed
D.
• COMPANY timely pays full bill
• Appeal cuts value by 50%
• Rebate 100%
• $100 initial tax payment
• Post Appeal: $50 refund
issued by A/C and funded
by CITY
• Initial $100 into RA
• Post Appeal: $50 rebated from
RA by Appeal Rebate Date;
remaining $50 released to CITY
E
• COMPANY timely pays full bill
• Appeal cuts value by 50%
• Rebate 25.5%
• $100 initial tax payment
• Post Appeal: $50 refund
issued by A/C and funded
by CITY
• Initial $25.50 into RA
• Post Appeal: $12.75 rebated from
RA by Appeal Rebate Date;
remaining $12.75 released to CITY
F
• COMPANY timely pays full bill
• No change in value
• Rebate 100%
• $100 initial tax payment
• Post Appeal: no
payment/refund
• Initial $100 into RA
• Post Appeal: $100 rebated from
RA by Appeal Rebate Date
G
• COMPANY timely pays full bill
• Value increases 100%
• COMPANY timely pays
additional bill
• Rebate 100%
• $100 initial tax payment
• Post Appeal: $100
additional tax payment
• Initial $100 into RA
• Post Appeal: $100 added to RA
and $200 rebated by Appeal Rebate
Date
H
• COMPANY timely pays full bill
• Value increases 100%
• COMPANY untimely pays
additional bill and incurs $15
penalty/interest
• Rebate 100%
• $100 initial tax payment
• Post Appeal: $115
additional tax payment
• Initial $100 into RA
• Post Appeal: $100 added to RA
and $200 rebated by Appeal Rebate
Date
41
Docusign Envelope ID: 00A87F1B-7D43-4688-ADBA-7ED12B666EFD
• COMPANY timely pays full bill
• Value increases 100%
• COMPANY timely pays
additional bill
• Rebate 25.5%
• $100 initial tax payment
• Post Appeal: $100
additional tax payment
• Initial $25.50 into RA
• Post Appeal: $25.50 added to RA
and $51 rebated by Appeal Rebate
Date
J
• COMPANY timely fair pays bill at
50%
• Appeal cuts value by 50%
• Rebate 100%
• $50 initial tax payment
• Post Appeal: no
payment/refund
• Initial $50 into RA
• Post Appeal: $50 rebated from
RA by Appeal Rebate Date
K
• COMPANY timely fair pays bill at
50%
• No change of value
• Rebate 25.5%
• $50 initial tax payment
• Post Appeal: $50
additional tax payment
• Initial $12.75 into RA
• Post Appeal: $12.75 added to RA
and $25.50 rebated by Appeal
Rebate Date
L
• COMPANY timely fair pays bill at
50%
• Appeal cuts value by 25%
• COMPANY untimely pays
additional payment, incurring $10
penalty/interest
• Rebate 25.5%
• $50 initial tax payment
• Post Appeal: $35
additional tax payment
($25 additional tax plus
$10 penalty/interest)
• Initial $12.75 into RA
• Post Appeal: $6.375 added to RA
and $19.125 rebated by Appeal
Rebate Date
M
• COMPANY timely fair pays bill at
50%
• Appeal cuts value by 75%
• Rebate 25.5%
• $50 initial tax payment
• Post Appeal: $25 refund
issued by A/C and funded
by CITY
• Initial $12.75 into RA
• Post Appeal: $6.375 rebated by
Appeal Rebate Date; remaining
$6.375 released to CITY
42
Docusign Envelope ID: 00A87F1 B-7D43-4688-ADBA-7ED12B666EFD
Exhibit to 380 Agreement
Form of Sworn Schedule of Sales/Use Tax Paid by Company
Timeframe: 1/1/ through 12/31
Due: 2/28/
COMPANY NAME:
Contact Name:
Telephone:
Address:
Account/
Tax Payer
ID*
Date Paid
Vendor
Invoice
Number
Taxable
Base
Tax Rate
Sales/Use
Tax Paid
City
Portion
Refund
Requested
Return
Period
Filed*
Total
* Will apply to taxpayers paying and filing sales/use tax.
For sales tax paid directly to vendors, a copy of the vendor invoice detailing sales tax paid along with the schedule
above will be provided.
For direct pay permit holders, attach a copy of each sales/use tax filing with the State along with completing the
schedule above for each individual sales/use tax filing. Additional detail by vendor will be provided if requested by
City as necessary or appropriate for City to verify payments and/or reimbursability.
I, , a duly authorized official of the above COMPANY, do swear that the information
provided is accurate and within my knowledge.
Signature
Date
Name & Title of Authorized Official
Sworn to and subscribed before me by on this day of
(seal)
Notary Public
43
Nueces County
Kara Sands
Nueces County Clerk
*VG-50-2024-2024043037*
Instrument Number: 2024043037
Official Public Records
AGREEMENT
Recorded On: December 17, 2024 02:33 PM Number of Pages: 44
" Examined and Charged as Follows: "
Total Recording: $188.00
STATE OF TEXAS
Nueces County
I hereby certify that this Instrument was filed in the File Number sequence on the date/time
printed hereon, and was duly recorded in the Official Records of Nueces County, Texas
Kara Sands
Nueces County Clerk
Nueces County, TX
dtiE‘,0-- _c,,,\,;,L.)
*********** 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: 2024043037 LEGAL DEPT CORPUS CHRISTI
Receipt Number: 20241217000108 P 0 BOX 9277
Recorded Date/Time: December 17, 2024 02:33 PM
User: Dusty G CORPUS CHRISTI TX 78469
Station: CLERK02